SCHEDULE 14A

                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934
                               (Amendment No. __)



Filed by the Registrant    [X]

Filed by Party other than the Registrant    [  ]

Check the appropriate box:

[X]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
      14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12


                               CEL-SCI CORPORATION
                        -------------------------------
                (Name of Registrant as Specified In Its Charter)

                    William T. Hart - Attorney for Registrant
                  ---------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)


Payment of Filing Fee (Check the appropriate box):

[ ]  $500 per each party to the  controversy  pursuant  to  Exchange  Act Rule
     14a-6(i)(3)

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    1)   Title of each class of securities to which transaction applies:

         ________________________________________________________________

    2)   Aggregate number of securities to which transaction applies:

         ________________________________________________________________

    3)  Per unit  price  or  other  underlying  value  of  transaction computed
pursuant to Exchange Act Rule 0-11:

         ________________________________________________________________

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                               CEL-SCI CORPORATION
                                8229 Boone Blvd.
                                    Suite 802
                             Vienna, Virginia 22l82
                                 (703) 506-9460

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD SEPTEMBER 14, 2009
To the Shareholders:

     Notice is hereby  given that the  annual  meeting  of the  shareholders  of
CEL-SCI Corporation  ("CEL-SCI") will be held at  ____________________,  Munich,
Germany on September 14, 2009, at 10:30 a.m., for the following purposes:

     (1) to  elect  the  directors  who  shall  constitute  CEL-SCI's  Board  of
Directors for the ensuing year;

     (2) to approve the adoption of CEL-SCI's 2009  Incentive  Stock Option Plan
which  provides  that up to 5,000,000  shares of common stock may be issued upon
the exercise of options granted pursuant to the Incentive Stock Option Plan;

     (3) to approve the adoption of CEL-SCI's  2009  Non-Qualified  Stock Option
Plan which  provides that up to 15,000,000  shares of common stock may be issued
upon the exercise of options granted pursuant to the Non-Qualified  Stock Option
Plan;

     (4) to approve  the  adoption  of  CEL-SCI's  2009  Stock  Bonus Plan which
provides  that up to  2,000,000  shares of common stock may be issued to persons
granted stock bonuses pursuant to the Stock Bonus Plan;

     (5) to approve an amendment to CEL-SCI's Stock Compensation Plan to provide
for the issuance of up to 2,000,000 additional restricted shares of common stock
to  CEL-SCI's  directors,  officers,  employees  and  consultants  for  services
provided to the Company;

     (6) to amend CEL-SCI's Articles of Incorporation such that CEL-SCI would be
authorized to issue 450,000,000 shares of common stock;

     (7) to approve the issuance of such number of shares of common stock as may
be required by the terms of CEL-SCI's Equity Line of Credit.

     (8) subject to the  determination  of  CEL-SCI's  directors  that a reverse
split would be in the best  interest  of  CEL-SCI's  shareholders,  to approve a
reverse split of CEL-SCI's common stock.

     (9) to ratify the appointment of BDO Seidman, LLP as CEL-SCI's  independent
registered public accounting firm for the fiscal year ending September 30, 2009.

    to transact such other business as may properly come before the meeting.




     July 28,  2009 is the record  date for the  determination  of  shareholders
entitled to notice of and to vote at such meeting.  Shareholders are entitled to
one vote for each share held. As of July 28, 2009, there were ___________ issued
and outstanding shares of CEL-SCI's common stock.

                                          CEL-SCI CORPORATION


July __, 2009                             By: Geert R. Kersten
                                              Chief Executive Officer






















    PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, AND
 SIGN, DATE AND RETURN THE PROXY CARD, OR VOTE VIA THE INTERNET OR BY TELEPHONE

                    TO SAVE THE COST OF FURTHER SOLICITATION,
                              PLEASE VOTE PROMPTLY


                                       2



                               CEL-SCI CORPORATION
                                8229 Boone Blvd.
                                    Suite 802
                             Vienna, Virginia 22l82
                                 (703) 506-9460

                                 PROXY STATEMENT


     The  accompanying  proxy is solicited by CEL-SCI's  directors for voting at
the annual meeting of  shareholders to be held on September 14, 2009, and at any
and all adjournments of such meeting. If the proxy is executed and returned,  it
will be voted at the  meeting in  accordance  with any  instructions,  and if no
specification  is made,  the proxy will be voted for the  proposals set forth in
the accompanying notice of the annual meeting of shareholders.  Shareholders who
execute  proxies may revoke  them at any time  before they are voted,  either by
writing to CEL-SCI at the  address  shown  above or in person at the time of the
meeting.  Additionally,  any later dated proxy will revoke a previous proxy from
the same shareholder.  This proxy statement was mailed to shareholders of record
on or about August 5, 2009.

     There  is one  class  of  capital  stock  outstanding.  Provided  a  quorum
consisting  of  one-third  of the  shares  entitled  to vote is  present  at the
meeting, the affirmative vote of a majority of the shares of common stock voting
in person or  represented  by proxy is required to elect  directors.  Cumulative
voting in the election of directors is not permitted.  The adoption of the other
proposals  to come before the meeting will require the approval of a majority of
votes cast at the meeting.

     Shares of CEL-SCI's common stock  represented by properly  executed proxies
that reflect  abstentions or "broker  non-votes"  will be counted as present for
purposes of determining the presence of a quorum at the annual meeting.  "Broker
non-votes"  represent  shares  held by  brokerage  firms in  "street-name"  with
respect to which the broker has not received  instructions  from the customer or
otherwise does not have discretionary  voting authority.  Abstentions and broker
non-votes  will not be counted  as having  voted  against  the  proposals  to be
considered at the meeting.

PRINCIPAL SHAREHOLDERS

     The following  table lists, as of July 28, 2009, the  shareholdings  of (i)
each person owning  beneficially 5% or more of CEL-SCI's  common stock (ii) each
officer who received  compensation in excess of $100,000  during  CEL-SCI's most
recent  fiscal year and (iii) all  officers  and  directors  as a group.  Unless
otherwise  indicated,  each owner has sole voting and investment powers over his
shares of common stock.


                                       3


Name and Address                   Number of Shares (1)    Percent of Class (3)

Maximilian de Clara                   6,311,866                   4.2%
Bergstrasse 79
6078 Lungern,
Obwalden, Switzerland

Geert R. Kersten                      9,081,629                   5.9%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Patricia B. Prichep                   2,850,689                   1.9%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Eyal Talor, Ph.D.                     1,645,659                   1.1%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Alexander G. Esterhazy                  678,333                   0.5%
20 Chemin du Pre-Poiset
CH- 1253 Vandoeuvres
Geneve, Switzerland

C. Richard Kinsolving, Ph.D.            907,424                   0.6%
P.O. Box 20193
Bradenton, FL 34204-0193

Peter R. Young, Ph.D.                   679,601                   0.5%
6600 Preston Road, #2322
Plano, TX  75024

BAM Opportunity Fund LP               12,500,000                  8.5%
44 Wall Street, Suite 1603
New York, NY  10005

All Officers and Directors           22,155,201                  13.9%
as a Group (7 persons)


(1)  Includes  shares  issuable  prior to October 31, 2009 upon the  exercise of
     options or warrants granted to the following persons:


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                                        Options or Warrants Exercisable
      Name                                  Prior to October 31, 2009

      Maximilian de Clara                        2,376,250
      Geert R. Kersten                           5,746,610
      Patricia B. Prichep                        2,048,597
      Eyal Talor, Ph.D.                          1,222,153
      Alexander G. Esterhazy                       458,333
      C. Richard Kinsolving, Ph.D.                 618,334
      Peter R. Young, Ph.D.                        445,000

(2)  Amount includes shares held in trust for the benefit of Mr. Kersten's minor
     children. Geert R. Kersten is the stepson of Maximilian de Clara.

(3)  Amount  includes  shares referred to in (1) above but excludes shares which
     may be issued upon the exercise or  conversion of other  options,  warrants
     and other convertible securities previously issued by CEL-SCI.

ELECTION OF DIRECTORS

     Unless the proxy contains  contrary  instructions,  it is intended that the
proxies will be voted for the election of the current  directors listed below to
serve as  members of the board of  directors  until the next  annual  meeting of
shareholders and until their successors shall be elected and shall qualify.

     All current directors have consented to stand for re-election.  In case any
nominee  shall be  unable  or shall  fail to act as a  director  by virtue of an
unexpected occurrence, the proxies may be voted for such other person or persons
as  shall be  determined  by the  persons  acting  under  the  proxies  in their
discretion.

    Information concerning CEL-SCI's officers and directors follows:

Name                     Age    Position

Maximilian de Clara       79    Director and President
Geert R. Kersten, Esq.    50    Director, Chief Executive Officer and Treasurer
Patricia B. Prichep       58    Senior Vice President of Operations and
                                   Secretary
Dr. Eyal Talor            53    Senior Vice President of Research and
                                   Manufacturing
Alexander G. Esterhazy    65    Director
Dr. C. Richard Kinsolving 72    Director
Dr. Peter R. Young        64    Director

     The  directors  of CEL-SCI  serve in such  capacity  until the next  annual
meeting of  CEL-SCI's  shareholders  and until their  successors  have been duly
elected and  qualified.  The  officers  of CEL-SCI  serve at the  discretion  of
CEL-SCI's directors.


                                       5


     Mr.  Maximilian  de Clara,  by virtue of his  position  as an  officer  and
director of CEL-SCI,  may be deemed to be the "parent" and  "founder" of CEL-SCI
as those terms are defined under applicable rules and regulations of the SEC.

     The principal  occupations of CEL-SCI's officers and directors,  during the
past several years, are as follows:

     Maximilian  de Clara has been a Director of CEL-SCI  since its inception in
March l983,  and has been  President  of CEL-SCI  since July l983.  Prior to his
affiliation with CEL-SCI,  and since at least l978, Mr. de Clara was involved in
the management of his personal  investments and personally  funding  research in
the fields of biotechnology  and biomedicine.  Mr. de Clara attended the medical
school  of the  University  of  Munich  from  l949 to l955,  but left  before he
received a medical  degree.  During the summers of l954 and l955, he worked as a
research  assistant  at the  University  of  Istanbul  in the  field  of  cancer
research.  For his efforts and  dedication  to research and  development  in the
fight  against  cancer and AIDS,  Mr. de Clara was  awarded  the "Pour le Merit"
honorary  medal of the Austrian  Military  Order "Merito  Navale" as well as the
honor cross of the Austrian Albert Schweitzer Society.

     Geert R. Kersten, Esq. has served in his current leadership role at CEL-SCI
since  1995.  Mr.  Kersten  has been with  CEL-SCI  from the  early  days of its
inception  since 1987.  He has been involved in the  pioneering  field of cancer
immunotherapy  for almost  two  decades  and has  successfully  steered  CEL-SCI
through many challenging cycles in the biotechnology  industry. Mr. Kersten also
provides CEL-SCI with significant expertise in the fields of finance and law and
has a unique vision of how the company's  Multikine  product will change the way
cancer is  treated.  Prior to  CEL-SCI,  Mr.  Kersten  worked at the law firm of
Finley & Kumble and worked at Source Capital, an investment banking firm located
in McLean,  VA. He is a native of Germany,  graduated from  Millfield  School in
England,  and  completed  his  studies  in the US.  Mr.  Kersten  completed  his
Undergraduate  Degree in Accounting,  received an M.B.A.  from George Washington
University, and a law degree (J.D.) from American University in Washington, DC.

     Patricia B. Prichep joined  CEL-SCI in 1992 and has been  CEL-SCI's  Senior
Vice President of Operations  since March 1994.  Between December 1992 and March
1994,  Ms.  Prichep was CEL-SCI's  Director of  Operations.  Ms.  Prichep became
CEL-SCI's Corporate Secretary in May 2000. She is responsible for all day-to-day
operations of the Company, including human resources and is the liaison with the
auditing firm for financial  reporting.  June 1990 to December 1992, Ms. Prichep
was the Manager of Quality and Productivity for the NASD's  Management,  Systems
and Support  Department.  She was responsible for the internal auditing and work
flow  analysis  of  operations.  Between  1982 and 1990,  Ms.  Prichep  was Vice
President  and  Operations  Manager  for Source  Capital,  Ltd.  She handled all
operations  and  compliance  for the  company and was  licensed as a  securities
broker.  Ms.  Prichep  received her B.A.  from the  University  of Bridgeport in
Connecticut.

     Eyal Talor,  Ph.D.  joined CEL-SCI in October 1993 and has been Senior Vice
president of Research and  Manufacturing  since March of 1994.  He is a clinical
immunologist with over 19 years of hands-on  management of clinical research and
drug development for  immunotherapy  application;  pre-clinical to Phase III, in

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the biopharmaceutical  industry.  His expertise includes;  biopharmaceutical R&D
and  Biologics  product   development,   GMP  (Good   Manufacturing   Practices)
manufacture,  Quality  Control  testing,  and the  design  and  building  of GMP
manufacturing  and  testing  facilities.  He  served  as  Director  of  Clinical
Laboratories  (certified  by the State of Maryland)  and has  experience  in the
design of  clinical  trials  (Phase I - III) and GCP (Good  Clinical  Practices)
requirements.  He  also  has  broad  experience  in  the  different  aspects  of
biological  assay  development,  analytical  methods  validation,  raw  material
specifications,  and QC (Quality Control) tests development under FDA/GMP,  USP,
and  ICH  guidelines.   He  has  extensive  experience  in  the  preparation  of
documentation for IND and other regulatory  submissions.  His scientific area of
expertise  encompasses immune response  assessment.  He is the author of over 25
publications  and has  published  a number of reviews on immune  regulations  in
relation to clinical  immunology.  Before coming to CEL-SCI,  he was Director of
R&D and  Clinical  Development  at CBL,  Inc.,  Principal  Scientist  -  Project
Director,  and Clinical Laboratory  Director at SRA Technologies,  Inc. Prior to
that he was a full time faculty member at The Johns Hopkins University,  Medical
Intuitions; School of Public Health. He holds two US patents; one on Multikine's
composition of matter and method of use in cancer, and one on a platform Peptide
technology (`Adapt') for the treatment of autoimmune diseases,  asthma, allergy,
and  transplantation  rejection.  He  also  has  numerous  product  and  process
inventions  as well as a number of pending US and PCT  patent  applications.  He
received his Ph.D. in Microbiology and Immunology from the University of Ottawa,
Ottawa, Ontario, Canada, and had post-doctoral training in clinical and cellular
immunology at The John Hopkins University, Baltimore, Maryland, USA. He holds an
Adjunct  Associate  teaching  position at the Johns Hopkins  University  Medical
Institutions.

     Alexander G.  Esterhazy  has been an  independent  financial  advisor since
November  1997.  Between July 1991 and October 1997 Mr.  Esterhazy  was a senior
partner of Corpofina S.A.  Geneva,  a firm engaged in mergers,  acquisitions and
portfolio  management.  Between  January 1988 and July 1991 Mr.  Esterhazy was a
managing  director of DG Bank in Switzerland.  During this period Mr.  Esterhazy
was in charge of the  Geneva,  Switzerland  branch of the DG Bank,  founded  and
served as vice  president of DG Finance  (Paris) and was the President and Chief
Executive officer of DG-Bourse, a securities brokerage firm.

     C. Richard  Kinsolving,  Ph.D.  has been a Director of CEL-SCI  since April
2001. Since February 1999 Dr. Kinsolving has been the Chief Executive Officer of
BioPharmacon,  a pharmaceutical  development company.  Between December 1992 and
February 1999 Dr.  Kinsolving  was the  President of Immuno-Rx,  Inc., a company
engaged  in  immuno-pharmaceutical   development.   Between  December  1991  and
September 1995 Dr. Kinsolving was President of Bestechnology,  Inc. a nonmedical
research and development company producing bacterial preparations for industrial
use. Dr.  Kinsolving  received his Ph.D. in Pharmacology  from Emory  University
(1970), his Masters degree in  Physiology/Chemistry  from Vanderbilt  University
(1962),  and his Bachelor's degree in Chemistry from Tennessee Tech.  University
(1957).

     Peter R. Young, Ph.D. has been a Director of CEL-SCI since August 2002. Dr.
Young has been a senior  executive  within the  pharmaceutical  industry  in the
United  States and Canada for most of his career.  Over the last 20 years he has
primarily held positions of Chief Executive  Officer or Chief Financial  Officer


                                       7


and has extensive  experience with  acquisitions  and equity  financings.  Since
November 2001 Dr. Young has been the President of Agnus Dei, LLC,  which acts as
a partner in an organization managing immune system clinics which treat patients
with diseases such as cancer,  multiple  sclerosis and hepatitis.  Since January
2003 Dr.  Young  has been the  President  and  Chief  Executive  Officer  of SRL
Technology, Inc., a company involved in the development of pharmaceutical (drug)
delivery  systems.  Between  1998 and 2001 Dr.  Young  was the  Chief  Financial
Officer of Adams  Laboratories,  Inc.  Dr. Young  received his Ph.D.  in Organic
Chemistry from the  University of Bristol,  England  (1969),  and his Bachelor's
degree in Honors  Chemistry,  Mathematics and Economics also from the University
of Bristol, England (1966).

     All of  CEL-SCI's  officers  devote  substantially  all of  their  time  to
CEL-SCI's business.

     Alexander G.  Esterhazy,  Dr. C. Richard  Kinsolving and Dr. Peter R. Young
are independent  directors as that term is defined in section 803 of the listing
standards of the NYSE Amex.

     CEL-SCI  has  adopted a Code of Ethics  which is  applicable  to  CEL-SCI'S
principal executive,  financial,  and accounting officers and persons performing
similar functions. The Code of Ethics is available on CEL-SCI's website, located
at www.cel-sci.com.

     If a violation of this code of ethics act is discovered  or suspected,  the
Senior  Officer  must  (anonymously,  if  desired)  send a detailed  note,  with
relevant  documents,  to CEL-SCI's Audit  Committee,  c/o Dr. Peter Young,  6600
Preston Road, #2322, Plano, Texas 75024.

     CEL-SCI's  Board of Directors  met 6 times during the year ended  September
30, 2008. All of the Directors  attended each of these meetings either in person
or by telephone conference call.

     For purposes of electing  directors at its annual meeting  CEL-SCI does not
have  a  nominating  committee  or a  committee  performing  similar  functions.
CEL-SCI's  board of  directors  does  not  believe  a  nominating  committee  is
necessary since CEL-SCI's board of directors is small and the board of directors
as a whole  performs  this  function.  The  current  nominees  to the  Board  of
Directors were selected by a majority vote of CEL-SCI's independent directors.

     CEL-SCI does not have any policy  regarding the  consideration  of director
candidates recommended by shareholders since a shareholder has never recommended
a nominee to the board of directors.  However, CEL-SCI's board of directors will
consider candidates  recommended by shareholders.  To submit a candidate for the
board of directors the shareholder  should send the name,  address and telephone
number of the candidate,  together with any relevant  background or biographical
information,  to CEL-SCI's Chief Executive Officer,  at the address shown on the
cover page of this proxy  statement.  The board has not established any specific
qualifications  or skills a nominee  must meet to serve as a director.  Although
the board does not have any  process for  identifying  and  evaluating  director
nominees,  the board does not  believe  there  would be any  differences  in the
manner  in which the board  evaluates  nominees  submitted  by  shareholders  as
opposed to  nominees  submitted  by any other  person.  CEL-SCI  does not have a
policy with regard to board member's  attendance at annual  meetings.  All board
members,  with the exception of  Maximilian  de Clara and  Alexander  Esterhazy,
attended the last annual shareholder's meeting held on March 3, 2008.

                                       8


     Holders  of  CEL-SCI's  common  stock can send  written  communications  to
CEL-SCI's  entire  board  of  directors,  or to one or more  board  members,  by
addressing  the  communication  to "the  Board of  Directors"  or to one or more
directors,  specifying  the  director  or  directors  by name,  and  sending the
communication to CEL-SCI's offices in Vienna, Virginia. Communications addressed
to the Board of  Directors  as whole will be  delivered  to each  board  member.
Communications addressed to a specific director (or directors) will be delivered
to the director (or directors) specified.

     Security  holder  communications  not sent to the board of  directors  as a
whole or to specified board members are not relayed to board members.

Executive Compensation

Compensation Discussion and Analysis

     CEL-SCI's  Compensation  Committee  is  empowered to review and approve the
annual  compensation and compensation  procedures for its executive officers and
annually  determines  the total  compensation  level for its President and Chief
Executive Officer. The total proposed  compensation of CEL-SCI's named executive
officers  is  formulated  and  evaluated  by its  Chief  Executive  Officer  and
submitted to CEL-SCI's Compensation Committee for consideration.

     The key  components of CEL-SCI's  executive  compensation  program  include
annual base salaries and long-term  incentive  compensation  consisting of stock
options. It is CEL-SCI's policy to target compensation (i.e., base salary, stock
option  grants and other  benefits) at  approximately  the median of  comparable
companies  in  the  biotechnology  field.  Accordingly,   data  on  compensation
practices  followed  by  other  companies  in  the  biotechnology   industry  is
considered.

Objectives and Components of the Compensation Program

     The primary  objective  of  CEL-SCI's  compensation  program is to attract,
motivate and retain  talented  executives who are  enthusiastic  about CEL-SCI's
mission. The components of CEL-SCI's compensation program are:

o    CEL-SCI's  base salary  levels are  commensurate  with those of  comparable
     positions at other biotechnology companies given the level of seniority and
     skills   possessed  by  the   executive   officer  and  which  reflect  the
     individual's  performance  with  us  over  time.  The  base  salary  of the
     President, CEO and our other named executive officers is reviewed annually.
     Current  employment  agreements  with Maximilian de Clara and Geert Kersten
     set minimums for their base salary rates.

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o    CEL-SCI's long-term stock option incentive program consists  exclusively of
     periodic  grants of stock options with an exercise  price equal to the fair
     market value of CEL-SCI's  common stock on the date of grant.  To encourage
     retention,  the ability to exercise  options  granted  under the program is
     subject to vesting  restrictions.  Decisions  made regarding the timing and
     size of option grants take into account the performance of both CEL-SCI and
     the employee,  "competitive  market" practices,  and the size of the option
     grants made in prior years.  The weighting of these  factors  varies and is
     subjective.  Current  option  holdings  are not  considered  when  granting
     options.

o    CEL-SCI's  stock-based  incentive  awards are  intended to  strengthen  the
     mutuality of interests between the executive officers and our stockholders.

o    CEL-SCI  has a  defined  contribution  retirement  plan,  qualifying  under
     Section 401(k) of the Internal Revenue Code and covering  substantially all
     CEL-SCI's employees.  CEL-SCI's  contribution to the plan is made in shares
     of CEL-SCI's common stock.  Each  participant's  contribution is matched by
     CEL-SCI with shares of common stock which have a value equal to 100% of the
     participant's  contribution,  not to exceed 6% of the  participant's  total
     compensation.

     The following  table shows, in summary form, the  compensation  received by
(i) the Chief  Executive  Officer  of CEL-SCI  and (ii) by each other  executive
officer of CEL-SCI  who  received  in excess of  $100,000  during the two fiscal
years ended September 30, 2008.


                                                            
                                                                    All
                                                                   Other
                                            Restric-               Annual
                                            ted Stock    Option    Compen-
Name and Princi-     Fiscal  Salary  Bonus   Awards      Awards    sation
 pal Position         Year    (1)     (2)      (3)        (4)        (5)        Total

Maximilian de Clara,  2008  $363,000   --   $543,174   $103,320    $89,268   $1,098,762
President             2007   363,000   --    418,327    105,460     64,693      951,480

Geert R. Kersten,     2008   404,900   --    156,674    103,320     39,901      704,795
Chief Executive       2007   389,637   --     31,752    105,460     16,114      542,963
Officer and
Treasurer

Patricia B. Prichep    2008  185,780   --     82,558     51,660      4,225      324,223
Senior Vice President  2007  179,574   --     19,520     52,730      4,225      256,049
of Operations and
Secretary

Eyal Talor, Ph.D.      2008  229,353   --     81,187     51,660      4,225      366,425
Senior Vice President  2007  218,587   --     18,764     52,730      4,225      294,306
of Research and
Manufacturing


                                       10


(1)  The dollar  value of base salary  (cash and  non-cash)  earned.  During the
     years ended September 30, 2008 and 2007, $18,730 and $28,429, respectively,
     of the total  salaries  paid to the persons shown in the table were paid in
     restricted shares of CEL-SCI's common stock.

     Information  concerning the issuance of these restricted shares is shown in
the following table:

        Date Shares           Number of            Price
          Issued           Shares Issued         Per Share

        09/20/2006             49,016              $0.52
        01/15/2008             36,020              $0.52

     On each date the amount of compensation  satisfied  through the issuance of
shares was  determined by  multiplying  the number of shares issued by the price
per  share.  The price per share  was equal to the  closing  price of  CEL-SCI's
common stock on the date prior to the date the shares were issued.

(2)  The dollar value of bonus (cash and non-cash) earned.

(3)  During  the  periods  covered  by the  table,  the  value of the  shares of
     restricted  stock issued as compensation for services to the persons listed
     in the table. In the case of Mr. de Clara, during the years ended September
     30,  2008  and 2007  $400,000  and  $400,000,  respectively,  were  paid in
     restricted  shares of  CEL-SCI's  common  stock which cannot be sold in the
     public  market for a period of three years after the date of  issuance.  In
     the case of all other persons  listed in the table,  the shares were issued
     as  CEL-SCI's  contribution  on behalf of the named  officer  to  CEL-SCI's
     401(k)  retirement  plan  and  restricted  shares  issued  from  the  Stock
     Compensation Plan.

(4)  The value of all stock options  granted  during the periods  covered by the
     table are calculated according to SFAS 123R requirements.

(5)  All other  compensation  received that CEL-SCI could not properly report in
     any other  column of the table  including  annual  contributions  to vested
     defined  contribution  plans.  Includes board of directors' fees for Mr. de
     Clara and Mr. Kersten.

Employee Pension, Profit Sharing or Other Retirement Plans

     CEL-SCI  has a  defined  contribution  retirement  plan,  qualifying  under
Section  401(k) of the  Internal  Revenue Code and  covering  substantially  all
CEL-SCI's  employees.  CEL-SCI's  contribution  to the plan is made in shares of
CEL-SCI's common stock.  Each  participant's  contribution is matched by CEL-SCI
with  shares  of  common  stock  which  have  a  value  equal  to  100%  of  the
participant's  contribution,  not to  exceed  the  lesser of $1,000 or 6% of the
participant's  total  compensation.  CEL-SCI's  contribution  of common stock is


                                       11


valued each quarter based upon the closing price of its common stock. The fiscal
2008 expenses for this plan were $110,024.  Other than the 401(k) Plan,  CEL-SCI
does  not  have a  defined  benefit,  pension  plan,  profit  sharing  or  other
retirement plan.

Compensation of Directors During Year Ended September 30, 2008

                                      Stock          Option
Name                 Paid in Cash    Awards (1)     Awards (2)     Total

Maximilian de Clara    $20,000      $124,000        $103,320      $247,320
Geert Kersten          $20,000      $124,000        $103,320      $247,320
Alexander Esterhazy    $20,000      $ 62,000        $ 51,660      $133,660
C. Richard Kinsolving  $20,000      $ 62,000        $ 51,660      $133,660
Peter R. Young         $20,000      $ 62,000        $ 51,660      $133,660

(1)  The fair value of stock issued for services.
(2)  The fair value of options  granted  computed in accordance with FAS 123R on
     the date of grant.

     Directors'  fees paid to Maximilian de Clara and Geert Kersten are included
in the Executive Compensation table.

Employment Contracts.

     In April 2005, CEL-SCI entered into a three-year  employment agreement with
Mr. de Clara.  The  employment  agreement  provided that CEL-SCI will pay Mr. de
Clara  an  annual  salary  of  $363,000  during  the term of the  agreement.  On
September 8, 2006 Mr. de Clara's  Employment  Agreement was amended and extended
to April 30,  2010.  The terms of the  amendment  to Mr. de  Clara's  employment
agreement are  referenced in a report on Form 8-K filed with the  Securities and
Exchange  Commission on September 8, 2006. In the event that there is a material
reduction in Mr. de Clara's  authority,  duties or  activities,  or in the event
there is a change in the control of CEL-SCI,  then the  agreement  allows Mr. de
Clara to resign from his position at CEL-SCI and receive a lump-sum payment from
CEL-SCI equal to 18 months salary  ($544,500),  the remaining stock payments per
the amendment to Mr. de Clara's  employment  agreement  (valued at $200,000) and
the unvested portion of any stock options would vest immediately ($227,333). For
purposes of the employment  agreement,  a change in the control of CEL-SCI means
the sale of more than 50% of the outstanding  shares of CEL-SCI's  Common Stock,
or a change in a majority of CEL-SCI's directors.

     The  Employment  Agreement  will  also  terminate  upon the death of Mr. de
Clara,  Mr. de Clara's physical or mental  disability,  the conviction of Mr. de
Clara for any crime involving fraud, moral turpitude,  or CEL-SCI's property, or
a  breach  of the  Employment  Agreement  by Mr.  de  Clara.  If the  Employment
Agreement is terminated  for any of these  reasons,  Mr. de Clara,  or his legal
representatives,  as the case may be,  will be paid the salary  provided  by the
Employment Agreement through the date of termination.


                                       12


     Effective  September 1, 2003, CEL-SCI entered into a three-year  employment
agreement with Mr. Kersten.  The employment  agreement  provides that during the
term of the employment  agreement  CEL-SCI will pay Mr. Kersten an annual salary
of $370,585  plus any  increases  approved by the Board of Directors  during the
period  of the  employment  agreement.  In the  event  there is a change  in the
control of CEL-SCI, the agreement allows Mr. Kersten to resign from his position
at CEL-SCI and receive a lump-sum payment from CEL-SCI equal to 24 months salary
($809,800) and the unvested  portion of any stock options would vest immediately
($246,666).  For purposes of the employment agreement a change in the control of
CEL-SCI  means:  (1) the merger of  CEL-SCI  with  another  entity if after such
merger the  shareholders  of  CEL-SCI do not own at least 50% of voting  capital
stock of the surviving  corporation;  (2) the sale of  substantially  all of the
assets  of  CEL-SCI;  (3) the  acquisition  by any  person  of more  than 50% of
CEL-SCI's  common  stock;  or (4) a change in a majority of CEL-SCI's  directors
which has not been approved by the incumbent  directors.  Effective September 1,
2006 Mr. Kersten's employment agreement was extended to September 1, 2011.

     The Employment Agreement will also terminate upon the death of Mr. Kersten,
Mr. Kersten's physical or mental disability, willful misconduct, an act of fraud
against CEL-SCI, or a breach of the Employment  Agreement by Mr. Kersten. If the
Employment  Agreement is terminated for any of these reasons Mr. Kersten, or his
legal  representatives,  as the case may be, will be paid the salary provided by
the Employment Agreement through the date of termination.

Compensation Committee Interlocks and Insider Participation

     CEL-SCI  has  a  compensation  committee  comprised  of  all  of  CEL-SCI's
directors,  with the exception of Mr.  Kersten.  During the year ended September
30, 2008, Mr. de Clara was the only officer  participating  in  deliberations of
CEL-SCI's compensation committee concerning executive officer compensation.

     During the year ended  September  30, 2008, no director of CEL-SCI was also
an  executive  officer  of another  entity,  which had an  executive  officer of
CEL-SCI serving as a director of such entity or as a member of the  compensation
committee of such entity.

Loan from Officer and Director

     Between  December  2008  and  June  2009  Maximilian  de  Clara,  CEL-SCI's
President  and a director,  loaned  CEL-SCI  $1,104,057.  The loan was initially
payable at the end of March, 2009, but was extended to the end of June, 2009. At
the time the loan was due, and in accordance  with the loan  agreement,  CEL-SCI
issued Mr. de Clara a warrant which entitles Mr. de Clara to purchase  1,648,244
shares of CEL-SCI's  common stock at a price of $0.40 per share.  The warrant is
exercisable  at any time  prior to June 27,  2014.  Although  the loan was to be
repaid from the  proceeds of CEL-SCI's  recent  financing,  CEL-SCI's  Directors
deemed it beneficial not to repay the loan and negotiated a second  extension of
the loan with Mr. de Clara on terms similar to the June 2009 financing. Pursuant
to the terms of the second  extension the note is now due on July 6, 2014,  but,
at Mr. de Clara's  option,  the loan can be  converted  into shares of CEL-SCI's
common stock. The number of shares which will be issued upon any conversion will


                                       13


be  determined  by  dividing  the amount to be  converted  by $0.40.  As further
consideration  for the second  extension,  Mr. de Clara received  warrants which
allow Mr. de Clara to purchase  1,849,295  shares of CEL-SCI's common stock at a
price of $0.50 per share at any time prior to July 6, 2014. The loan from Mr. de
Clara  bears  interest  at 15% per  year  and is  secured  by a  second  lien on
substantially all of CEL-SCI's assets. CEL-SCI does not have the right to prepay
the loan without Mr. de Clara's consent.

Stock Options

     The following tables show information concerning the options granted during
the fiscal year ended September 30, 2008 and the nine months ended June 30, 2009
to the  persons  named  below.  All of the  options  listed  below were  granted
pursuant to CEL-SCI's Non-Qualified Stock Option Plan.

                                 Options Granted
                                                       Exercise
                             Grant        Options      Price Per   Expiration
    Name                      Date       Granted (#)     Share        Date

   Maximilian de Clara     03/05/2008      200,000       $0.62     03/04/2018
   Geert Kersten           03/05/2008      200,000       $0.62     03/04/2018
   Patricia B. Prichep     03/05/2008      100,000       $0.62     03/04/2018
   Eyal Talor, Ph.D.       03/05/2008      100,000       $0.62     03/04/2018
   Maximilian de Clara     07/06/2009      500,000 (1)   $0.38     07/06/2019
   Geert Kersten           07/06/2009    4,000,000 (1)   $0.38     07/06/2019
   Patricia B. Prichep     07/06/2009    3,000,000 (1)   $0.38     07/06/2019
   Eyal Talor, Ph.D.       07/06/2009    3,000,000 (1)   $0.38     07/06/2019

(1)  Very long-term  performance  options: The Board of Directors has identified
     the  successful  Phase  III  clinical  trial for  Multikine  to be the most
     important corporate event to create shareholder value. Therefore, one third
     of the options can be exercised when the first 400 patients are enrolled in
     CEL-SCI's Phase III head and neck cancer  clinical trial.  One third of the
     options can be exercised when all of the patients have been enrolled in the
     Phase III clinical  trial.  One third of the options can be exercised  when
     the Phase III trial is completed.

Options Exercised

                                           Shares
                      Date of            Acquired On            Value
                      Exercise            Exercise            Realized

                    -----------------------None-------------------------


                                       14



                      Shares underlying unexercised
                              Option which are:        Exercise    Expiration
 Name                 Exercisable     Unexercisable     Price          Date

 Maximilian de Clara    23,333                           2.87       07/31/13
                        95,000 (1)                       1.94       08/31/13
                        70,000                           1.05       09/25/09
                        56,666                           1.05       05/01/10
                        50,000                           1.05       05/01/13
                        50,000                           1.05       04/12/09
                        60,000                           1.05       04/19/10
                        60,000                           1.38       03/22/11
                        75,000                           0.54       03/14/12
                        50,000                           0.61       09/02/14
                        50,000                           0.48       09/21/15
                        66,667                           0.58       09/12/16
                        66,667                           0.63       09/13/17
                        66,667                           0.62       03/04/18
                     1,436,250 (2)                       0.25       04/23/19
                     ---------
                     2,276,250
                     =========           33,333          0.58       09/12/16
                                        133,333          0.63       09/13/17
                                        133,333          0.62       03/04/18
                                        -------
                                        299,999
                                        =======
 Geert R. Kersten       50,000                           1.05       11/01/13
                        14,000                           1.05       10/31/13
                        50,000                           1.05       07/31/13
                       224,000 (1)                       1.05       06/10/13
                        50,000                           1.05       09/25/09
                       150,000                           1.05       05/01/10
                        50,000                           1.05       05/01/13
                        50,000                           1.05       04/12/09
                        95,000 (1)                       1.94       08/31/13
                        60,000                           1.05       04/19/10
                        60,000                           1.38       03/22/11
                       560,000 (1)                       1.05       10/16/13
                       105,000                           0.54       03/14/12
                     1,890,000                           0.22       04/01/13
                        50,000                           0.61       09/02/14
                        50,000                           0.48       09/21/15
                       133,334                           0.58       09/12/16
                        66,667                           0.63       09/13/17
                        66,667                           0.62       03/04/18
                     1,839,609 (2)                       0.25       04/23/19
                     ---------
                     5,613,277
                     =========           66,666          0.58       09/12/16
                                        133,333          0.63       09/13/17
                                        133,333          0.62       03/04/18
                                        -------
                                        333,332
                                        =======

                                       15


                      Shares underlying unexercised
                              Option which are:        Exercise    Expiration
 Name                 Exercisable     Unexercisable     Price          Date

 Patricia B. Prichep     6,000                           1.05       12/01/13
                        10,000                           1.05       11/30/13
                         9,500                           1.05       07/31/13
                         3,000                           1.05       12/31/09
                        35,000                           1.05       03/01/10
                        17,000                           1.05       12/01/13
                        15,000                           1.05       04/12/09
                        47,500 (1)                       1.94       08/31/13
                        23,000                           1.05       02/02/10
                        25,000                           1.18       12/08/10
                        30,000                           1.00       12/03/11
                       200,000 (1)                       1.05       10/16/13
                        10,500                           0.54       03/14/12
                        50,000                           0.33       04/26/12
                       243,000                           0.22       04/01/13
                       337,000                           0.22       04/01/13
                        50,000                           0.61       09/02/14
                        30,000                           0.48       09/21/15
                        60,000                           0.58       09/12/16
                        33,334                           0.63       09/13/17
                        33,334                           0.62       03/04/09
                       717,096 (2)                       0.25       04/23/19
                     ---------
                     1,985,264
                     =========           30,000          0.58       09/12/16
                                         66,666          0.63       09/13/17
                                         66,666          0.62       03/04/18
                                        -------
                                        163,332
                                        =======

 Eyal Talor, Ph.D.      15,500                           1.05       07/31/13
                        16,666                           1.05       03/16/10
                        15,000                           1.05       08/03/13
                        10,000 (1)                       1.94       08/31/13
                        20,000                           1.05       08/02/09
                        25,000                           1.76       11/10/10
                        35,000                           1.00       12/03/11
                       160,000 (1)                       1.05       10/16/13
                        50,000                           0.33       04/26/12
                       374,166                           0.22       04/01/13
                        50,000                           0.61       09/02/14
                        30,000                           0.48       09/21/15
                        53,334                           0.58       09/12/16
                        33,334                           0.63       09/13/17
                        33,334                           0.62       03/04/18
                       240,820 (2)                       0.25       04/23/19
                     ---------
                     1,162,154
                     =========

                                       16


                      Shares underlying unexercised
                              Option which are:        Exercise    Expiration
 Name                 Exercisable     Unexercisable     Price          Date

 Eyal Talor, Ph.D.                        26,666         0.58       09/12/16
   (cont'd)                               66,666         0.63       09/13/17
                                          66,666         0.62       03/04/18
                                         -------
                                         159,998
                                         =======

(1)  Options were purchased through CEL-SCI's Salary Reduction Plan.

(2)  Options  awarded  to  employees  who did not  collect a salary,  reduced or
     deferred their salary between the period of September 15, 2008 and June 30,
     2009.  For  example,  Mr. de Clara,  Mr.  Kersten  and Ms.  Prichep did not
     collect any salary between September 30, 2008 and June 30, 2009.

Stock Option, Bonus Plans and Compensation Plans

     CEL-SCI has Incentive Stock Option Plans, Non-Qualified Stock Option Plans,
Stock Bonus Plans and a Stock  Compensation  Plan.  The Stock Option,  Bonus and
Compensation  Plans have been  approved  by  CEL-SCI's  stockholders.  A summary
description of these Plans follows.  In some cases these Plans are  collectively
referred to as the "Plans".

     Incentive  Stock Option Plans.  The Incentive  Stock Option Plans authorize
the issuance of shares of CEL-SCI's common stock to persons who exercise options
granted  pursuant to the Plan.  Only CEL-SCI's  employees may be granted options
pursuant to the Incentive Stock Option Plan.

     To be  classified as incentive  stock  options  under the Internal  Revenue
Code,  options  granted  pursuant  to the Plans must be  exercised  prior to the
following dates:

(a)  The  expiration of three months after the date on which an option  holder's
     employment by CEL-SCI is terminated  (except if such  termination is due to
     death or permanent and total disability);

(b)  The  expiration  of 12 months  after  the date on which an option  holder's
     employment  by CEL-SCI is  terminated,  if such  termination  is due to the
     Employee's permanent and total disability;

(c)  In the event of an option  holder's  death  while in the employ of CEL-SCI,
     his executors or administrators may exercise, within three months following
     the date of his death,  the  option as to any of the shares not  previously
     exercised;

     The total fair market  value of the shares of Common Stock  (determined  at
the time of the  grant of the  option)  for which any  employee  may be  granted
options  which  are  first  exercisable  in any  calendar  year  may not  exceed
$100,000.

                                       17


     Options may not be exercised  until one year  following  the date of grant.
Options  granted to an employee then owning more than 10% of the Common Stock of
CEL-SCI  may not be  exercisable  by its terms after five years from the date of
grant.  Any other option granted  pursuant to the Plan may not be exercisable by
its terms after ten years from the date of grant.

     The purchase price per share of Common Stock purchasable under an option is
determined by the Committee but cannot be less than the fair market value of the
Common  Stock on the date of the grant of the option (or 110% of the fair market
value in the case of a person  owning  more  than 10% of  CEL-SCI's  outstanding
shares).

     Non-Qualified  Stock Option  Plans.  The  Non-Qualified  Stock Option Plans
authorize  the  issuance of shares of  CEL-SCI's  common  stock to persons  that
exercise options granted pursuant to the Plans. CEL-SCI's employees,  directors,
officers,  consultants and advisors are eligible to be granted options  pursuant
to the Plans,  provided however that bona fide services must be rendered by such
consultants  or advisors and such services  must not be in  connection  with the
offer  or  sale of  securities  in a  capital-raising  transaction.  The  option
exercise price is determined by the Committee.

     Stock Bonus Plan.  Under the Stock Bonus Plans shares of  CEL-SCI's  common
stock may be issued to CEL-SCI's employees, directors, officers, consultants and
advisors,  provided  however  that  bona  fide  services  must  be  rendered  by
consultants  or advisors and such services  must not be in  connection  with the
offer or sale of securities in a capital-raising transaction.

     Stock  Compensation  Plan.  Under the  Stock  Compensation  Plan  shares of
CEL-SCI's  common  stock  may  be  issued  to  CEL-SCI's  employees,  directors,
officers,  consultants  and advisors,  provided  however that bona fide services
must be rendered by  consultants  or advisors and such  services  must not be in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction.

     Other  Information  Regarding  the  Plans.  The Plans are  administered  by
CEL-SCI's  Compensation  Committee ("the Committee"),  each member of which is a
director of CEL-SCI.  The members of the  Committee  were  selected by CEL-SCI's
Board of  Directors  and serve for a one year tenure and until their  successors
are elected.  A member of the  Committee may be removed at any time by action of
the Board of Directors.  Any vacancies  which may occur on the Committee will be
filled by the Board of Directors.  The Committee is vested with the authority to
interpret the  provisions of the Plans and supervise the  administration  of the
Plans.  In addition,  the Committee is empowered to select those persons to whom
shares or options are to be granted,  to determine the number of shares  subject
to each grant of a stock bonus or an option and to determine when, and upon what
conditions,  shares or options granted under the Plans will vest or otherwise be
subject to forfeiture and cancellation.

     In the  discretion of the  Committee,  any option  granted  pursuant to the
Plans may include installment  exercise terms such that the option becomes fully
exercisable  in  a  series  of  cumulating  portions.  The  Committee  may  also
accelerate  the date upon which any option (or any part of any options) is first
exercisable.  Any shares issued pursuant to the Stock Bonus Plan and any options


                                       18


granted pursuant to the Incentive Stock Option Plan or the  Non-Qualified  Stock
Option Plan will be  forfeited  if the  "vesting"  schedule  established  by the
Committee  administering  the Plan at the time of the grant is not met. For this
purpose,  vesting  means the period  during  which the  employee  must remain an
employee of CEL-SCI or the period of time a non-employee  must provide  services
to CEL-SCI. At the time an employee ceases working for CEL-SCI (or at the time a
non-employee ceases to perform services for CEL-SCI),  any shares or options not
fully vested will be forfeited and cancelled. At the discretion of the Committee
payment for the shares of Common  Stock  underlying  options may be paid through
the delivery of shares of CEL-SCI's Common Stock having an aggregate fair market
value  equal to the option  price,  provided  such shares have been owned by the
option holder for at least one year prior to such  exercise.  A  combination  of
cash and shares of Common Stock may also be permitted at the  discretion  of the
Committee.

     Options  are  generally  non-transferable  except  upon death of the option
holder.  Shares  issued  pursuant to the Stock Bonus Plan will  generally not be
transferable  until the  person  receiving  the  shares  satisfies  the  vesting
requirements imposed by the Committee when the shares were issued.

     The Board of Directors  of CEL-SCI may at any time,  and from time to time,
amend,  terminate,  or suspend  one or more of the Plans in any manner they deem
appropriate,  provided that such  amendment,  termination or suspension will not
adversely  affect  rights or  obligations  with  respect  to  shares or  options
previously  granted.  The  Board  of  Directors  may  not,  without  shareholder
approval:  make any  amendment  which would  materially  modify the  eligibility
requirements  for the Plans;  increase or decrease the total number of shares of
Common  Stock which may be issued  pursuant to the Plans except in the case of a
reclassification  of CEL-SCI's  capital  stock or a  consolidation  or merger of
CEL-SCI;  reduce  the  minimum  option  price per  share;  extend the period for
granting options;  or materially increase in any other way the benefits accruing
to employees who are eligible to participate in the Plans.

     Summary.  The  following  shows  certain  information  as of July 15,  2009
concerning the stock options and stock bonuses  granted by CEL-SCI.  Each option
represents the right to purchase one share of CEL-SCI's common stock.


                                                                  
                                 Total         Shares
                                Shares       Reserved for    Shares       Remaining
                               Reserved      Outstanding    Issued as   Options/Shares
Name of Plan                 Under Plans (1)   Options     Stock Bonus    Under Plans

Incentive Stock Option Plans  10,100,000       8,951,041       N/A          770,225
Non-Qualified Stock
  Option Plans                13,760,000       9,106,345       N/A        1,299,386
Stock Bonus Plans              7,940,000          N/A       5,930,186     2,008,055
Stock Compensation Plan        5,500,000          N/A       5,105,746       394,254



(1)  Does not include shares which may be granted under plans which are referred
     to in Notice of the current Annual Meeting of Shareholders.

     Of the shares  issued  pursuant to  CEL-SCI's  Stock Bonus Plans  1,180,544
shares were issued as part of CEL-SCI's contribution to its 401(k) plan.


                                       19



     The  following  table  shows the  weighted  average  exercise  price of the
outstanding  options granted pursuant to CEL-SCI's  Incentive and  Non-Qualified
Stock Option Plans as of September 30, 2008,  CEL-SCI's  most recent fiscal year
end. CEL-SCI's Incentive and Non-Qualified Stock Option Plans have been approved
by CEL-SCI's shareholders.

                                                                    
                                                                   Number of Securities
                                   Number                            Remaining Available
                                of Securities                       For Future Issuance
                                to be Issued    Weighted-Average        Under Equity
                               Upon Exercise     Exercise Price      Compensation Plans,
                               of Outstanding    of Outstanding      Excluding Securities
Plan category                    Options (a)         Options        Reflected in Column (a)

Incentive Stock Option Plans       4,745,266          $0.53              5,003,000
Non-Qualified Stock Option Plans   8,406,265          $0.68              2,028,000



Compensation Committee

     During the year  ending  September  30,  2008  CEL-SCI  had a  Compensation
Committee which was comprised of Maximilian de Clara, Alexander Esterhazy and C.
Richard  Kinsolving.  During the year ended September 30, 2008 the  Compensation
Committee  did not formerly  meet as a separate  committee,  but rather held its
meetings in conjunction with CEL-SCI's Board of Director's meetings.

     During the year ended September 30, 2008, Mr. de Clara was the only officer
participating in deliberations of CEL-SCI's  compensation  committee  concerning
executive  officer  compensation.  During the year ended  September 30, 2008, no
director of CEL-SCI was also an executive  officer of another entity,  which had
an  executive  officer of CEL-SCI  serving as a director  of such entity or as a
member of the compensation committee of such entity.

      The following is the report of the Compensation Committee:

     The key  components of CEL-SCI's  executive  compensation  program  include
annual base salaries and long-term  incentive  compensation  consisting of stock
options. It is CEL-SCI's policy to target compensation (i.e., base salary, stock
option  grants and other  benefits) at  approximately  the median of  comparable
companies  in  the  biotechnology  field.  Accordingly,   data  on  compensation
practices  followed  by  other  companies  in  the  biotechnology   industry  is
considered.

     CEL-SCI's  long-term  incentive  program  consists  exclusively of periodic
grants of stock options with an exercise price equal to the fair market value of
CEL-SCI's common stock on the date of grant. To encourage retention, the ability
to  exercise   options   granted   under  the  program  is  subject  to  vesting
restrictions. Decisions made regarding the timing and size of option grants take
into  account the  performance  of both CEL-SCI and the  employee,  "competitive
market"  practices,  and the size of the option grants made in prior years.  The
weighting of these factors varies and is subjective. Current option holdings are
not considered when granting options.

                                       20


     In April 2005 CEL-SCI entered into a three-year  employment  agreement with
Maximilian de Clara,  CEL-SCI's President.  The April 2005 employment agreement,
which is essentially the same as Mr. de Clara's two prior employment agreements,
provides that during the employment  term CEL-SCI will pay Mr. de Clara a salary
of $363,000.

     On September 8, 2006 Mr. de Clara's  Employment  Agreement  was amended and
extended  to April 30,  2010.  The  terms of the  amendment  to Mr.  de  Clara's
employment  agreement  are  referenced  in a report on Form 8-K  filed  with the
Securities  and  Exchange  Commission  on  September  8, 2006.  In amending  and
renewing Mr. de Clara's  employment  contract CEL-SCI's  Compensation  Committee
considered various factors,  including Mr. de Clara's performance in his area of
responsibility,  Mr. de Clara's  experience in his position,  and Mr. de Clara's
length of service with the Company.  During the fiscal year ending September 30,
2008 the compensation paid to Mr. de Clara was based on his employment contract.

     In August 2003, CEL-SCI entered into a three-year employment agreement with
Geert R. Kersten. The employment agreement, which is essentially the same as Mr.
Kersten's  prior  employment  agreement,  provides  that  during the term of the
agreement  CEL-SCI will pay Mr. Kersten an annual salary of $370,585.  Effective
September 1, 2006 Mr. Kersten's  employment  agreement was extended to September
1, 2011. In renewing Mr. Kersten's  employment  contract CEL-SCI's  Compensation
Committee considered various factors, including Mr. Kersten's performance in his
area of  responsibility,  Mr.  Kersten's  experience  in his  position,  and Mr.
Kersten's  length of  service  with  CEL-SCI.  During  the  fiscal  year  ending
September  30,  2008  the  compensation  paid to Mr.  Kersten  was  based on his
employment contract.

     During  the year  ending  September  30,  2008,  the  compensation  paid to
CEL-SCI's other executive officers was based on a variety of factors,  including
the  performance in the  executive's  area of  responsibility,  the  executive's
individual  performance,  the  executive's  experience  in his or her role,  the
executive's  length of service with CEL-SCI,  the  achievement of specific goals
established  for CEL-SCI and its  business,  and, in certain  instances,  to the
achievement of individual goals.

     Financial or stockholder  value  performance  comparisons  were not used to
determine the compensation of CEL-SCI' other executive  officers since CEL-SCI's
financial  performance  and  stockholder  value are  influenced to a substantial
degree by external factors and as a result comparing the compensation payable to
the other executive  officers to CEL-SCI's  financial or stock price performance
can be misleading.

     During the year ended  September 30, 2008 CEL-SCI  granted  options for the
purchase of 900,000  shares of CEL-SCI's  common  stock to  CEL-SCI's  executive
officers. In granting the options to CEL-SCI's executive officers,  the Board of
Directors  considered  the same factors  which were used to  determine  the cash
compensation paid to such officers. Additional options were granted to CEL-SCI's
officers as some of them did not receive any salary  between  September 2008 and
June 2009, and others received reduced salaries during the same period.

                                       21


     Except as  otherwise  disclosed  in this proxy  statement,  during the year
ended September 30, 2008 CEL-SCI did not issue any shares of its common stock to
CEL-SCI's officers or directors in return for services provided to CEL-SCI.

     The foregoing  report has been approved by the members of the  Compensation
Committee:

                               Maximilian de Clara
                               Alexander Esterhazy
                              C. Richard Kinsolving

Audit Committee

     During the year ended  September  30, 2008  CEL-SCI had an Audit  Committee
comprised of Alexander  Esterhazy,  C. Richard  Kinsolving and Peter Young.  All
members of the Audit  Committee are  independent as  independence  is defined by
Section 803 of the NYSE Amex's Listing Standards.  Dr. Peter Young serves as the
audit  committee's  financial  expert.  The purpose of the Audit Committee is to
review and approve the  selection  of CEL-SCI's  auditors  and review  CEL-SCI's
financial  statements with CEL-SCI's  independent  registered  public accounting
firm.

     During the fiscal year ended  September 30, 2008, the Audit Committee met 5
times. All members of the Audit Committee attended these meetings.

     The following is the report of the Audit Committee:

(1)  The Audit  Committee  reviewed and discussed  CEL-SCI's  audited  financial
     statements for the year ended September 30, 2008 with CEL-SCI's management.

(2)  The Audit Committee discussed with CEL-SCI's independent  registered public
     accounting  firm the  matters  required to be  discussed  by  Statement  on
     Accounting  Standards (SAS) No. 61 "Communications with Audit Committee" as
     amended by SASs 89 and 90.

(3)  The Audit  Committee  has received the written  disclosures  and the letter
     from CEL-SCI's  independent  registered  public accounting firm required by
     PCAOB  (Public  Company  Accounting  Oversight  Board)  standards,  and had
     discussed with CEL-SCI's independent  registered public accounting firm the
     independent registered public accounting firm's independence; and

(4)  Based on the review and discussions  referred to above, the Audit Committee
     recommended to the Board of Directors that the audited financial statements
     be  included  in  CEL-SCI's  Annual  Report on Form 10-K for the year ended
     September 30, 2008 for filing with the Securities and Exchange Commission.


                                       22


(5)  During the year ended  September  30, 2008  CEL-SCI  paid BDO Seidman  LLP,
     CEL-SCI's  independent  registered  public  accounting  firm, audit fees of
     $173,052  for  professional  services  rendered  for the audit of CEL-SCI's
     annual  financial  statements  and the reviews of the financial  statements
     included in CEL-SCI's  10-Q reports for the fiscal year and all  regulatory
     filings.  The  Audit  Committee  is of the  opinion  that  these  fees  are
     consistent with maintaining its independence from CEL-SCI.

     The  foregoing  report  has  been  approved  by the  members  of the  Audit
Committee:

                             Alexander G. Esterhazy
                              C. Richard Kinsolving
                                   Peter Young

     CEL-SCI's  Board of Directors  has adopted a written  charter for the Audit
Committee, a copy of which is attached to this proxy statement.

PROPOSAL TO ADOPT 2009 INCENTIVE STOCK OPTION PLAN

     Shareholders  are being requested to vote on the adoption of CEL-SCI's 2009
Incentive Stock Option Plan. The purpose of the 2009 Incentive Stock Option Plan
is to furnish  additional  compensation and incentives to CEL-SCI's officers and
employees.

     The 2009  Incentive  Stock  Option Plan,  if adopted,  will  authorize  the
issuance of up to  5,000,000  shares of  CEL-SCI's  common stock to persons that
exercise  options  granted  pursuant  to the plan.  As of the date of this Proxy
Statement CEL-SCI had not granted any options pursuant to this plan.

     Any  options  under the 2009  Incentive  Stock  Option Plan must be granted
before July 15,  2019.  If adopted,  the 2009  Incentive  Stock Option Plan will
function and be  administered  in the same manner as CEL-SCI's  other  Incentive
Stock Option Plans.  The Board of Directors  recommends that the shareholders of
CEL-SCI approve the adoption of the 2009 Incentive Stock Option Plan.

PROPOSAL TO ADOPT 2009 NON-QUALIFIED STOCK OPTION PLAN

     Shareholders  are being requested to vote on the adoption of CEL-SCI's 2009
Non-Qualified Stock Option Plan.  CEL-SCI's  employees,  directors and officers,
and  consultants  or  advisors to CEL-SCI  are  eligible  to be granted  options
pursuant to the 2009  Non-Qualified Plan as may be determined by CEL-SCI's Board
of Directors,  provided however that bona fide services must be rendered by such
consultants  or advisors and such services  must not be in  connection  with the
offer or sale of securities in a capital-raising transaction.

                                       23



     The 2009 Non-Qualified Plan, if adopted,  will authorize the issuance of up
to 15,000,000  shares of CEL-SCI's common stock to persons that exercise options
granted pursuant to the Plan. As of the date of this Proxy Statement CEL-SCI has
granted 10,500,000 options under the 2009 Non-Qualified Plan.

     The 2009  Non-Qualified  Plan will function and be administered in the same
manner as CEL-SCI's other Non-Qualified Plans. The Board of Directors recommends
that the shareholders of CEL-SCI approve the adoption of the 2009  Non-Qualified
Plan.

PROPOSAL TO ADOPT 2009 STOCK BONUS PLAN

     Shareholders  are being requested to vote on the adoption of CEL-SCI's 2009
Stock  Bonus  Plan.  The  purpose  of the 2009  Stock  Bonus  Plan is to furnish
additional  compensation  and  incentives  to  CEL-SCI's  employees,  directors,
officers,  consultants  and  advisors  and to allow  CEL-SCI to continue to make
contributions  to its 401(k)  plan with  shares of its common  stock  instead of
cash.

     Since 1993 CEL-SCI has maintained a defined  contribution  retirement  plan
(also known as a 401(k) Plan) covering  substantially  all CEL-SCI's  employees.
Since  1998  CEL-SCI's  contribution  to the  plan has been  made in  shares  of
CEL-SCI's  common  stock as opposed to cash.  CEL-SCI's  contribution  of common
stock is made  quarterly and is valued based upon the price of CEL-SCI's  common
stock on the American Stock  Exchange.  The Board of Directors is of the opinion
that  contributions  to the 401(k) plan with shares of  CEL-SCI's  common  stock
serves  to  further  align the  shareholder's  interest  with that of  CEL-SCI's
employees.

     The 2009 Stock Bonus Plan, if adopted, will authorize the issuance of up to
2,000,000  shares of CEL-SCI's  common stock to persons  granted  stock  bonuses
pursuant  to the plan.  As of the date of this Proxy  Statement  CEL-SCI had not
granted any stock bonuses pursuant to the 2009 Stock Bonus Plan.

     The 2009 Stock Bonus Plan will  function  and be  administered  in the same
manner  as  CEL-SCI's  existing  Stock  Bonus  Plans.  The  Board  of  Directors
recommends  that the  shareholders  of CEL-SCI  approve the adoption of the 2009
Stock Bonus Plans.

PROPOSAL TO AMEND CEL-SCI'S STOCK COMPENSATION PLAN

     During the two years ended  September  30, 2008  CEL-SCI  issued  1,341,355
shares of its common stock to its  officers,  directors and employees in payment
of $831,736 in salaries,  fees and other compensation owed to these persons.  To
conserve  cash,  CEL-SCI  expects  that it may  continue to offer its  officers,
directors and employees the  opportunity to receive  shares of CEL-SCI's  common
stock in payment of amounts owed by CEL-SCI for services rendered.

     CEL-SCI's   common  stock  trades  on  the  NYSE  Amex.  NYSE   Amex-listed
corporations  must obtain  shareholder  approval for  arrangements  which permit
officers, directors,  employees or consultants to receive a listed corporation's
shares in payment of compensation.

                                       24


     To comply with the NYSE Amex  requirements in this regard CEL-SCI adopted a
Stock Compensation Plan, which was approved by CEL-SCI's shareholders at the May
6, 2004 annual meeting, and which provided that shares of CEL-SCI'S common stock
would be  available  for  issuance  under  the Plan.  Shareholders  subsequently
approved  amendments  to  the  Stock  Compensation  Plan  which  provided  up to
5,500,000 shares would be available for issuance under the plan.

     So that CEL-SCI may continue to offer shares of its common stock in payment
of  compensation  owed,  CEL-SCI's  Board of Directors,  subject to  shareholder
approval,  has approved an amendment to the Stock  Compensation  Plan so that an
additional  2,000,000  shares of restricted  common stock would be available for
issuance under the Plan. The Board of Directors recommends that the shareholders
of CEL-SCI approve the amendment to the Stock Compensation Plan.

PROPOSAL TO AMEND CEL-SCI'S ARTICLES OF INCORPORATION SUCH THAT CEL-SCI WOULD BE
AUTHORIZED TO ISSUE 450,000,000 SHARES OF COMMON STOCK

     CEL-SCI  is  presently  authorized  to issue  300,000,000  shares of common
stock.  As of July 28, 2009,  CEL-SCI had _______  outstanding  shares of common
stock.  Approximately  ________  additional  shares  could  be  issued  upon the
conversion of outstanding promissory notes, the payment of interest or principal
on the promissory notes, or the exercise of outstanding options and warrants.

     Due to the  lack of any  significant  revenues,  CEL-SCI  has  relied  upon
proceeds  from the  private  sales of its common  stock,  as well as  securities
convertible into common stock, to meet its funding requirements.

     CEL-SCI  needs  to  increase  its  authorized  shares  of  common  stock to
accommodate  the  additional  shares  which  may be  issued  if all  outstanding
options,  warrants and convertible securities were exercised or converted and to
allow CEL-SCI to raise  additional  capital  through the sale of common stock or
securities convertible into common stock.

     Although  CEL-SCI will be required to fund its operations  through the sale
of its securities until  significant  revenues are generated from the commercial
sale of its  products,  as of the date of this proxy  statement  CEL-SCI did not
have any  definitive  agreements  or  arrangements  with any  person to sell any
additional shares of its common stock, except for CEL-SCI's  obligation to issue
common  stock upon the  exercise  of  outstanding  options  and  warrants or the
conversion of.

     If this proposal is not adopted,  it may not be possible to raise the funds
needed to start the Phase III trial for Multikine.

                                       25



APPROVAL  OF THE  ISSUANCE  OF SUCH  NUMBER OF SHARES OF COMMON  STOCK AS MAY BE
REQUIRED BY THE TERMS OF THE EQUITY LINE OF CREDIT.

     On  December  30,  2008,  CEL-SCI  entered  into an  equity  line of credit
agreement with  Ascendiant  Capital Group,  LLC in order to establish a possible
source of funding for CEL-SCI.  The equity line of credit agreement  establishes
what is sometimes also referred to as an equity drawdown facility.

     Under the equity line of credit agreement, Ascendiant has agreed to provide
CEL-SCI with up to $5,000,000  of funding prior to January 6, 2011.  During this
period,  CEL-SCI  may  request a  drawdown  under the  equity  line of credit by
selling  shares  of its  common  stock  to  Ascendiant  and  Ascendiant  will be
obligated to purchase the shares.  CEL-SCI may request a drawdown once every ten
trading days,  although CEL-SCI is under no obligation to request any draw-downs
under the equity  line of credit.  There must be a minimum of two  trading  days
between each drawdown request.

     During the ten trading  days  following a drawdown  request,  CEL-SCI  will
calculate the amount of shares it will sell to Ascendiant and the purchase price
per share.  The  purchase  price per share of common  stock will be based on the
daily volume weighted average price of CEL-SCI's common stock during each of the
ten trading days immediately following the drawdown date, less a discount of 9%.

     CEL-SCI may request a drawdown by faxing a drawdown  notice to  Ascendiant,
stating  the amount of the  drawdown  and the  lowest  price,  if any,  at which
CEL-SCI is willing to sell the shares. The lowest price will be set by CEL-SCI's
Chief Executive Officer in his sole and absolute discretion.

     As of July 28, 2009 CEL-SCI had not requested any drawdown under the equity
line of credit.

APPROVAL  OF  A  REVERSE  SPLIT  OF  CEL-SCI'S  COMMON  STOCK,  SUBJECT  TO  THE
DETERMINATION  OF CEL-SCI'S  DIRECTORS THAT A REVERSE SPLIT WOULD BE IN THE BEST
INTEREST OF CEL-SCI'S SHAREHOLDERS.

     CEL-SCI's  Board of Directors is seeking  approval to adopt a reverse split
of its  outstanding  common stock in a ratio no less than 1-for-2 and no greater
than  1-for-10  at any time before its next Annual  Meeting of  Stockholders  in
2010.  CEL-SCI's Board of Directors has not made any determination of whether it
wants to actually proceed with a reverse split of the Company's common stock; it
is only  seeking  the  shareholders'  approval  for  such a step  at this  time.
CEL-SCI's  Directors asked for and received this approval from the  shareholders
last year, but did not use it. CEL-SCI's  Directors believe that,  because it is
not  possible  to  predict  future  market  conditions,  it would be in the best
interests of the  stockholders  if the Board was able to determine,  at any time
prior to the next Annual  Meeting of  Stockholders  in 2010,  whether to adopt a
reverse  split of  CEL-SCI's  outstanding  common stock and, if the Board should
decide to proceed  that way, the  appropriate  reverse  stock split  ratio.  The


                                       26


proposed reverse stock split would combine a whole number of outstanding  shares
of CEL-SCI's  common  stock into one share of common  stock,  thus  reducing the
number of outstanding  shares without any corresponding  change in CEL-SCI's par
value or market  capitalization.  As a result, the number of shares of CEL-SCI's
common stock owned by each  stockholder  would be reduced in the same proportion
as the  reduction  in the  total  number  of  shares  outstanding,  so that  the
percentage  of the  outstanding  shares owned by each  stockholder  would remain
unchanged.

     If this proposal is approved,  CEL-SCI'S  Directors will  subsequently have
the authority, in their sole discretion,  to determine whether or not to proceed
with a reverse  stock  split.  If the Board of  Directors  determines,  based on
factors such as the trading prices of CEL-SCI's  common stock and other relevant
circumstances  that a reverse stock split is in CEL-SCI's  best interests and in
the best interests of CEL-SCI's  stockholders,  it may, at such time as it deems
appropriate, determine the exact ratio of the reverse stock split and effect the
reverse  split  without   further   approval  or   authorization   of  CEL-SCI's
stockholders.  The text of the proposed  amendment to CEL-SCI's  certificate  of
incorporation is provided in Exhibit A to this proxy statement.  The text of the
proposed  amendment is subject to modification to include such changes as may be
required by the Colorado  Secretary of State or as the Board of Directors  deems
necessary and advisable to effect the reverse stock split.

     CEL-SCI's  Board of Directors  reserves the right,  even after  stockholder
approval,  to forego or postpone the reverse stock split if it  determines  such
action is not in CEL-SCI's  best  interests  or the best  interests of CEL-SCI's
stockholders.  If the reverse  stock split  adopted by the  stockholders  is not
subsequently  implemented  by  CEL-SCI's  Board of  Directors by the 2010 Annual
Meeting of Stockholders,  this proposal will be deemed abandoned.  In such case,
the Board of Directors may again seek stockholder  approval at a future date for
a reverse  stock split if it deems a reverse stock split to be advisable at that
time.  If the reverse  stock  split is  adopted,  there will be no change in the
number of authorized shares of CEL-SCI's common stock.

     The primary  reason for the reverse  split stock is to increase the trading
price of CEL-SCI's common stock by reducing the number of CEL-SCI's  outstanding
shares.

     The Board of Directors  believes that, with the manufacturing  facility now
completed,  the most  important  step it can take is to  conduct  the  Phase III
clinical  trial with  Multikine.  CEL-SCI is now a Phase III cancer company with
very  promising  human  survival  data,  yet the low share price  prevents  many
investors from investing in CEL-SCI.  CEL-SCI's Board of Directors believes that
the  current  low market  price for  CEL-SCI's  common  stock has had a negative
effect on the marketability of CEL-SCI's outstanding shares for several reasons.
First,  many  institutional  investors  have internal  policies  preventing  the
purchase of low-priced  stocks.  Second,  analysts and brokers at many brokerage
firms  are  prohibited  from  recommending,   or  are  reluctant  to  recommend,
lower-priced  stocks to their  clients.  Also,  since a broker's  commissions on
low-priced  stocks  generally  represent a higher  percentage of the stock price
than  commissions  on higher priced  stocks,  the current low price of CEL-SCI's
common  stock can result in investors  paying  transaction  costs  (commissions,
markups or markdowns) that are a higher percentage of the total share value than
would be the case if the  price of  CEL-SCI's  common  stock  was  substantially

                                       27



higher. Third,  CEL-SCI's low share price creates the impression that CEL-SCI is
not a  credible  company  while in reality  it is an  established  biotechnology
company with a potentially  very important cancer drug going into a global Phase
III clinical trial.

     CEL-SCI's Board of Directors  believes that increasing the per share market
price of its common stock may  encourage  greater  interest in CEL-SCI's  common
stock and enhance the  acceptability and marketability of CEL-SCI's common stock
to the financial  community and investing public.  As of July 28, 2009,  CEL-SCI
had _________  outstanding shares of common stock, which is more than many other
biotechnology  and life science companies that are comparable in size. A reverse
stock split would  reduce the number of shares  outstanding  to a number that is
more comparable with those of similar  biotechnology  and life science companies
and more appropriate to the size and scope of CEL-SCI's current business.

     While CEL-SCI expects that the reverse stock split will increase the market
price of its common stock CEL-SCI cannot  guarantee that the reverse stock split
will  increase the market  price of its common stock by a multiple  equal to the
reverse split ratio,  or result in any  permanent  increase in the market price,
which can be  dependent  upon many  factors,  including  CEL-SCI's  business and
financial  performance and prospects.  Should the market price decline after the
reverse stock split, the percentage  decline may be greater,  due to the smaller
number of shares outstanding, than it would have been prior to the reverse stock
split.  In some cases the stock price of  companies  that have  adopted  reverse
stock splits has subsequently declined to pre-reverse split levels. Accordingly,
CEL-SCI cannot assure its shareholders that the market price of its common stock
immediately  after  the  effective  date  of the  reverse  stock  split  will be
maintained for any period of time, or that the reverse stock split will not have
an adverse  effect on  CEL-SCI's  stock  price.  A reverse  stock split is often
viewed  negatively  by the market and,  consequently,  can lead to a decrease in
CEL-SCI's  overall  market  capitalization.  If the per  share  price  does  not
increase  proportionately as a result of the reverse stock split, then CEL-SCI's
overall market  capitalization will be reduced.  However,  CEL-SCI believes that
evidence  suggests  that if a reverse  split is done from a position of strength
and by a real and  established  company as opposed to one that is simply trying,
for example,  to save its listing on the NASDAQ stock exchange when its stock is
below $1,  then the  reverse  split  can be very  beneficial  for the  Company's
overall market capitalization.

     The reverse stock split would eliminate less than ___  shareholders  since,
according to the records of CEL-SCI's  transfer agent, only ___ shareholders own
less than five shares.

     CEL-SCI would still have approximately  ______  shareholders in the reverse
stock  split  and  would  continue  to be  registered  under  Section  12 of the
Securities Exchange Act of 1934.

     Any fractional shares resulting from the reverse stock split are rounded to
the nearest whole share.

     CEL-SCI's  Articles of  Incorporation  provide  that  CEL-SCI is  presently
authorized to issue  300,000,000  shares of common stock.  The reverse split, if
adopted,  would not change the number of shares of common stock which CEL-SCI is
authorized  to issue.  However,  a reverse  split  would  reduce  the  number of
CEL-SCI's  outstanding  shares,  which would enable CEL-SCI to issue more shares


                                       28


that it would be able to issue if the  reverse  split was not  adopted.  CEL-SCI
does not have any plans to issue any  additional  shares  of its  common  stock,
other  than  shares  which it  would be  required  to issue in  connection  with
outstanding  options or warrants,  or shares which have  customarily been issued
pursuant to CEL-SCI's stock bonus or compensation plans.

     If approved by CEL-SCI's  shareholders  the,  reverse  stock split would be
contingent upon CEL-SCI's  directors adopting a reverse stock split with a ratio
no less than 1-for-2 and no greater than 1-for-10.

     At the last annual  meeting  CEL-SCI's  shareholders  approved a resolution
similar to the foregoing.  However,  CEL-SCI's directors did not take any action
with respect to a reverse stock split.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Board of  Directors  has  selected  BDO  Seidman,  LLP, an  independent
registered public accounting firm, to audit the books and records of CEL-SCI for
the fiscal year ending  September  30,  2009.  BDO Seidman  served as  CEL-SCI's
independent  registered  public  accounting  firm  for  the  fiscal  year  ended
September 30, 2008. A representative of BDO Seidman is expected to be present at
the shareholders' meeting.

     BDO Seidman, LLP served as CEL-SCI's auditors for the years ended September
30,  2008 and 2007.  The  following  table  shows the  aggregate  fees billed to
CEL-SCI during these year by BDO Seidman, LLP:

                                                 Year Ended September 30,
                                                2008                2007

Audit Fees                                   $173,052            $142,704
Audit-Related Fees                                 --                  --
Tax Fees                                           --                  --
All Other Fees                                     --                  --

     Audit fees represent amounts billed for professional  services rendered for
the audit of  CEL-SCI's  annual  financial  statements  and the  reviews  of the
financial  statements included in CEL-SCI's 10-Q reports for the fiscal year and
all regulatory filings. Before BDO Seidman, LLP was engaged by CEL-SCI to render
audit or non-audit  services,  the  engagement  was approved by CEL-SCI's  audit
committee.  CEL-SCI's  Board of  Directors is of the opinion that the Audit Fees
charged by BDO Seidman, LLP are consistent with BDO Seidman, LLP maintaining its
independence from CEL-SCI.

                   AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

     CEL-SCI's Annual Report on Form 10-K for the year ending September 30, 2008
will be sent to any shareholder of CEL-SCI upon request.  Requests for a copy of
this  report  should be  addressed  to the  Secretary  of CEL-SCI at the address
provided on the first page of this proxy statement. SHAREHOLDER PROPOSALS

                                       29


     Any  shareholder  proposal  which may  properly  be  included  in the proxy
solicitation material for the annual meeting of shareholders following CEL-SCI's
year ending  September  30, 2008 must be received by the Secretary of CEL-SCI no
later than December 31, 2009.

                                     GENERAL

     The  cost  of   preparing,   printing  and  mailing  the  enclosed   proxy,
accompanying notice and proxy statement,  and all other costs in connection with
solicitation  of  proxies  will be  paid by  CEL-SCI  including  any  additional
solicitation made by letter,  telephone or telegraph.  Failure of a quorum to be
present at the meeting will necessitate  adjournment and will subject CEL-SCI to
additional expense.  CEL-SCI's annual report, including financial statements for
the 2008 fiscal year, is included in this mailing.

     CEL-SCI's  Board of Directors  does not intend to present and does not have
reason to believe  that others  will  present any other items of business at the
annual meeting.  However, if other matters are properly presented to the meeting
for a vote,  the proxies will be voted upon such matters in accordance  with the
judgment of the persons acting under the proxies.

     Please complete, sign and return the attached proxy promptly.








                                       30


                                   CEL-SCI CORPORATION                    PROXY
                  This Proxy is solicited by CEL-SCI's Board of Directors

The undersigned stockholder of CEL-SCI acknowledges receipt of the Notice of the
Annual Meeting of Stockholders  to be held September 14, 2009,  10:30 a.m. local
time, at the ......Munich,  Germany and hereby appoints  Maximilian de Clara and
Geert R. Kersten  with the power of  substitution,  as Attorneys  and Proxies to
vote all the shares of the  undersigned at said annual  meeting of  stockholders
and at all adjournments  thereof,  hereby ratifying and confirming all that said
Attorneys  and  Proxies may do or cause to be done by virtue  hereof.  The above
named  Attorneys  and Proxies are  instructed  to vote all of the  undersigned's
shares as follows:

(1)  To elect the persons who shall constitute  CEL-SCI's Board of Directors for
     the ensuing year.
 [ ] FOR all nominees listed below (except as marked to the contrary
           below)

       [ ] WITHHOLD AUTHORITY to vote for all nominees listed below

   (INSTRUCTION:  TO WITHHOLD  AUTHORITY TO VOTE FOR ANY  INDIVIDUAL  NOMINEE,
 STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)

   Nominees:   Maximilian de Clara    Geert R. Kersten    Alexander G. Esterhazy
               C. Richard Kinsolving  Peter R. Young

(2)  To approve the adoption of the Company's 2009 Incentive Stock Option Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(3)  To approve the adoption of the Company's  2009  Non-Qualified  Stock Option
     Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(4)  To approve the adoption of the Company's 2009 Stock Bonus Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(5)  To approve an amendment to the Company's Stock Compensation Plan so that an
     additional  2,000,000  restricted  shares  of  CEL-SCI's  common  stock are
     available for issuance under the Plan

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(6)  To amend the  Company's  Articles  of  Incorporation  such that the Company
     would be authorized to issue 450,000,000 shares of common stock.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(7)  To approve the issuance of such number of shares of common stock as may be
     required by the terms of CEL-SCI's Equity Line of Credit.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(8)  Subject to the determination of CEL-SCI' directors that a reverse split
     would be in the best interest of CEL-SCI's shareholders, to approve a
     reverse split of CEL-SCI'S common stock.

(9)  To ratify the appointment of BDO Seidman, LLP as CEL-SCI's independent
     registered public accounting firm for the fiscal year ending September 30,
     2009.

    To transact such other business as may properly come before the meeting.

   THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEMS 1 THROUGH 9.

                                Dated this _____ day of ___________, 2009


                                _____________________________________
                                           (Signature)


                                _____________________________________
                                           (Signature)

     Please sign your name exactly as it appears on your stock  certificate.  If
shares are held jointly, each holder should sign. Executors, trustees, and other
fiduciaries  should so indicate when signing.  Please Sign, Date and Return this
Proxy so that your shares may be voted at the meeting.


           Send the proxy statement by regular mail, email, or fax to:

                               CEL-SCI Corporation
                              Attn: Gavin de Windt
                             8229 Boone Blvd., #802
                                Vienna, VA 22182
                               Phone: 703-506-9460
                                Fax: 703-506-9471
                           Email: gdewindt@cel-sci.com