UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
          (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007


                                      OR

           ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ______________.

Commission File Number 0-11503

                               CEL-SCI CORPORATION


               Colorado                                   84-0916344
---------------------------------------         ------------------------------
    State or other jurisdiction                          (IRS) Employer
           incorporation                              Identification Number

                         8229 Boone Boulevard, Suite 802
                             Vienna, Virginia 22182
                     -------------------------------------
                     Address of principal executive offices

                                 (703) 506-9460
                -----------------------------------------------
               Registrant's telephone number, including area code

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) had been subject to such filing
requirements for the past 90 days.

            Yes ____X_____                      No __________
                    -

Indicate by check mark whether the Registrant is an accelerated filer (as that
term is defined in Exchange Act Rule 12b-2).
            Yes _________                       No _____X____
                                                        -

Indicate by check mark whether the Registrant is a shell company (as defined in
Exchange Act Rule 12b-2 of the Exchange Act).

            Yes _________                       No _____X____
                                                        -

      Class of Stock           No. Shares Outstanding            Date
      --------------           ----------------------            ----

          Common                    114,248,590              August 9, 2007






                                TABLE OF CONTENTS


PART I  FINANCIAL INFORMATION

Item 1.                                                                   Page
                                                                          ----

      Condensed Consolidated Balance Sheet (unaudited)                       3
      Condensed Consolidated Statement of Operations (unaudited)           4-5
      Condensed Consolidated Statement of Cash Flow (unaudited)              6
      Notes to Condensed Consolidated Financial Statements (unaudited)       8

Item 2.
      Management's Discussion and Analysis of Financial Condition           18
          and Results of Operations

Item 3.
      Quantitative and Qualitative Disclosures about Market Risks           25

Item 4.
      Controls and Procedures                                               25

PART II

Item 2.
      Changes in Securities and Use of Proceeds                             26

Item 4.
              Submission of Matters to a Vote of Security Holders           26

Item 5.
      Other Information                                                     26

Item 6.
      Exhibits                                                              26

      Signatures                                                            27



                                       2





                              CEL-SCI CORPORATION
                             CONDENSED CONSOLIDATED
                                 BALANCE SHEETS

                                  (unaudited)

 ASSETS
                                                      June 30      September 30,
                                                       2007            2006
                                                  ---------------  -------------
 CURRENT ASSETS
   Cash and cash equivalents                      $  19,452,936    $  8,080,365
   Interest and other receivables                        89,630          35,626
   Advances to employees                                  2,561               -
   Prepaid expenses                                      53,311         526,498
   Inventory used for R&D and manufacturing             321,467         390,644
   Deposits                                              14,828          14,828
                                                  ---------------  -------------
         Total current assets                        19,934,733       9,047,961

 RESEARCH AND OFFICE EQUIPMENT-
   Less accumulated depreciation of $1,830,396
    and $1,773,102                                      133,431          92,117

 PATENT COSTS- less accumulated amortization
  of  $962,727 and $896,407                             576,000         513,199
                                                  ---------------  -------------
                                TOTAL ASSETS      $  20,644,164    $  9,653,277
                                                  ===============  =============

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 CURRENT LIABILITIES:
   Accounts payable                               $     181,835    $     98,056
   Accrued expenses                                      96,802          74,894
   Due to employees                                           -          17,425
   Accrued interest on convertible debt                 113,578          74,473
   Derivative instruments - current portion             917,369       1,670,234
   Deposits held                                          3,000           3,000
                                                  ---------------  -------------
        Total current liabilities                     1,312,584       1,938,082

   Derivative instruments - noncurrent portion        6,310,207       8,645,796
                                                  ---------------  -------------
        Total liabilities                             7,622,791      10,583,878

  COMMITMENTS AND CONTINGENCIES                               -               -

 STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.01 par value; authorized,
   100,000 shares; no shares issued and outstanding           -               -
  Common stock, $.01 par value; authorized, 200,000,000
   shares; issued and outstanding, 114,241,923 and
   82,697,428 shares at June 30, 2007 and September
   30, 2006, respectively                             1,142,419         826,974
  Additional paid-in capital                        128,208,583     105,180,834
  Accumulated deficit                              (116,329,629)   (106,938,409)
                                                  ---------------  -------------
           Total stockholders' equity (deficit)      13,021,373        (930,601)
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
    (DEFICIT)                                     $  20,644,164    $  9,653,277
                                                  ===============  =============

            See notes to condensed consolidated financial statements.



                                       3


                              CEL-SCI CORPORATION
                             CONDENSED CONSOLIDATED
                            STATEMENTS OF OPERATIONS

                                  (unaudited)
                                                        Nine Months Ended
                                                             June 30,
                                                       2007            2006
                                                  --------------  --------------
REVENUE:
  Grant revenue                                   $    31,779     $   106,370
  Rent income                                          18,629               -
  Other income                                          1,556               -
                                                  --------------  --------------
            Total Revenue                              51,964         106,370
 EXPENSES:
  Research and development, excluding
   depreciation of $62,364 and $55,532
   included below                                   1,817,891       1,290,843
  Depreciation and amortization                       129,247         130,143
  General and administrative                        5,473,605       2,353,956
                                                  --------------  --------------

                    Total Expenses                  7,420,743       3,774,942
                                                  --------------  --------------

  LOSS FROM OPERATIONS                             (7,368,779)     (3,668,572)

 GAIN/LOSS ON DERIVATIVE INSTRUMENTS                 (818,580)         13,130

 INTEREST INCOME                                      362,777          33,203

 INTEREST EXPENSE                                  (1,566,638)              -
                                                  --------------  --------------

 NET LOSS BEFORE INCOME TAXES                      (9,391,220)     (3,622,239)

 INCOME TAX PROVISION                                       -               -
                                                  --------------  --------------

 NET LOSS                                         $(9,391,220)    $(3,622,239)
                                                  ==============  ==============

 NET LOSS PER COMMON SHARE (BASIC)                $     (0.10)    $     (0.05)
                                                  ==============  ==============

 NET LOSS PER COMMON SHARE (DILUTED)              $     (0.10)    $     (0.05)
                                                  ==============  ==============

 WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                              91,574,113      78,076,239
                                                  ==============  ==============



            See notes to condensed consolidated financial statements.



                                       4




                               CEL-SCI CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                        Three Months Ended
                                                              June 30,
                                                       2007             2006
                                                  -------------    -------------
 REVENUE:
  Grant revenue                                   $          -      $    39,708
  Rent income                                            5,734                -
  Other income                                             715                -
                                                  -------------    -------------
               Total Revenue                             6,449           39,708
 EXPENSES:
  Research and development, excluding
   depreciation of $21,086 and $18,511
   included below                                      632,868          429,097
  Depreciation and amortization                         45,089           42,718
  General and administrative                         3,104,755          873,350
                                                  -------------    -------------

               Total Expenses                        3,782,712        1,345,165
                                                  -------------    -------------

  LOSS FROM OPERATIONS                              (3,776,263)      (1,305,457)

 GAIN (LOSS) ON DERIVATIVE INSTRUMENTS              (1,090,471)           1,615

 INTEREST INCOME                                       190,112            9,801

 INTEREST EXPENSE                                     (878,354)               -
                                                  -------------    -------------

 NET LOSS BEFORE INCOME TAXES                       (5,554,976)      (1,294,041)

 INCOME TAX PROVISION                                        -                -
                                                  -------------    -------------

 NET LOSS                                         $ (5,554,976)      (1,294,041)
                                                  =============    =============

 NET LOSS PER COMMON SHARE (BASIC)                $      (0.05)    $      (0.02)
                                                  =============    =============

 NET LOSS PER COMMON SHARE (DILUTED)              $      (0.05)    $      (0.02)
                                                  =============    =============

 WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                             $108,526,680     $ 80,874,687
                                                  =============    =============




  See notes to condensed consolidated financial statements


                                       5





                              CEL-SCI CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                  (unaudited)

                                                         Nine Months Ended
                                                              June 30,
                                                       2007             2006
                                                   -----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS                                         $ (9,391,220)     $ (3,622,239)
Adjustments to reconcile net loss to
 net cash used in operating activities:
  Depreciation and amortization                       129,247           130,143
  Penalty shares issued to nonemployees               156,350                 -
  Issuance of common stock and stock options
   for services                                     2,465,039           605,951
  Common stock contributed to 401(k) plan              66,779            64,663
  Employee option cost                                 93,948           142,690
  Impairment loss on retired equipment                      -               645
  Loss (gain) on derivative instruments               818,580           (13,130)
  Amortization of discount on convertible debt      1,107,251                 -
  Increase  in receivables                            (46,907)           (9,255)
  Decrease (increase)  in prepaid expenses            473,187          (263,998)
  Decrease (increase) in inventory for R&D
   and manufacturing                                   69,177            (3,406)
  Increase in deferred financing costs                      -            (5,000)
  Increase in accounts payable                         17,846            28,580
  Increase in accrued expenses                         21,908             3,388
  (Decrease) increase in amount due to employees      (19,986)           38,002
  Increase in accrued interest on convertible debt     39,105                 -
                                                  ------------      ------------
NET CASH USED IN OPERATING ACTIVITIES              (3,999,696)       (2,902,966)
                                                  ------------      ------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
  Purchase of equipment                               (60,105)           (1,885)
  Patent costs                                       (107,324)          (70,470)
                                                  ------------      ------------
NET CASH USED IN INVESTING ACTIVITIES                (167,429)          (72,355)
                                                  ------------      ------------
CASH FLOWS PROVIDED BY (USED IN)  FINANCING
ACTIVITIES:

  Drawdown on equity line                                   -           677,727
  Private placement proceeds                       15,032,500         1,000,000
  Proceeds from exercise of stock options             924,866           700,923
  Repayment of convertible notes                     (407,500)                -
  Financing costs                                     (10,170)                -
                                                  ------------      ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES          15,539,696         2,378,650
                                                  ------------      ------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                        11,372,571          (596,671)

CASH AND CASH EQUIVALENTS:
  Beginning of period                               8,080,365         1,957,614
                                                  ------------      ------------
 End of period                                    $19,452,936       $ 1,360,943
                                                  ============      ============

                                                                     (continued)

            See notes to condensed consolidated financial statements.



                                       6





                              CEL-SCI CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                  (unaudited)
                                  (continued)

                                                         Nine Months Ended
                                                              June 30,
                                                       2007             2006
                                                   -----------      -----------
SUPPLEMENTAL INFORMATION ON NONCASH TRANSACTIONS:

Patent costs included in accounts payable:
Increase in accounts payable                      $   (21,797)      $    (9,149)
Increase in patent costs                               21,797             9,149
                                                  ------------      ------------
                                                  $         -       $         -
                                                  ============      ============
Equipment costs included in accounts payable:
Increase in accounts payable                      $   (44,136)      $         -
Increase in research and office equipment              44,136                 -
                                                  ------------      ------------
                                                  $         -       $         -
                                                  ============      ============
Reclassification of derivative instruments:
Decrease in derivative instruments                $         -       $   797,835
Increase in additional paid-in capital                      -          (797,835)
                                                  ------------      ------------
                                                  $         -       $         -
                                                  ============      ============
Cost of new warrants and repricing of old
warrants:
on private placement:
Increase in additional paid-in capital            $         -       $ 1,192,949
Decrease in additional paid-in capital                      -        (1,192,949)
                                                  ------------      ------------
                                                  $         -       $         -
                                                  ============      ============
Repayment of convertible debt in common stock:
Decrease in convertible debt                      $   207,500       $         -
Increase in accounts receivable                        25,655                 -
Increase in common stock                               (3,431)                -
Increase in additional paid-in capital               (229,724)                -
                                                  ------------      ------------
                                                  $         -       $         -
                                                  ============      ============
Conversion of convertible debt to common stock:
Decrease in convertible debt                      $ 4,399,285       $         -
Decrease in accounts receivable                       (18,558)                -
Increase in common stock                              (57,448)                -
Increase in additional paid-in capital             (4,323,279)                -
                                                  ------------      ------------
                                                  $         -       $         -
                                                  ============      ============
Cashless exercise of warrants:
Decrease in additional paid-in capital            $         -       $     8,822
Increase in common stock                                    -            (8,822)
                                                  ------------      ------------
                                                  $         -       $         -
                                                  ============      ============

NOTE:
Interest expense paid during the nine months ended June 30, 2007 and 2006
totaled $420,287 and $-0-, respectively.

See notes to condensed consolidated financial statements. concluded



                                       7



A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   ------------------------------------------

      Basis of Presentation

      The accompanying condensed consolidated financial statements of CEL-SCI
      Corporation and subsidiary (the Company) are unaudited and certain
      information and footnote disclosures normally included in the annual
      financial statements prepared in accordance with accounting principles
      generally accepted in the United States of America have been omitted
      pursuant to the rules and regulations of the Securities and Exchange
      Commission. While management of the Company believes that the disclosures
      presented are adequate to make the information presented not misleading,
      interim consolidated financial statements should be read in conjunction
      with the consolidated financial statements and notes included in the
      Company's annual report on Form 10-K for the year ended September 30,
      2006.

      In the opinion of management, the accompanying unaudited condensed
      consolidated financial statements contain all accruals and adjustments
      (each of which is of a normal recurring nature) necessary for a fair
      presentation of the financial position as of June 30, 2007 and the results
      of operations for the nine and three-month periods then ended. The
      condensed consolidated balance sheet as of September 30, 2006 is derived
      from the September 30, 2006 audited consolidated financial statements.
      Significant accounting policies have been consistently applied in the
      interim financial statements and the annual financial statements. The
      results of operations for the nine and three-month periods ended June 30,
      2007 are not necessarily indicative of the results to be expected for the
      entire year.

      Significant accounting policies are as follows:

      Principles of Consolidation - The consolidated financial statements
      include the accounts of CEL-SCI Corporation and its wholly owned
      subsidiary, Viral Technologies, Inc. All intercompany transactions have
      been eliminated upon consolidation.

      Cash and Cash Equivalents - For purposes of the statements of cash flows,
      cash and cash equivalents consists principally of unrestricted cash on
      deposit and short-term money market funds. The Company considers all
      highly liquid investments with a maturity when purchased of less than
      three months to be cash equivalents.

      Prepaid Expenses and Inventory - Prepaid expenses are those expenses which
      benefit a substantial period of time. Inventory consists of bulk purchases
      of laboratory supplies used on a daily basis in the lab and items that
      will be used for future production. These items are disposables and
      consumables and can be used for both the manufacturing of Multikine for
      clinical studies and in the laboratory for quality control and bioassay
      use. They can be used in training, testing and daily laboratory
      activities.

      Research and Office Equipment - Research and office equipment is recorded
      at cost and depreciated using the straight-line method over estimated
      useful lives of five to seven years. Leasehold improvements are
      depreciated over the shorter of the estimated useful life of the asset or
      the term of the lease. Repairs and maintenance are expensed when incurred.
      Depreciation expense for the nine-month period ended June 30, 2007 and


                                       8


      2006 were $62,927 and $67,397. Depreciation expense for the three-month
      period ended June 30, 2007 and 2006 were $21,134 and $22,472 respectively.

      Patents - Patent expenditures are capitalized and amortized using the
      straight-line method over the shorter of the expected useful life or the
      legal life of the patent (17 years). In the event changes in technology or
      other circumstances impair the value or life of the patent, appropriate
      adjustment in the asset value and period of amortization is made. An
      impairment loss is recognized when estimated future undiscounted cash
      flows expected to result from the use of the asset, and from disposition,
      is less than the carrying value of the asset. The amount of the impairment
      loss would be the difference between the estimated fair value of the asset
      and its carrying value. During the nine-month periods ended June 30, 2007
      and 2006, the Company recorded no patent impairment charges. For the nine
      months ended June 30, 2007 and 2006, amortization of patent costs totaled
      $66,320 and $62,746. For the three-month periods ended June 30, 2007 and
      2006, amortization of patent costs totaled $23,955 and $20,246
      respectively.

      Derivative Instruments - The Company enters into financing arrangements
      that consist of freestanding derivative instruments or are hybrid
      instruments that contain embedded derivative features. The Company
      accounts for these arrangements in accordance with Statement of Financial
      Accounting Standards No. 133, "Accounting for Derivative Instruments and
      Hedging Activities", ("SFAS No. 133") and Emerging Issues Task Force Issue
      No. 00-19, "Accounting for Derivative Financial Instruments Indexed to,
      and Potentially Settled in, a Company's Own Stock", ("EITF 00-19"), as
      well as related interpretations of these standards. In accordance with
      accounting principles generally accepted in the United States ("GAAP"),
      derivative instruments and hybrid instruments are recognized as either
      assets or liabilities in the statement of financial position and are
      measured at fair value with gains or losses recognized in earnings or
      other comprehensive income depending on the nature of the derivative or
      hybrid instruments. Embedded derivatives that are not clearly and closely
      related to the host contract are bifurcated and recognized at fair value
      with changes in fair value recognized as either a gain or loss in earnings
      if they can be reliably measured. When the fair value of embedded
      derivative features can not be reliably measured, the Company measures and
      reports the entire hybrid instrument at fair value with changes in fair
      value recognized as either a gain or loss in earnings. The Company
      determines the fair value of derivative instruments and hybrid instruments
      based on available market data using appropriate valuation models, giving
      consideration to all of the rights and obligations of each instrument and
      precluding the use of "blockage" discounts or premiums in determining the
      fair value of a large block of financial instruments. Fair value under
      these conditions does not necessarily represent fair value determined
      using valuation standards that give consideration to blockage discounts
      and other factors that may be considered by market participants in
      establishing fair value.

      Research and Development Grant Revenues - The Company's grant arrangements
      are handled on a reimbursement basis. Grant revenues under the
      arrangements are recognized as grant revenue when costs are incurred.

      Net Loss per Common Share - Net loss per common share is computed by
      dividing the net loss by the weighted average number of common shares
      outstanding during the period. Potentially dilutive common stock
      equivalents, including convertible preferred stock, convertible debt and


                                       9


      options to purchase common stock, were excluded from the calculation
      because they are antidilutive.

      Concentration of Credit Risk - Financial instruments, which potentially
      subject the Company to concentrations of credit risk, consist of cash and
      cash equivalents. The Company maintains its cash and cash equivalents with
      high quality financial institutions. At times, these accounts may exceed
      federally insured limits. The Company has not experienced any losses in
      such bank accounts. The Company believes it is not exposed to significant
      credit risk related to cash and cash equivalents.

      Income Taxes - Income taxes are accounted for using the asset and
      liability method under which deferred tax liabilities or assets are
      determined based on the difference between the financial statement and tax
      basis of assets and liabilities (i.e., temporary differences) and are
      measured at the enacted tax rates. Deferred tax expense is determined by
      the change in the liability or asset for deferred taxes. The difference in
      the Company's U.S. Federal statutory income tax rate and the Company's
      effective tax rate is primarily attributable to the recording of a
      valuation allowance due to the uncertainty of the amount of future tax
      benefits that will be realized because it is more likely than not that
      future taxable income will not be sufficient to realize such tax benefits.

      Use of Estimates - The preparation of financial statements in conformity
      with accounting principles generally accepted in the United States of
      America requires management to make estimates and assumptions that affect
      the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements
      and the reported amounts of revenues and expenses during the reporting
      period. Actual results could differ from those estimates. Accounting for
      derivatives is based upon valuations of derivative instruments determined
      using various valuation techniques including the Black-Scholes and
      binomial pricing methodologies. The Company considers such valuations to
      be significant estimates.

      Asset Valuations and Review for Potential Impairments - The Company
      reviews its fixed assets every quarter. This review requires that the
      Company make assumptions regarding the value of these assets and the
      changes in circumstances that would affect the carrying value of these
      assets. If such analysis indicates that a possible impairment may exist,
      the Company is then required to estimate the fair value of the asset and,
      as deemed appropriate, expense all or a portion of the asset. The
      determination of fair value includes numerous uncertainties, such as the
      impact of competition on future value. The Company believes that it has
      made reasonable estimates and judgments in determining whether its
      long-lived assets have been impaired; however, if there is a material
      change in the assumptions used in our determination of fair values or if
      there is a material change in economic conditions or circumstances
      influencing fair value, the Company could be required to recognize certain
      impairment charges in the future.

      Stock-Based Compensation - In October 1996, the Financial Accounting
      Standards Board (FASB) issued Statement of Financial Accounting Standards
      No. 123, "Accounting for Stock-Based Compensation" (SFAS No. 123). This
      statement encouraged but did not require companies to account for employee
      stock compensation awards based on their estimated fair value at the grant
      date with the resulting cost charged to operations. The Company had


                                       10


      elected to continue to account for its employee stock-based compensation
      using the intrinsic value method prescribed in Accounting Principles Board
      Opinion No. 25, "Accounting for Stock Issued to Employees and related
      Interpretations". In December 2004 the FASB issued SFAS No. 123R,
      "Share-Based Payment". SFAS No. 123R requires companies to recognize
      expense associated with share based compensation arrangements, including
      employee stock options, using a fair value-based option pricing model.
      SFAS No. 123R applies to all transactions involving issuance of equity by
      a company in exchange for goods and services, including employees. Using
      the modified prospective transition method of adoption, the Company
      reflects compensation expense in the financial statements beginning
      October 1, 2005. The modified prospective transition method does not
      require restatement of prior periods to reflect the impact of SFAS No.
      123R. As such, compensation expense has been recognized for awards that
      were granted, modified, repurchased or cancelled on or after October 1,
      2005 as well as for the portion of awards previously granted that vested
      during the period ended June 30, 2007. For the nine months ended June 30,
      2007 and 2006, the Company recorded $93,948 and $142,690, respectively in
      general and administrative expense for the cost of employee options. The
      Company's options vest over a three-year period from the date of grant.
      After one year, the stock is one-third vested, with an additional
      one-third vesting after two years and the final one-third vesting at the
      end of the three-year period. There were no options granted during the
      nine-month or three-month periods ended June 30, 2007 and 2006. Options
      are granted with an exercise price equal to the closing bid price of the
      Company's stock on the day before the grant. The Company determines the
      fair value of the employee compensation using the Black Scholes method of
      valuation. This method requires several assumptions, including the
      following assumptions for the options vesting during the nine months ended
      June 30, 2007.
                                    June 30, 2007
                                    -------------

      Volatility                            78%
      Dividend yield                         0%
      Risk-free interest rate             5.08%
      Expected average life              1 year
      Exercise price per option           $0.62

      During the nine months ended June 30, 2007, 850,000 options from the
      non-qualified plan vested, with a weighted average exercise price of
      $0.68. During the nine months ended June 30, 2007, 33,333 options from the
      incentive stock option plan vested at a weighted average exercise price of
      $1.13.

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

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


                                       11


      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 the Company 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 the Company 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 the
          Company, 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.

      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 the Company 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
      the Company's outstanding shares).

      Non-Qualified Stock Option Plans. The Non-Qualified Stock Option Plans
      authorize the issuance of shares of the Company's common stock to persons
      that exercise options granted pursuant to the Plans. The Company'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 but cannot be less than the market price of the Company's
      Common Stock on the date the option is granted.

      During the nine months ended June 30, 2007, 646,997 options were
      exercised. During the three months ended June 30, 2007, 154,998 options
      were exercised. All options exercised were from the non-qualified plans.
      The total intrinsic value of options exercised during the nine months
      ended June 30, 2007 and 2006 was $294,081 and $60,955, respectively. The
      total intrinsic value of options exercised during the three months ended
      June 30, 2007 and 2006 was $83,521 and $40,048, respectively.



                                       12



      Options to non-employees are accounted for in accordance with FASB's
      Emerging Issues Task Force (EITF) Issue 96-18 Accounting for Equity
      Instruments That Are Issued to Other Than Employees for Acquiring, or in
      Conjunction with Selling, Goods or Services. Accordingly, compensation is
      recognized when goods or services are received and is measured using the
      Black-Scholes valuation model. The Black-Scholes model requires management
      to make assumptions regarding the fair value of the options at the date of
      grant and the expected life of the options. There were 475,000 options
      granted to non-employees during the nine months ended June 30, 2007, with
      a value of $33,640 charged to general and administrative expense. In
      addition, 2,966,300 shares of common stock were issued with a value of
      $2,153,399. For the nine months ended June 30, 2006, common stock and
      options with a value of $2,465,039 were issued for services.

B.    NEW ACCOUNTING PRONOUNCEMENTS
      -----------------------------

      In July 2006, the FASB issued interpretation No. 48, "Accounting for
      Uncertainty in Income Taxes" ("FIN 48") which clarifies the accounting for
      income taxes by prescribing the minimum recognition threshold a tax
      position is required to meet before being recognized in the financial
      statements. FIN 48 also provides guidance on derecognition, measurement,
      classification, interest and penalties, accounting in interim periods,
      disclosure and transition. FIN 48 is effective for fiscal years beginning
      after December 15, 2006. The adoption of this Interpretation will not have
      an effect on the financial statements.

      In September 2006, FASB issued SFAS No. 157, "Fair Value Measurements".
      The statement defines fair value, establishes a framework for measuring
      fair value in GAAP and expands disclosures about fair value measurements.
      The statement is effective for financial statements issued for fiscal
      years beginning after November 15, 2007 and interim periods within those
      fiscal years. The Company is evaluating whether this statement will affect
      its current practice in valuing fair value of its derivatives each
      quarter.

      In September 2006, SAB No. 108 was issued by the Securities and Exchange
      Commission. The interpretations in the SAB express the SEC staff's views
      regarding the process of quantifying financial statement misstatements.
      Beginning with annual financial statements covering fiscal years ending
      after November 15, 2006, material misstatements in the current year may
      result in the need to correct prior year financial statements, even if the
      misstatement in the prior year or years is considered immaterial. SAB 108
      does not require previously filed reports to be amended. Such correction
      may be made the next time the company files the prior year financial
      statements. The Company believes that there will not be an impact on its
      results of operations, cash flows or balance sheet because of this
      interpretation.

      In February 2007, FASB issued SFAS No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities - Including an amendment of
      FASB Statement No. 15". The Statement permits companies to choose to
      measure many financial instruments and certain other items at fair value.
      The statement is effective for fiscal years that begin after November 15,
      2007, but early adoption is permitted. The Company is evaluating the
      effective of the adoption of this statement.


                                       13


C.    STOCKHOLDERS' EQUITY (DEFICIT)
      ------------------------------

      During the nine months ended June 30, 2007, the Company issued stock to
      two nonemployees in accordance with their respective agreements with a
      fair value of $156,350. This expense was recorded in general and
      administrative expense. During the nine months ended June 30, 2006, the
      Company issued stock or stock options for services to a nonemployee with a
      fair value of $605,951. The fair value of the options issued during the
      nine months ended June 30, 2006 was determined using the Black Scholes
      method with the following assumptions:

                                  June 30, 2006
                                  -------------

          Volatility                            87%
          Dividend yield                         0%
          Risk-free interest rate             4.33%
          Expected average life              5 year
          Exercise price per option           $0.55

      On January 23, 2007, the Company entered into an agreement with a
      consulting firm. Per the terms of the agreement the consultant received
      200,000 shares of restricted stock on January 29, 2007. This agreement was
      terminated at the end of March 2007.

D.    SERIES K CONVERTIBLE DEBT
      -------------------------

      In August 2006, the Company issued $8,300,000 in aggregate principal
      amount of convertible notes (the "Series K Notes") together with warrants
      to purchase 4,825,581 shares of the Company's common stock (the Series K
      Warrants"). Additionally, in connection with issuance of the Series K
      Notes and Series K Warrants, the placement agent received a fee of
      $498,000 and 386,047 fully vested warrants (the "Placement Agent
      Warrants") to purchase shares of the Company's common stock. Net proceeds
      were $7,731,290, net of $568,710 in direct transaction costs, including
      the placement agent fee.

      The Series K Notes were convertible into 10,480,000 shares of the
      Company's common stock at the option of the holder at any time prior to
      maturity at a conversion price of $0.75 per share, subject to adjustment
      for certain events. The Series K Warrants are exercisable over a five-year
      period from February 4, 2007 through February 4, 2012 at $0.75 per share.

      The Series K Notes bear interest at the greater of 8% or LIBOR plus 300
      basis points, and are required to be repaid in thirty equal monthly
      installments of $207,500 beginning on March 4, 2007 and continuing through
      September 4, 2010. The remaining principal balance of $2,075,000 is
      required to be repaid on August 4, 2011; however, holders of the Series K
      Notes may require repayment of the entire remaining principal balance at
      any time after August 4, 2010. Interest is payable quarterly beginning
      September 30, 2006. Each payment of principal and accrued interest may be
      settled in cash or in shares of common stock at the option of the Company.
      The number of shares deliverable under the share-settlement option is
      determined based on the lower of (a) $0.75 per share, as adjusted pursuant
      to the terms of the Series K Notes or (b) 90% applied to the arithmetic
      average of the volume-weighted-average trading prices for the twenty day
      period immediately preceding each share settlement. The Company may not
      make payments in shares if such payments would result in the cumulative


                                       14


      issuance of shares of its common stock exceeding 19.999% of the shares
      outstanding on the day immediately preceding the issuance date of the
      Series K Notes, unless prior approval is given by vote of at least a
      majority of the shares outstanding. The Company received such approval on
      November 17, 2006.

      The Company is accounting for the Series K Warrants as derivative
      liabilities in accordance with SFAS No. 133. A debt discount of $1,734,472
      is being amortized to interest expense using the effective interest method
      over the expected term of the Series K Notes. During the nine-month period
      ended June 30, 2007, the Company recorded interest expense of $764,776 in
      amortization of the debt discount. As of June 30, 2007, the fair value of
      the Series K notes is $3,759,957 and the fair value of the investor and
      placement agent warrants is $3,467,619. The Company recorded a loss on
      derivative instruments of $818,580 during the nine months ended June 30,
      2007. For the three months ended June 30, 2007, the Company recorded a
      loss on derivative instruments of $1,090,471.

      During the nine months ended June 30, 2007, $4,399,285 in Series K notes
      were converted into 5,744,764 shares of common stock. In addition,
      principal payments of $407,500 in cash and $207,500 in stock were made to
      the holders of the Series K notes. As of June 30, 2007, $3,285,716 of the
      Series K Notes remained.

E.    OPERATIONS AND FINANCING
      ------------------------

      The Company has incurred significant costs since its inception in
      connection with the acquisition of an exclusive worldwide license to and
      later acquisition of the technology of certain patented and unpatented
      proprietary technology and know-how relating to the human immunological
      defense system, patent applications, research and development,
      administrative costs, construction of laboratory facilities and clinical
      trials. The Company has funded such costs with proceeds realized from the
      public and private sale of its common and preferred stock. The Company
      will be required to raise additional capital or find additional long-term
      financing in order to continue with its research efforts. To date, the
      Company has not generated any revenue from product sales. The ability of
      the Company to complete the necessary clinical trials and obtain FDA
      approval for the sale of products to be developed on a commercial basis is
      uncertain. The Company plans to seek continued funding of the Company's
      development by raising additional capital. It is the opinion of management
      that sufficient funds will be available from the Series K convertible
      debt, the April 2007 financing, other external financing and additional
      capital and/or expenditure reductions in order to meet the Company's
      liabilities and commitments as they come due during fiscal years 2007 and
      2008. Ultimately, the Company must complete the development of its
      products, obtain the appropriate regulatory approvals and obtain
      sufficient revenues to support its cost structure. See Note H for
      information on a financing completed on April 18, 2007.

F.    COMMITMENTS AND CONTINGENCIES
      -----------------------------

      During fiscal year 2005, the Company was involved in a restatement of the
      Company's prior year financials, a time when Deloitte & Touche LLP (D&T)
      was the Company's auditor. For its work in the restatement, D&T presented
      the Company with an invoice of approximately $350,000 in October 2006. In
      prior discussions with D&T, the Company's Audit Committee had repeatedly


                                       15


      requested detailed information regarding this bill which D&T failed to
      give. The Company's Audit Committee and Board of Directors are unable to
      review the appropriateness of this invoice without the detailed
      information that it has repeatedly requested. This invoice was not
      included in the Company's liabilities because the Company does not believe
      that it represents a real claim against the Company.

G.    FDA GO-AHEAD FOR PHASE III TRIAL
      --------------------------------

      In January 2007, the Company received a "no objection" letter from the FDA
      indicating that it could proceed with the Phase III protocol with
      Multikine in head & neck cancer patients. The protocol for the Phase III
      clinical trial was designed to develop conclusive evidence of the safety
      and efficacy of Multikine in the treatment of advanced primary squamous
      cell carcinoma of the oral cavity. The Company had previously received a
      "no objection" letter from the Canadian Biologics and Genetic Therapies
      Directorate which enabled the Company to begin its Phase III clinical
      trial in Canada.

      On June 6, 2007 the Company signed a 20 year lease with a single-purpose
      affiliate of BioRealty, Inc. ("BRI") for a Multikine manufacturing
      facility to be built to the Company's specifications. With the signing of
      the operating lease the Company paid $3,150,000 as a tenant improvement
      contribution which will be repaid to the Company with interest between
      years 6 and 20 of the lease. On August 8, 2007 BRI acquired the specific
      building in Baltimore, MD for which the lease was signed. This building
      will now be built out as the Company's Multikine manufacturing facility
      for Phase III clinical trials and eventual sales of Multikine. Lease
      payments will start for the ensuing 20 years when the facility is
      completed and turned over to CEL-SCI.

      Regulatory authorities prefer to see biologics such as Multikine produced
      in the same manufacturing facility for Phase III clinical trials and the
      sale of the product because this arrangement helps to ensure that the drug
      lots used to conduct the clinical trials will be consistent with those
      that will be marketed subsequent to approval. Although some biotechnology
      companies outsource their manufacturing, this can be risky with biologics
      because biologics require intense manufacturing and process control. With
      biologic products a minor change in manufacturing and process control can
      result in a major change in the final product. Good and consistent
      manufacturing and process control is critical and is best assured if the
      product is manufactured and controlled in the manufacturer's own facility
      by its own specially trained personnel.

H.    NEW FINANCING
      -------------

      On April 18, 2007, the Company announced a $15 million financing. Shares
      were sold at $0.75, a premium over the closing price of the last two
      weeks. The financing was accompanied by 10 million warrants with an
      exercise price of $0.75 and 10 million warrants with an exercise price of
      $2.00. The shares were registered in May 2007. The funds will allow the
      Company to move forward as planned to start the Phase III clinical trial
      in first line advanced primary head and neck cancer.

      The financing resulted in the issuance of 19,999,998 shares to the
      investors. The warrants issued with the financing qualified for equity
      treatment. The Series L warrants were recorded as a debit and a credit to


                                       16


      additional paid-in capital at a value of $5,164,355 and the Series M
      warrants were recorded as a debit and a credit to additional paid-in
      capital at a fair value of $434,300.

      As a result of the financing, and in accordance with the original Series K
      agreement, the Series K conversion price of the shares were repriced to
      $0.75 from the original $0.86 and the warrants were repriced to $0.75 from
      the original $0.95. The Series K convertible debt and warrants were
      revalued with the new conversion price and were adjusted to their new fair
      value at June 30, 2007.



                                       17




CEL-SCI CORPORATION

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Liquidity and Capital Resources

The Company has had only limited revenues from operations since its inception in
March 1983. The Company has relied upon proceeds realized from the public and
private sale of its Common Stock and convertible notes as well as short-term
borrowings to meet its funding requirements. Funds raised by the Company have
been expended primarily in connection with the acquisition of an exclusive
worldwide license to, and later purchase of, certain patented and unpatented
proprietary technology and know-how relating to the human immunological defense
system, patent applications, the repayment of debt, the continuation of Company
sponsored research and development and administrative costs, and the
construction of laboratory facilities. Inasmuch as the Company does not
anticipate realizing significant revenues until such time as it enters into
licensing arrangements regarding its technology and know-how or until such time
it receives permission to sell its product (which could take a number of years),
the Company has been dependent upon the proceeds from the sale of its securities
to meet all of its liquidity and capital resource requirements.

During the nine-month period ended June 30, 2007 and 2006, the Company provided
cash totaling $11,372,571 and ($596,671), respectively. Cash used in
operating activities totaled $3,999,696 and $2,902,966 for each of the
nine-month periods. Cash provided by financing activities totaled $15,539,696
and $2,378,650, respectively. For the nine months ended June 30, 2007, the cash
provided by financing activities was from the April 2007 financing and the
exercise of stock options. Cash used in financing activities was for repayment
of convertible notes ($407,500) and financing costs ($10,170). For the nine
months ended June 30, 2006, cash provided by financing activities was from: 1)
the exercise of employee stock options ($700,923), 2) drawdowns on the equity
line of credit ($677,727) and 3) a private financing totaling $1,000,000. Cash
used in investing activities was $167,429 and $72,355 for the nine months ended
June 30, 2007 and 2006. This consisted of purchases of equipment and legal costs
incurred in patent applications.

On December 1, 2003, the Company sold 2,994,964 shares of its common stock to a
group of private institutional investors for approximately $2,550,000, or $0.85
per share. As part of this transaction, the investors in the private offering
received warrants which allow the investors to purchase approximately 900,000
shares of the Company's common stock at a price of $1.32 per share at any time
prior to December 1, 2006. On December 1, 2006, 549,827 warrants expired leaving
441,176 warrants remaining that expire on December 1, 2007.

On May 4, 2004, the Company announced the completion of an offering of 6,402,439
shares of registered common stock at $0.82 per share to one institutional
investor. This sale resulted in gross proceeds of $5.25 million and associated
costs of $498,452. The stock was offered pursuant to an existing shelf
registration statement and Wachovia Capital Markets, LLC acted as the placement
agent for the offering. The Company used the proceeds of the offering to advance
the clinical development of Multikine for the treatment of cancer. In addition,
76,642 warrants were issued to Wachovia at a price of $1.37 and the warrants
expire May 4, 2009. The warrants were valued using the Black-Scholes valuation


                                       18


method and an expense of $38,127 was recorded to additional paid-in capital as a
cost of equity related transaction during the fiscal year ended September 30,
2004.

During the nine-month period ended June 30, 2006, the Company made drawdowns on
a previous equity line of credit totaling $677,727, selling 1,419,446 shares of
common stock. This equity line of credit expired on December 29, 2005.

On February 9, 2006, CEL-SCI sold 2,500,000 shares of its common stock and
750,000 warrants to one investor for $1,000,000. Each warrant entitles the
holder to purchase one share of CEL-SCI's common stock at a price of $0.56 per
share at any time prior to February 9, 2011. The warrants were valued at
$238,986. In addition, 441,176 warrants previously issued to the investor were
repriced and extended for one year. The revaluing of the warrants was valued at
$76,122. In addition, on May 18, 2006, 800,000 unregistered warrants were issued
to the same investor at a strike price of $0.82. These warrants were valued
using the Black Scholes method at $416,921 and expire 5 years from the date of
issuance.

On April 17, 2006, 800,000 unregistered warrants were issued to an investor with
a strike price of $1.25 per share. These warrants were valued at $460,920 using
the Black Scholes method and expire in August of 2008. An additional 100,000
unregistered warrants were issued to a group of consultants on April 12, 2006.
These warrants were valued at $79,976 using the Black Scholes method and expire
in April 2009. Another consultant group was issued 375,000 unregistered shares
of CEL-SCI Corporation common stock and 375,000 unregistered warrants to
purchase additional shares at $0.73. These warrants expired March 31, 2007 and
were valued at $58,005 using the Black Scholes method.

In August 2006, the Company issued $8,300,000 in aggregate principal amount of
convertible notes (the "Series K Notes") together with warrants to purchase
4,825,581 shares of the Company's common stock (the Series K Warrants").
Additionally, in connection with issuance of the Series K Notes and Series K
Warrants, the placement agent received a fee of $498,000 and 386,047 fully
vested warrants (the "Placement Agent Warrants") to purchase shares of the
Company's common stock. Net proceeds were $7,731,290, net of $568,710 in direct
transaction costs, including the placement agent fee.

The Series K Notes were originally convertible into 9,651,163 shares of the
Company's common stock at the option of the holder at any time prior to maturity
at a conversion price of $0.86 per share, subject to adjustment for certain
events. One of these events occurred on April 18, 2007, when the Company
completed a $15 million financing in which the shares were valued at $0.75. This
event requires the reset of the conversion share price to $0.75. The Series K
Warrants are exercisable over a five-year period from February 4, 2007 through
February 4, 2012 and were also reset to $0.75 per share from $0.95 per share.

The Series K Notes bear interest at the greater of 8% or LIBOR plus 300 basis
points, and are required to be repaid in thirty equal monthly installments of
$207,500 beginning on March 4, 2007 and continuing through September 4, 2010.
The remaining principal balance of $2,075,000 is required to be repaid on August
4, 2011; however, holders of the Series K Notes may require repayment of the
entire remaining principal balance at any time after August 4, 2010. Interest is
payable quarterly beginning September 30, 2006. Each payment of principal and


                                       19


accrued interest may be settled in cash or in shares of common stock at the
option of the Company. The number of shares deliverable under the
share-settlement option is determined based on the lower of (a) $0.75 per share,
as adjusted pursuant to the terms of the Series K Notes or (b) 90% applied to
the arithmetic average of the volume-weighted-average trading prices for the
twenty day period immediately preceding each share settlement. The Company may
not make payments in shares if such payments would result in the cumulative
issuance of shares of its common stock exceeding 19.999% of the shares
outstanding on the day immediately preceding the issuance date of the Series K
Notes, unless prior approval is given by vote of at least a majority of the
shares outstanding. The Company received such approval on November 17, 2006.

The Company is accounting for the Series K Warrants as derivative liabilities in
accordance with SFAS No. 133. A debt discount of $1,734,472 is being amortized
to interest expense using the effective interest method over the expected term
of the Series K Notes. During the nine-month period ended June 30, 2007, the
Company recorded interest expense of $1,107,251 in amortization of the debt
discount. As of June 30, 2007, the fair value of the Series K notes is $3759,957
and the fair value of the investor and placement agent warrants is $3,467,619.
The Company recorded a loss on derivative instruments of $818,580 during the
nine months ended June 30, 2007. For the three months ended June 30, 2007, the
Company recorded a loss on derivative instruments of $1,090,471.

During the nine months ended June 30, 2007, $4,399,285 in Series K notes were
converted into 5,744,764 shares of common stock. In addition, principal payments
of $407,500 in cash and $207,500 in stock were made to the holders of the Series
K notes.

On April 18, 2007, the Company announced a $15 million financing. Shares were
sold at $0.75, a premium over the closing price of the last two weeks. The
financing is accompanied by 10 million warrants with an exercise price of $0.75
and 10 million warrants with an exercise price of $2.00. The shares were
registered in May 2007. The funds will allow the Company to move forward as
planned to start the Phase III clinical trial in first line advanced primary
head and neck cancer.

As a result of the financing, and in accordance with the original Series K
agreement, the Series K conversion price of the shares were repriced to $0.75
from the original $0.86 and the warrants were repriced to $0.75 from the
original $0.95.

The financing resulted in the issuance of 19,999,998 shares to the investors.
The financing did not qualify as a derivative equity, so there is no fair value
accounting required for the stock issuance. The Series L warrants were recorded
as a debit and a credit to additional paid-in capital at a value of $5,164,355
and the Series M warrants were recorded as a debit and a credit to additional
paid-in capital at a value of $434,300.

Results of Operations and Financial Condition

"Grant revenues and other" decreased by $74,591 during the nine months ended
June 30, 2007, compared to the same period of the previous year, due to the
winding down of the work funded by the grants. During the three-month period
ended June 30, 2007, grant revenues and other decreased by $39,708 from the
three months ended June 30, 2006. The grant ended on March 31, 2007.


                                       20


During the nine-month period ended June 30, 2007, research and development
expenses increased by $527,048 compared to the nine-month period ended June 30,
2006. This increase was due to work on two new CEL-1000 projects and the use of
lab supplies in the preparation for the beginning of the Phase III trials on
Multikine. During the three-month period ended June 30, 2007, research and
development expenses increased by $203,771 because of the beginning of work on
the Phase III trials on Multikine.

During the nine-month period ended June 30, 2007, general and administrative
expenses increased by $3,119,649 compared to the nine-month period ended June
30, 2006. This change was primarily due to: 1) Increased public relations,
presentations and strategic consulting agreements by $3,048,006; 2) additional
accounting fees for the valuation of the Series K Notes and Warrants
(approximately $112,201), 3) issuance of shares of common stock in accordance
with an agreement with two consultants ($158,701) and, 4) increased traveling by
Company employees ($37,218). This was partially offset by a reduction in other
accounting costs incurred in 2006 for the restatement of the Company's financial
statements (approximately $300,457). During the three-month period ended June
30, 2007, general and administrative expenses increased by $2,231,405 compared
to the three-month period ended June 30, 2006.

Interest income during the nine months ended June 30, 2007 increased by $329,574
compared to the nine-month period ended June 30, 2006. The increase was due to
interest earned on the funds received from the Series K convertible notes and
the April 2007 financing. During the three months ended June 30, 2007, interest
income increased by $180,311.

The loss on derivative instruments of $818,580 for the nine months ended June
30, 2007, was the result of the change in fair value of the Series K Notes and
Series K Warrants during the period. For the three months ended June 30, 2007,
there was a loss on derivative instruments of $1,090,471, again caused by the
change in fair value of the Series K Notes and Series K Warrants during the
period.

The interest expense of $1,566,638 for the nine months ended June 30, 2007 was
composed of two elements: 1) amortization of the Series K discount ($1,107,251)
and 2) interest paid and accrued on the Series K warrants ($459,387).

Research and Development Expenses

During the nine-month and three-month periods ended June 30, 2007 and 2006, the
Company's research and development efforts involved Multikine and
L.E.A.P.S.(TM). The table below shows the research and development expenses
associated with each project during the nine and three-month periods.

                       Nine Months Ended June 30,  Three Months Ended June 30,
                       --------------------------  ---------------------------
                         2007              2006        2007             2006
                         ----              ----        ----             ----

MULTIKINE             $1,583,032       $1,120,673    $490,896          $367,741
L.E.A.P.S                234,859          170,170      81,972            61,356
                     ------------      -----------  ----------       -----------

   TOTAL              $1,817,891       $1,290,843    $572,868          $429,097
                     ============      ===========  ==========       ===========


                                       21


In January 2007, the Company received a "no objection" letter from the FDA
indicating that it could proceed with the Phase III protocol with Multikine in
head & neck cancer patients. The protocol for the Phase III clinical trial was
designed to develop conclusive evidence of the safety and efficacy of Multikine
in the treatment of advanced primary squamous cell carcinoma of the oral cavity.
The Company had previously received a "no objection" letter from the Canadian
Biologics and Genetic Therapies Directorate which enabled the Company to begin
its Phase III clinical trial in Canada.

As of June 30, 2007, the Company was involved in a number of pre-clinical
studies with respect to its L.E.A.P.S. technology. The Company does not know
what obstacles it will encounter in future pre-clinical and clinical studies
involving its L.E.A.P.S. technology. Consequently, the Company cannot predict
with any certainty the funds required for future research and clinical trials
and the timing of future research and development projects. In April 2006, the
Company filed a provisional U.S. patent application covering CEL-1000 for the
prevention/treatment of bird flu and/or as an adjuvant to be included in a bird
flu vaccine.

Clinical and other studies necessary to obtain regulatory approval of a new drug
involve significant costs and require several years to complete. The extent of
the Company's clinical trials and research programs are primarily based upon the
amount of capital available to the Company and the extent to which the Company
has received regulatory approvals for clinical trials. The inability of the
Company to conduct clinical trials or research, whether due to a lack of capital
or regulatory approval, will prevent the Company from completing the studies and
research required to obtain regulatory approval for any products which the
Company is developing. Without regulatory approval, the Company will be unable
to sell any of its products.

On June 6, 2007 the Company signed a 20 year lease with a single-purpose
affiliate of BioRealty, Inc. ("BRI") for a Multikine manufacturing facility to
be built to the Company's specifications. With the signing of the operating
lease the Company paid $3,150,000 as a tenant improvement contribution which
will be repaid to the Company with interest between years 6 and 20 of the lease.
On August 7, 2007 BRI acquired the specific building in Baltimore, MD for which
the lease was signed. This building will now be built out as the Company's
Multikine manufacturing facility for Phase III clinical trials and eventual
sales of Multikine. Lease payments will start for the ensuing 20 years when the
facility is completed and turned over to CEL-SCI.

Regulatory authorities prefer to see biologics such as Multikine produced in the
same manufacturing facility for Phase III clinical trials and the sale of the
product because this arrangement helps to ensure that the drug lots used to
conduct the clinical trials will be consistent with those that will be marketed
subsequent to approval. Although some biotech companies outsource their
manufacturing, this can be risky with biologics because they require intense
manufacturing and process control. With biologic products a minor change in
manufacturing and process control can result in a major change in the final
product. Good and consistent manufacturing and process control is critical and
is best assured if the product is manufactured and controlled in the
manufacturer's own facility by their own specially trained personnel. Since all
of the Company's projects are under development, the Company cannot predict when
it will be able to generate any revenue from the sale of any of its products.


                                       22


Critical Accounting Policies - The Company's significant accounting policies are
more fully described in Note A to the condensed consolidated financial
statements. However certain accounting policies are particularly important to
the portrayal of financial position and results of operations and require the
application of significant judgments by management. As a result, the condensed
consolidated financial statements are subject to an inherent degree of
uncertainty. In applying those policies, management uses its judgment to
determine the appropriate assumptions to be used in the determination of certain
estimates. These estimates are based on the Company's historical experience,
terms of existing contracts, observance of trends in the industry and
information available from outside sources, as appropriate. Our significant
accounting policies include:

Patents - Patent expenditures are capitalized and amortized using the
straight-line method over 17 years. In the event changes in technology or other
circumstances impair the value or life of the patent, appropriate adjustment in
the asset value and period of amortization is made. An impairment loss is
recognized when estimated future undiscounted cash flows expected to result from
the use of the asset, and from disposition, is less than the carrying value of
the asset. The amount of the impairment loss would be the difference between the
estimated fair value of the asset and its carrying value.

Derivative Instruments - The Company enters into financing arrangements that
consist of freestanding derivative instruments or are hybrid instruments that
contain embedded derivative features. The Company accounts for these
arrangements in accordance with Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities", ("SFAS No.
133") and Emerging Issues Task Force Issue No. 00-19, "Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock", ("EITF 00-19"), as well as related interpretations of these standards.
In accordance with accounting principles generally accepted in the United States
("GAAP"), derivative instruments and hybrid instruments are recognized as either
assets or liabilities in the statement of financial position and are measured at
fair value with gains or losses recognized in earnings or other comprehensive
income depending on the nature of the derivative or hybrid instruments. Embedded
derivatives that are not clearly and closely related to the host contract are
bifurcated and recognized at fair value with changes in fair value recognized as
either a gain or loss in earnings if they can be reliably measured. When the
fair value of embedded derivative features can not be reliably measured, the
Company measures and reports the entire hybrid instrument at fair value with
changes in fair value recognized as either a gain or loss in earnings. The
Company determines the fair value of derivative instruments and hybrid
instruments based on available market data using appropriate valuation models,
giving consideration to all of the rights and obligations of each instrument and
precluding the use of "blockage" discounts or premiums in determining the fair
value of a large block of financial instruments. Fair value under these
conditions does not necessarily represent fair value determined using valuation
standards that give consideration to blockage discounts and other factors that
may be considered by market participants in establishing fair value.

Stock Options and Warrants - In October 1996, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation (SFAS No. 123). This statement
encourages but does not require companies to account for employee stock
compensation awards based on their estimated fair value at the grant date with
the resulting cost charged to operations. The Company had elected to continue to


                                       23


account for its employee stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, and related Interpretations. Options to non-employees
are accounted for in accordance with FASB's Emerging Issues Task Force (EITF)
Issue 96-18 Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services.
Accordingly, compensation is recognized when goods or services are received and
is measured using the Black-Scholes valuation model. The Black-Scholes model
requires management to make assumptions regarding the fair value of the options
at the date of grant and the expected life of the options. The Company
determines the fair value of the employee compensation using the Black Scholes
method of valuation. Using the modified prospective transition method of
adoption, the Company reflects compensation expense in the financial statements
beginning October 1, 2005. The modified prospective transition method does not
require restatement of prior periods to reflect the impact of SFAS No. 123R. As
such, compensation expense will be recognized for awards that were granted,
modified, repurchased or cancelled on or after October 1, 2005 as well as for
the portion of awards previously granted that vested during the period ended
June 30, 2007. For the nine months ended June 30, 2007 and 2006, the Company
recorded $93,948 and $142,690 in general and administrative expense for the cost
of employee options. The Company determines the fair value of the employee
compensation using the Black Scholes method of valuation.

Concentration of Credit Risk - Financial instruments, which potentially subject
the Company to concentrations of credit risk, consist of cash and cash
equivalents. The Company maintains its cash and cash equivalents with high
quality financial institutions. At times, these accounts may exceed federally
insured limits. The Company has not experienced any losses in such bank
accounts. The Company believes it is not exposed to significant credit risk
related to cash and cash equivalents.

Income Taxes - Income taxes are accounted for using the asset and liability
method under which deferred tax liabilities or assets are determined based on
the difference between the financial statement and tax basis of assets and
liabilities (i.e., temporary differences) and are measured at the enacted tax
rates. Deferred tax expense is determined by the change in the liability or
asset for deferred taxes. The difference in the Company's U.S. Federal statutory
income tax rate and the Company's effective tax rate is primarily attributable
to the recording of a valuation allowance due to the uncertainty of the amount
of future tax benefits that will be realized because it is more likely than not
that future taxable income will not be sufficient to realize such tax benefits.

Asset Valuations and Review for Potential Impairments - The Company reviews its
fixed assets every fiscal quarter. This review requires that the Company make
assumptions regarding the value of these assets and the changes in circumstances
that would affect the carrying value of these assets. If such analysis indicates
that a possible impairment may exist, the Company is then required to estimate
the fair value of the asset and, as deemed appropriate, expense all or a portion
of the asset. The determination of fair value includes numerous uncertainties,
such as the impact of competition on future value. The Company believes that it
has made reasonable estimates and judgments in determining whether our
long-lived assets have been impaired; however, if there is a material change in
the assumptions used in our determination of fair values or if there is a
material change in economic conditions or circumstances influencing fair value,
the Company could be required to recognize certain impairment charges in the
future.



                                       24



Inventory - Inventory consists of bulk purchases of laboratory supplies used on
a daily basis in the lab and items that will be used for future production. The
items in inventory are expensed when used in production or daily activity as R&D
expenses. These items are disposables and consumables and can be used for both
the manufacturing of Multikine for clinical studies and in the laboratory for
quality control and bioassay use. They can be used in training, testing and
daily laboratory activities.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

As of June 30, 2007, the Company had outstanding Series K Notes and Series K
Warrants which were classified as derivative financial instruments. Interest on
the Series K Notes is tied to the 6-month LIBOR. Should the 6-month LIBOR
increase, interest payments on the Series K debt may increase as well. The
interest rate risk on investments is considered immaterial due to the fact that
all investments have maturities of three months or less.

Item 4.     CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Geert Kersten, CEL-SCI's Chief Executive and Financial Officer, has evaluated
the effectiveness of CEL-SCI's disclosure controls and procedures as of June 30,
2007, and in his opinion CEL-SCI's disclosure controls and procedures are
effective and ensure that material information relating to CEL-SCI, including
CEL-SCI's consolidated subsidiary, is made known to him by others within those
entities, particularly during the period in which this report is being prepared,
so as to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

To the knowledge of Mr. Kersten, there have been no significant changes in
CEL-SCI's internal controls or in other factors that could significantly affect
CEL-SCI's internal controls subsequent to the date of evaluation, and as a
result, no corrective actions with regard to significant deficiencies or
material weakness in CEL-SCI's internal controls were required.



                                       25




                                     PART II


Item 2. Changes in Securities and Use of Proceeds
        -----------------------------------------

        During the nine months ended June 30, 2007, the Company issued 172,500
shares of its common stock to two investors in accordance with the terms of
their agreements with the Company. The Company relied upon the exemption
provided by Section 4(2) of the Securities Act of 1933 for the issuance of these
shares.

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------

        See Item 4 of the Company's report on Form 10-K for the year ended
September 30, 2006.

Item 5. Other Information
        -----------------

        None

Item 6. (a) Exhibits
        ------------

       Number           Exhibit
       ------           -------

       31               Rule 13a-14(a) Certifications

       32               Section 1350 Certifications




                                       26



                                   SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                          CEL-SCI CORPORATION


Date: August 13, 2007                   /s/ Geert Kersten
                                        ----------------------------------------
                                        Geert Kersten, Chief Executive Officer*











* Also signing in the capacity of the Chief Accounting Officer and Principal
Financial Officer.