SCHEDULE 14A

                            SCHEDULE 14A INFORMATION
                      Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934
                               (Amendment No. 2)



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 MARCH 3, 2008
To the Shareholders:

      Notice is hereby given that the annual meeting of the shareholders of
CEL-SCI Corporation ("CEL-SCI") will be held at Company's laboratory which is
located at 4820-C Seton Drive, Baltimore, Maryland 21215 on March 3, 2008, 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 2008 Incentive Stock Option Plan
         which provides that up to 1,000,000 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 2008 Non-Qualified Stock Option
         Plan which provides that up to 1,000,000 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 2008 Stock Bonus Plan which
         provides that up to 1,000,000 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 1,000,000 additional restricted shares of
         common stock to CEL-SCI's directors, officers, employees and
         consultants for services provided to the Company;

    (6)  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;

    (7)  to ratify the appointment of BDO Seidman, LLP as CEL-SCI's independent
         registered public accounting firm for the fiscal year ending September
         30, 2008.

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

      December 31, 2007 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 _________, 2008, there were ________ issued
and outstanding shares of CEL-SCI's common stock.

                                          CEL-SCI CORPORATION

__________, 2008                          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



                               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 March 3, 2008, 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 set forth 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 February 3, 2008.

    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 affirmative vote of
the holders of a majority of the outstanding shares of CEL-SCI's common stock is
required to approve the proposal to authorize CEL-SCI's directors to reverse
split CEL-SCI's common stock. The adoption of any 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 December 31, 2007, 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.


                                       1




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

Maximilian de Clara                     894,674                   0.8%
Bergstrasse 79
6078 Lungern,
Obwalden, Switzerland

Geert R. Kersten                      6,640,731 (2)               5.6%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Patricia B. Prichep                   1,842,529                   1.6%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Eyal Talor, Ph.D.                     1,218,907                   1.0%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Daniel H. Zimmerman, Ph.D.            1,274,441                   1.1%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

John Cipriano                           283,691                   0.2%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Alexander G. Esterhazy                  354,999                   0.3%
20 Chemin du Pre-Poiset
CH- 1253 Vandoeuvres
Geneve, Switzerland

C. Richard Kinsolving, Ph.D.            584,090                   0.5%
P.O. Box 20193
Bradenton, FL 34204-0193

Peter R. Young, Ph.D.                   356,267                   0.3%
1247 Dodgeton Drive
Frisco, TX 75034-1432

All Officers and Directors           13,450,329                  10.9%
as a Group (9 persons)

(1)  Includes shares issuable prior to February 29, 2008 upon the exercise of
     options or warrants granted to the following persons:


                                       2



                                          Options or Warrants Exercisable
      Name                                      Prior to February 29, 2008
      ----                                ---------------------------------

      Maximilian de Clara                          656,667
      Geert R. Kersten                           3,558,001
      Patricia B. Prichep                        1,161,500
      Eyal Talor, Ph.D.                            817,999
      Daniel H. Zimmerman, Ph.D.                   815,000
      John Cipriano                                160,000
      Alexander G. Esterhazy                       234,999
      C. Richard Kinsolving, Ph.D.                 395,000
      Peter R. Young, Ph.D.                        221,666

(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        77    Director and President
Geert R. Kersten, Esq.     48    Director, Chief Executive Officer and Treasurer
Patricia B. Prichep        56    Senior Vice President of Operations and
                                   Secretary
Dr. Eyal Talor             51    Senior Vice President of Research and
                                   Manufacturing
Dr. Daniel H. Zimmerman    66    Senior Vice President of Research, Cellular
                                   Immunology
John Cipriano              65    Senior Vice President of Regulatory Affairs
Alexander G. Esterhazy     63    Director
Dr. C. Richard Kinsolving  70    Director
Dr. Peter R. Young         62    Director


                                       3


      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.

      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 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. From June 1990 to December 1992, Ms. Prichep was the
Manager of Quality and Productivity for the NASD's Management, Systems and
Support Department. Between 1982 and 1990, Ms. Prichep was Vice President and
Operations Manager for Source Capital, Ltd.

     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
the biopharmaceutical  industry.  His expertise includes;  biopharmaceutical R&D


                                       4


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.

      Daniel H. Zimmerman, Ph.D., has been CEL-SCI's Senior Vice President of
Cellular Immunology since 1996. He joined CEL-SCI in January 1996 as the Vice
President of Research, Cellular Immunology. Dr. Zimmerman founded CELL-MED, Inc.
and was its president from 1987-1995. From 1973-1987, Dr. Zimmerman served in
various positions at Electronucleonics, Inc. His positions included: Scientist,
Senior Scientist, Technical Director and Program Manager. Dr Zimmerman held
various teaching positions at Montgomery College between 1987 and 1995. Dr.
Zimmerman holds over a dozen US patents as well as many foreign equivalent
patents. He is the author of over 40 scientific publications in the area of
immunology and infectious diseases. He has been awarded numerous grants from NIH
and DOD. From 1969-1973, Dr. Zimmerman was a Senior Staff Fellow at NIH. For the
following 25 years, he continued on at NIH as a guest worker. Dr Zimmerman
received a Ph.D. in Biochemistry in 1969, a Masters in Zoology in 1966 from the
University of Florida and a B.S. in Biology from Emory and Henry College in
1963.

      John Cipriano, has been CEL-SCI's Senior Vice President of Regulatory
Affairs since March 2004. Mr. Cipriano brings to CEL-SCI over 30 years of
experience in both biotech and pharmaceutical companies. In addition, he held
positions at the United States Food and Drug Administration (FDA) as Deputy
Director, Division of Biologics Investigational New Drugs, Office of Biologics
Research and Review and was the Deputy Director, IND Branch, Division of
Biologics Evaluation, Office of Biologics. Mr. Cipriano completed his B.S. in
Pharmacy from the Massachusetts College of Pharmacy in Boston, Massachusetts and
his M.S. in Pharmaceutical Chemistry from Purdue University in West Lafayette,
Indiana.


                                       5


      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
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  121(a) of the
listing standards of the American Stock Exchange.

      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, 1247
Dodgeton Drive, Frisco, TX 75034-1432.


                                       6


      CEL-SCI's Board of Directors met 13 times during the year ended September
30, 2007. 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 attended the last annual shareholder's
meeting held on September 14, 2007.

      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

     The Company's Compensation Committee is empowered to review and approve the
annual  compensation and compensation  procedures for our executive officers and
annually  determines  the total  compensation  level for our President and Chief


                                       7


Executive  Officer.  The total  proposed  compensation  of our  named  executive
officers  is  formulated  and  evaluated  by our  Chief  Executive  Officer  and
submitted to the 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 our compensation  program is to attract,  motivate
and retain  talented  executives  who are  enthusiastic  about our mission.  The
components of our compensation practices 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.

     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 fiscal year
ended September 30, 2007.

                                       8



                                                             
                                                                        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,    2007   $363,000     -    $418,327  $105,460   $64,693    $951,480
President

Geert R. Kersten,       2007   $389,637     -     $31,752  $105,460   $16,114    $542,963
Chief Executive
Officer and
Treasurer

Patricia B. Prichep      2007  $179,574     -     $19,520   $52,730    $4,225    $256,049
Senior Vice President
of Operations and
Secretary

Eyal Talor, Ph.D.        2007  $218,587     -     $18,764   $52,730    $4,225    $294,306
Senior Vice President
of Research and
Manufacturing

Daniel Zimmerman, Ph.D.  2007  $169,127     -     $14,469   $39,548    $4,225    $227,369
Senior Vice President
of Cellular Immuno-
   logy

John Cipriano            2007  $165,400     -     $14,196   $39,548    $   25    $219,169
Senior Vice President
of Regulatory Affairs


(1)  The dollar value of base salary (cash and non-cash) earned. During the year
     ended September 30, 2007, $28,429 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              $0.58


                                       9


      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, $400,000 was 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 or other
     allocations to vested and unvested defined contribution plans, and the
     dollar value of any insurance premiums paid by, or on behalf of, CEL-SCI
     with respect to term life insurance for the benefit of the named executive
     officer, and the full dollar value of the remainder of the premiums paid
     by, or on behalf of, CEL-SCI.

Long Term Incentive Plans - Awards in Last Fiscal Year

      None.

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
valued each quarter based upon the closing price of its common stock. The fiscal
2007 expenses for this plan were $92,035. 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

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

Maximilian de Clara    $12,500      $126,000        $105,460      $243,960
Geert Kersten          $12,500      $126,000        $105,460      $243,960
Alexander Esterhazy    $12,500      $ 63,000        $ 52,730      $128,230
C. Richard Kinsolving  $12,500      $ 63,000        $ 52,730      $128,230
Peter R. Young         $12,500      $ 63,000        $ 52,730      $128,230

                                       10


(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 which expires April 30, 2008. The employment agreement provides
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 $600,000) and the unvested portion of any stock options
would vest immediately ($142,626). 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.

     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.  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  ($801,650)  and the
unvested  portion of any stock options would vest  immediately  ($174,626).  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


                                       11


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.

Stock Options

      The following tables show information concerning the options granted
during the fiscal year ended September 30, 2007, to the persons named below.

                               Options Granted
                               ---------------
                                                       Exercise
                              Grant        Options     Price Per  Expiration
    Name                      Date       Granted (#)     Share       Date
   ------                   --------     -----------  ----------  ----------
   Maximilian de Clara      9/14/2007      200,000       $0.63    9/13/2017
   Geert Kersten            9/14/2007      200,000       $0.63    9/13/2017
   Patricia B. Prichep      9/14/2007      100,000       $0.63    9/13/2017
   Eyal Talor, Ph.D.        9/14/2007      100,000       $0.63    9/13/2017
   Daniel Zimmerman, Ph.D.  9/14/2007       75,000       $0.63    9/13/2017
   John Cipriano            9/14/2007       75,000       $0.63    9/13/2017

                                Options Exercised
                                -----------------
                                               Shares
                              Date of        Acquired On         Value
                             Exercise        Exercise (1)     Realized (2)
                            ----------       ------------     ------------

  Maximilian de Clara       11/08/2006          50,000          $21,600
  Maximilian de Clara       11/09/2006          18,900          $ 7,938
  Maximilian de Clara       11/13/2006          31,100          $13,373
  Maximilian de Clara       11/15/2006         100,000          $43,500
  Maximilian de Clara       12/18/2006         100,000          $34,500
  Maximilian de Clara       01/11/2007          52,500          $20,108
  Maximilian de Clara       01/16/2007          21,500          $10,965
  Maximilian de Clara       03/02/2007          50,000          $24,000
  Maximilian de Clara       03/19/2007          50,000          $24,000
  Maximilian de Clara       04/13/2007          50,000          $25,500
  Maximilian de Clara       05/22/2007          50,999          $34,679

(1)  The number of shares received upon exercise of options during the fiscal
     year ended September 30, 2007.


                                       12



(2)  With respect to options exercised during the fiscal year ended September
     30, 2007, the dollar value of the difference between the option exercise
     price and the market value of the option shares purchased on the date of
     the exercise of the options.

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

Maximilian de Clara         23,333                         2.87       07/31/08
                            95,000 (1)                     1.94       08/31/08
                            70,000                         1.05       09/25/09
                            56,666                         1.05       05/01/10
                            50,000                         1.05       05/01/08
                            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
                            33,334                         0.48       09/21/15
                            33,334                         0.58       09/12/16
                          --------
                           656,667
                                           16,666          0.48       09/21/15
                                           66,666          0.58       09/12/16
                                          200,000          0.63       09/13/17
                                         --------
                                          283,332

Geert R. Kersten            50,000                         1.05       11/01/08
                            14,000                         1.05       10/31/08
                            50,000                         1.05       07/31/08
                           224,000 (1)                     1.05       06/10/08
                            50,000                         1.05       09/25/09
                           150,000                         1.05       05/01/10
                            50,000                         1.05       05/01/08
                            50,000                         1.05       04/12/09
                            95,000 (1)                     1.94       08/31/08
                            60,000                         1.05       04/19/10
                            60,000                         1.38       03/22/11
                           560,000 (1)                     1.05       10/16/08
                           105,000                         0.54       03/14/12
                         1,890,000                         0.22       04/01/13
                            50,000                         0.61       09/02/14
                            33,334                         0.48       09/21/15
                            66,667                         0.58       09/12/16
                           -------
                         3,558,001


                                       13



                                           16,666          0.48       09/21/15
                                          133,333          0.58       09/12/16
                                          200,000          0.63       09/13/17
                                         --------
                                          349,999

Patricia B. Prichep         6,000                          1.05       12/01/08
                           10,000                          1.05       11/30/08
                            9,500                          1.05       07/31/08
                            3,000                          1.05       12/31/09
                           35,000                          1.05       03/01/10
                           17,000                          1.05       12/01/08
                           15,000                          1.05       04/12/09
                           47,500 (1)                      1.94       08/31/08
                           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       10/16/08
                           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
                           20,000                          0.48       09/21/15
                           30,000                          0.58       09/12/16
                          -------
                        1,161,500
                                           10,000          0.48       09/21/15
                                           60,000          0.58       09/12/16
                                          100,000          0.63       09/13/17
                                         --------
                                          170,000

Eyal Talor, Ph.D.          15,500                           1.05      07/31/08
                           16,666                           1.05      03/16/10
                           15,000                           1.05      08/03/08
                           10,000 (1)                       1.94      08/31/08
                           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      10/16/08
                           50,000                           0.33      04/26/12
                          374,166                           0.22      04/01/13
                           50,000                           0.61      09/02/14
                           20,000                           0.48      09/21/15
                           26,667                           0.58      09/12/16
                          -------
                          817,999

                                       14


                                           10,000            0.48     09/21/15
                                           53,333            0.58     09/12/16
                                          100,000            0.63     09/13/17
                                         --------
                                          163,333

Daniel Zimmerman, Ph.D.    12,000                            1.05     12/31/08
                            3,000                            1.05     12/31/09
                            7,000                            1.05     06/19/10
                           15,000                            1.05     02/19/08
                           30,000 (1)                        1.94     08/31/08
                           15,000                            1.05     04/12/09
                           20,000                            1.05     02/02/10
                           20,000                            1.85     01/26/11
                          120,000 (1)                        1.05     10/16/08
                           41,000                            0.54     03/14/12
                           50,000                            0.33     04/16/12
                          392,000                            0.22     04/01/13
                           50,000                            0.61     09/02/14
                           20,000                            0.48     09/21/15
                           20,000                            0.58     09/12/16
                          -------
                          815,000
                                            10,000           0.48     09/21/15
                                            40,000           0.58     09/12/16
                                            75,000           0.63     09/13/17
                                         ---------
                                           125,000

John Cipriano             100,000                            1.13     03/01/14
                           20,000                            0.61     09/02/14
                           20,000                            0.48     09/21/15
                           20,000                            0.58     09/12/16
                          -------
                          160,000
                                            10,000            0.48    09/21/15
                                            40,000            0.58    09/12/16
                                            75,000            0.63    09/13/17
                                         ---------
                                           125,000

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

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

                                       15



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.

      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.

                                       16


      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
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.


                                       17


      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 December 31, 2007
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   Options/Shares
Name of Plan                 Under Plans   Options     as Stock    Under Plans
------------                 -----------  ----------   --------   -----------

Incentive Stock Option Plans  9,100,000    4,556,933        N/A     4,306,833
Non-Qualified Stock Option
   Plans                     12,760,000    7,420,231        N/A     2,032,667
Stock Bonus Plans             6,940,000          N/A   2,112,535    4,827,381
Stock Compensation Plan       4,500,000          N/A   1,366,405    3,133,595

      Of the shares issued pursuant to CEL-SCI's Stock Bonus Plans 975,419
shares were issued as part of CEL-SCI's contribution to its 401(k) plan.

      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, 2007, 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 of   Remaining Available
                          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              4,601,933          $0.64            4,306,833
Non-Qualified Stock
   Option Plans              7,462,698          $0.69            2,040,667

                                       18


Compensation Committee

      During the year ending September 30, 2007 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, 2007 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, 2007, 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,
2007, 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.

      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,
2007  the  compensation  paid to Mr.  de  Clara  was  based  on his  April  2005
employment contract.

                                       19


      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, 2007 the compensation paid to Mr. Kersten was based on
his 2003 employment contract.

      During the year ending September 30, 2007, 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, 2007 CEL-SCI granted options for the
purchase of 1,050,000 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.

      Except as otherwise disclosed in this proxy statement, during the year
ended September 30, 2007 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, 2007  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 121(A) of the American Stock  Exchange's  Listing  Standards.  Dr. Peter


                                       20


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, 2007, the Audit Committee met 4
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,  2007  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 Independence  Standards Board Standard No. 1 (Independence
          Standards Board Standard No. 1,  Independence  Discussions  with Audit
          Committees),  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,  2007  for  filing  with the
          Securities and Exchange Commission.
     (5)  During the year ended September 30, 2007 CEL-SCI paid BDO Seidman LLP,
          CEL-SCI's independent registered public accounting firm, audit fees of
          $142,704  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 2008 INCENTIVE STOCK OPTION PLAN

      Shareholders are being requested to vote on the adoption of CEL-SCI's 2007
Incentive Stock Option Plan. The purpose of the 2008 Incentive Stock Option Plan
is to furnish additional compensation and incentives to CEL-SCI's officers and
employees.

                                       21


      The 2008 Incentive Stock Option Plan, if adopted, will authorize the
issuance of up to 1,000,000 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 2008 Incentive Stock Option Plan must be granted
before May 11, 2018. If adopted, the 2008 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 2008 Incentive Stock Option Plan.

PROPOSAL TO ADOPT 2008 NON-QUALIFIED STOCK OPTION PLAN

      Shareholders are being requested to vote on the adoption of CEL-SCI's 2008
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 2008 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.

      The 2008 Non-Qualified Plan, if adopted, will authorize the issuance of up
to 1,000,000 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 under the 2008 Non-Qualified Plan.

      The 2008 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 2008 Non-Qualified
Plan.

PROPOSAL TO ADOPT 2008 STOCK BONUS PLAN

      Shareholders are being requested to vote on the adoption of CEL-SCI's 2008
Stock Bonus Plan. The purpose of the 2008 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.


                                       22


      The 2008 Stock Bonus Plan, if adopted, will authorize the issuance of up
to 1,000,000 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 2008 Stock Bonus Plan.

      The 2008 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 2008
Stock Bonus Plans.

PROPOSAL TO AMEND CEL-SCI'S STOCK COMPENSATION PLAN

      During the two years ended September 30, 2007 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 American Stock Exchange. 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.

      To comply with the 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
4,500,000 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 1,000,000 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.

TO APPROVE 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 between  1-for-2 and 1-for-5 at any
time before its next Annual Meeting of Stockholders in 2009.  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 believe


                                       23


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 2009, 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 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 2009 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.

     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


                                       24


a higher percentage of the total share value than would be the case if the price
of CEL-SCI's common stock was substantially 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 November 30, 2007,
CEL-SCI had 115,729,129 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 140 shareholders since,
according to the records of CEL-SCI's transfer agent, only 138 shareholders own
less than five shares.

      CEL-SCI would still have approximately 2440 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 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 that it would be able to
issue if the reverse  split was not adopted.  CEL-SCI does not have any plans to

                                       25


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.

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,  2008.  BDO Seidman  served as  CEL-SCI's
independent  registered  public  accounting  firm  for  the  fiscal  year  ended
September 30, 2007. 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, 2007 and 2006. The following table shows the aggregate fees billed
to CEL-SCI during these year by BDO Seidman, LLP:

                                                 Year Ended September 30,
                                                2007                  2006
                                                ----                  ----

Audit Fees                                   $142,704              $204,860
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,
2007 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

      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, 2008.

                                       26


                                     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 2007 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 enclosed proxy promptly. No postage
is required if mailed in the United States.







                                       27



                               CEL-SCI Corporation

                             Audit Committee Charter


      Adopted by the Company's Board of Directors on May 22, 2002, as amended
May 6, 2004.

Statement of Purpose

    The Audit Committee (Committee) is a committee of the Board of Directors.
Its primary function is to assist the Board in fulfilling its oversight
responsibilities by overseeing the accounting, internal control and financial
reporting processes and the audit process of the Company.

      The Company's management is responsible for preparing the Company's
financial statements and the Company's independent auditors are responsible for
auditing those financial statements. The Committee is responsible for overseeing
the conduct of these activities by the Company's management and the independent
auditors.

Committee Membership

      The Committee shall consist of no fewer than three members. The members of
the Committee shall meet the independence and experience requirements of the
American Stock Exchange and the Securities and Exchange Commission (SEC). In
particular, all members shall have sufficient financial experience and ability
to enable them to read and understand financial statements, including the
Company's balance sheet, income statement, and cash flow statement. At least one
member shall be a financial expert as defined under the rules and regulations of
the SEC.

      The members of the Committee shall be elected by the Board of Directors at
each annual meeting of the Board of Directors or until their successors shall be
duly elected and qualified. Unless a chair is elected by the full Board of
Directors, the members of the Committee may designate a chair by majority vote
of the full Committee.

Committee Authority and Responsibilities

      In carrying out its intended purpose, the Committee share have the powers,
duties and responsibilities delegated to it by the Board of Directors. The
Committee shall:

     o    Have the sole authority to appoint,  evaluate and if necessary replace
          the independent  auditor,  and shall  pre-approve all audit engagement
          fees  and  terms  and  all  non-audit  service  engagements  with  the
          independent auditor.

                                       28


     o    Oversee the work performed by the Company's independent auditors. Such
          Independent auditors shall report directly to the Committee,  although
          they shall remain accountable to the entire Board of Directors as well
          as to the Committee.

     o    Have  a  clear  understanding  with  management  and  the  independent
          auditors that the independent  auditors are ultimately  accountable to
          the Board of Directors and the  Committee,  as  representative  of the
          Company's shareholders.

     o    Review annually the selection of the Company's independent auditors.

     o    Review and  discuss  with the  auditors  their  independence  from the
          Company and actively engage the auditors in a dialogue with respect to
          any  disclosed   relationship   or  services  that  may  impact  their
          objectivity and independence.

     o    Meet with management and the independent auditor in separate executive
          sessions periodically.

     o    Make regular reports to the Board.

     o    Review  and  reassess  the  adequacy  of  this  Charter  annually  and
          recommend any proposed changes to the board for approval.

     o    Assess  its  performance  of the  duties  specified  in  this  charter
          annually and report its findings to the board of directors.

      In keeping with the foregoing statements, the Committee shall have the
following authority and responsibilities:

Financial Statement and Disclosure Matters

     1.   Review and discuss with  management  and the  independent  auditor the
          annual   audited   financial   statements   and  quarterly   financial
          statements,  including disclosures made in management's discussion and
          analysis  and all matters  required to be  reviewed  under  applicable
          legal, regulatory and American Stock Exchange requirements.

     2.   Prepare  the  report  required  by the  rules  of the  Securities  and
          Exchange  Commission  to be included  in the  company's  annual  proxy
          statement.

     3.   Discuss with  management the company's  major financial risk exposures
          and the  steps  management  has  taken to  monitor  and  control  such
          exposures, including the company's risk assessment and risk management
          policies.

     4.   Discuss with management and the independent  auditor any  difficulties
          encountered   in  the  course  of  the  audit  work,   including   any
          restrictions  on the  scope  of  activities  or  access  to  requested
          information, and any significant disagreements with management.


                                       29


Oversight of the Company's Relationship with the Independent Auditor

     1.   Obtain  and  review a report  from the  independent  auditor  at least
          annually   regarding  (a)  the  auditor's   internal   quality-control
          procedures,  (b)  any  material  issues  raised  by  the  most  recent
          quality-control  review,  or peer review,  of the firm,  (c) any steps
          taken to deal with any such issues, and (d) all relationships  between
          the independent auditor and the company.

     2.   Evaluate  the  qualifications,  performance  and  independence  of the
          independent  auditor,  including  considering  whether  the  auditor's
          quality controls are adequate and the provision of non-audit  services
          is compatible with maintaining the auditor's independence,  and taking
          into account the opinions of management.  The Committee  shall present
          its conclusions to the board of directors and, if so determined by the
          Committee,  recommend that the board take additional action to satisfy
          itself of the  qualifications,  performance  and  independence  of the
          auditor.

Oversight of the Company's Internal Audit Function

     1.   Review the appointment and replacement of the senior internal auditing
          executive  or,  in the  event  that the  internal  audit  function  is
          provided  by an outside  vendor,  the firm  providing  internal  audit
          services.

     2.   Review the significant  reports to management prepared by the internal
          auditing function and management's responses.

     3.   Discuss  with the chief  executive  officer  and the  chief  financial
          officer of the company, all significant  deficiencies in the design or
          operation  of  internal  controls  which  could  adversely  affect the
          company's ability to record, process,  summarize, and report financial
          data and any fraud, whether or not material,  that involves management
          or  other  employees  who  have a  significant  role in the  company's
          internal controls.

Compliance Oversight Responsibilities

     1.   Obtain from the independent  auditor assurance that Section 10A of the
          Securities  Exchange  Act of  1934,  certain  audit  requirements  and
          required responses to audit discoveries, has not been implicated.

     2.   Review any matters relating to the integrity of management,  including
          conflicts of interest, and adherence to the company's Code of Business
          Conduct and Ethics.  In connection  with these reviews,  the Committee
          will meet, as appropriate,  with the general counsel and other company
          officers and employees.



                                       30


Limitation of Committee's Role

      While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the company's financial statements and disclosures are complete
and accurate and are in accordance with generally accepted accounting principles
and applicable rules and regulations. These are the responsibilities of
management and the independent auditor.

Meetings

      The Committee will meet at least four times annually, or more often as it
deems necessary or appropriate, in its judgment, either in person or
telephonically, and at such times and places as the Committee determines. The
Chairman of the Board of Directors, any member of the Committee or the Secretary
of the Company may call meetings of the Committee. In its sole discretion, the
Committee may decide to hold separate meetings with management or the
independent auditors. The majority of the members of the Committee shall
constitute a quorum for Committee meetings and, unless otherwise required by
this Charter, action may be taken by majority vote of the members present at
such meetings. Minutes shall be maintained of each meeting.


                                       31


                           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 March 3, 2008, 10:30 a.m. local
 time, at 4820-C Seton Drive, Baltimore, Maryland 21215 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 CEL-SCI's 2008 Incentive Stock Option Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(3)  To approve the adoption of CEL-SCI's  2008  Non-Qualified  Stock Option
     Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(4)  To approve the adoption of CEL-SCI's 2008 Stock Bonus Plan.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(5)  To approve an amendment to CEL-SCI's Stock Compensation Plan so that an
     additional  1,000,000  restricted  shares  of  CEL-SCI's  common  stock are
     available for issuance under the Plan

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(6)  Subject to 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

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(7)  To ratify the  appointment  of BDO Seidman, LLP as CEL-SCI's  independent
     registered  public accounting firm for the fiscal year ending September 30,
     2008.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

    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 7.

                                Dated this ____ day of _________________, 2007.


                                -----------------------------------
                                           (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.





                                    EXHIBIT A

      Proposed Amendment to Articles of Incorporation of CEL-SCI Corp.

      Article ___ is amended with the addition of the following paragraph:

      Effective _____ each issued and outstanding share of this Corporation's
common stock will be automatically converted into * shares of this Corporation's
common stock.



* Number will be between ____ and ____, as determined by CEL-SCI's directors.