424(b)3
                                                             File No. 333-102639

PROSPECTUS

                               CEL-SCI CORPORATION
                        4,472,000 shares of Common Stock

      By means of this prospectus SDS Merchant Fund, L.P. and Bristol Investment
Fund, Ltd. are offering to sell approximately 4,472,000 shares of the common
stock of CEL-SCI Corporation which shares may be issued upon the conversion of
Series H promissory notes sold by CEL-SCI as well as shares of common stock
issuable upon the exercise of CEL-SCI's Series H warrants. The actual number of
shares issuable upon the conversion of the Series H promissory notes will vary
depending upon the price of CEL-SCI's common stock at the time of conversion. In
addition, the shares issuable upon the exercise of the Series H warrants may
increase as the result of future sales of CEL-SCI's common stock at prices below
either the warrant exercise price or the market value of CEL-SCI's common stock.
See "Comparative Share Data" for information concerning the terms of the Series
H convertible promissory notes and the Series H warrants. SDS Merchant Fund and
Bristol Investment Fund are "underwriters" as that term is defined in the
Securities Act of 1933.

    The securities offered by this prospectus are speculative and involve a high
degree of risk and should be purchased only by persons who can afford to lose
their entire investment. Prospective investors should consider certain important
factors described under "Risk Factors" beginning on page 4 of this prospectus.

    These Securities Have Not Been Approved or Disapproved by the Securities and
Exchange Commission Nor Has the Commission Passed Upon the Accuracy or Adequacy
of this Prospectus. Any Representation to the Contrary is a Criminal Offense.

    CEL-SCI's common stock is traded on the American Stock Exchange. On June 26,
2003 the closing price of CEL-SCI's common stock on the American Stock Exchange
was $0.82.












                   The date of this prospectus is June 26, 2003






                               PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED BY THE MORE DETAILED  INFORMATION  APPEARING ELSEWHERE
IN THIS PROSPECTUS.

CEL-SCI

      CEL-SCI Corporation was formed as a Colorado corporation in 1983. CEL-SCI
is involved in the research and development of certain drugs and vaccines.
CEL-SCI manufactures MULTIKINE, its first, and main product, using CEL-SCI's
proprietary cell culture technologies. CEL-SCI is testing MULTIKINE to determine
if it is effective in creating an anti-cancer immune response in head and neck
cancer patients, and in HIV-infected women with Human Papilloma Virus induced
cervical dysplasia, the precursor stage before the development of cervical
cancer.

      LEAPS, another technology of CEL-SCI, is being tested by CEL-SCI to
determine if it is effective in developing potential treatments and/or vaccines
against various diseases. Present target diseases are herpes simplex, malaria
and autoimmune myocarditis.

      Before human testing can begin with respect to a drug or biological
product, preclinical studies are conducted in laboratory animals to evaluate the
potential efficacy and the safety of a product. Human clinical studies generally
involve a three-phase process. The initial clinical evaluation, Phase I,
consists of administering the product and testing for safe and tolerable dosage
levels. Phase II trials continue the evaluation of safety and determine the
appropriate dosage for the product, identify possible side effects and risks in
a larger group of subjects, and provide preliminary indications of efficacy.
Phase III trials consist of testing for actual clinical efficacy within an
expanded group of patients at geographically dispersed test sites.

      CEL-SCI has funded the costs associated with the clinical trials relating
to CEL-SCI's technologies, research expenditures and CEL-SCI's administrative
expenses with the public and private sales of shares of CEL-SCI's common stock
and borrowings from third parties, including affiliates of CEL-SCI.

      CEL-SCI does not expect to develop commercial products for several years,
if at all. CEL-SCI has had operating losses since its inception, had an
accumulated deficit of approximately $(83,000,000) at March 31, 2003 and expects
to incur substantial losses for the foreseeable future.

      CEL-SCI's executive offices are located at 8229 Boone Blvd., #802, Vienna,
Virginia 22182, and its telephone number is (703) 506-9460.






THE OFFERING

Securities Offered:

      By means of this prospectus two private investors are offering to sell
shares of CEL-SCI's common stock issuable upon the conversion of CEL-SCI's
Series H promissory notes sold by CEL-SCI or upon the exercise of CEL-SCI's
Series H warrants. CEL-SCI refers to the owners of these shares as the selling
shareholders in this prospectus.

Common Stock Outstanding:   As of June 20, 2003 CEL-SCI had 58,434,789 shares of
                            common stock issued and outstanding.  The number of
                            outstanding shares does not give effect to  shares
                            which may be issued  upon the   exercise   and/or
                            conversion of options, warrants or other convertible
                            securities held by the selling shareholders or other
                            persons. If all outstanding warrants and convertible
                            securities, including the notes and warrants held by
                            the selling shareholders, were exercised   and
                            converted, CEL-SCI would have approximately
                            75,653,580 outstanding shares of common stock.
                            See  "Comparative Share Data".

Risk Factors:               The purchase of the  securities   offered  by  this
                            prospectus involves a high degree  of  risk.  Risk
                            factors include the lack of revenues and history of
                            loss, need for additional capital and need for FDA
                            approval. See the "Risk  Factors" section of  this
                            prospectus for additional Risk Factors.

AMEX Symbol:                CVM

Summary Financial Data
Results of Operations:
                                 Six Months Ended    Years Ended September 30,
                                  March 31, 2003     2002               2001
                                 ----------------    ----               ----

Grant Revenue and Other:             $135,642     $  384,939       $    293,871
                                     --------     ----------       ------------
Expenses:
   Research and Development           935,988      4,699,909          7,762,213
   Depreciation and Amortization       95,933        226,514            209,121
   General and Administrative       1,180,859      1,754,332          3,432,437
   Interest Income                    (28,950)       (85,322)          (376,221)
   Interest Expense                   666,858      2,131,750                 --
                                      -------      ---------   ----------------
   Net Loss                       $(2,715,046)   $(8,342,244)      $(10,733,679)
   Accrued Dividends on
     Preferred Stock                   (3,921)      (202,987)           (53,153)
   Accretion of Beneficial
     Conversion Feature
     on Preferred stock               (68,301)    (1,444,757)          (317,419)
                                       ------     -----------          ---------
   Net Loss Attributable to
     Common Stockholders          $(2,787,268)   $(9,989,988)      $(11,104,251)
                                  ============   ============      =============
   Net loss per common share
     (basic and diluted)               $(0.06)        $(0.35)            $(0.51)
                                       =======        =======            =======



Weighted average common shares
    outstanding                     44,852,886    28,746,341         21,824,273
                                    ==========    ==========         ==========

Balance Sheet Data:
                       March 31, 2003   September 30, 2002  September 30, 2001
                       --------------   ------------------  ------------------

Working Capital        $   291,750        $   690,804         $2,807,229
Total Assets             2,900,054          3,771,258          4,508,920
Convertible Debt
 (included in
 total liabilities)        281,490            639,288                 --
Total Liabilities        2,126,064          2,709,087            507,727
Stockholders' Equity       773,990          1,062,171          4,001,193

Forward Looking Statements

      This prospectus contains various forward-looking statements that are based
on CEL-SCI's beliefs as well as assumptions made by and information currently
available to CEL-SCI. When used in this prospectus, the words "believe",
"expect", "anticipate", "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and the
like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates.
Factors which could cause actual results to differ materially are discussed at
length under the heading "Risk Factors". Should one or more of the enumerated
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. Investors should not place undue reliance on forward-looking
statements, all of which speak only as of the date made.

                                  RISK FACTORS

      Investors should be aware that this offering involves the risks described
below, which could adversely affect the price of CEL-SCI's common stock. In
addition to the other information contained in this prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
offered by this prospectus.

RISKS RELATED TO CEL-SCI

Since CEL-SCI Has Earned Only Limited Revenues and Has a History of Losses,
CEL-SCI Will Require Additional Capital to Remain in Operation.

      CEL-SCI has had only limited revenues since it was formed in 1983. Since
the date of its formation and through March 31, 2003 CEL-SCI incurred net losses
of approximately $(83,000,000). During the years ended September 30, 2000, 2001
and 2002 CEL-SCI suffered losses of $(8,478,397), $(10,733,679) and $(8,342,244)
respectively. CEL-SCI has relied principally upon the proceeds of public and
private sales of securities to finance its activities to date. All of CEL-SCI's
potential products are in the early stages of development, and any commercial
sale of these products will be many years away. Accordingly, CEL-SCI expects to
incur substantial losses for the foreseeable future.



      There can be no assurance CEL-SCI will be profitable. At the present time,
CEL-SCI intends to use available funds to finance CEL-SCI's operations.
Accordingly, while payment of dividends rests within the discretion of the Board
of Directors, no common stock dividends have been declared or paid by CEL-SCI.
CEL-SCI does not presently intend to pay dividends on its common stock and there
can be no assurance that common stock dividends will ever be paid.

If Cost Estimates for Clinical Trials and Research Are Inaccurate, CEL-SCI Will
Require Additional Capital.

      CEL-SCI's estimates of the costs associated with future clinical trials
and research may be substantially lower than the actual costs of these
activities. If CEL-SCI's cost estimates are incorrect, CEL-SCI will need
additional funding for its research efforts.

If Cel-Sci cannot obtain additional capital, Cel-Sci may have to delay or
postpone development and research expenditures which may influence Cel-Sci's
ability to produce a timely and competitive product.

      Clinical and other studies necessary to obtain approval of a new drug can
be time consuming and costly, especially in the United States, but also in
foreign countries. The different steps necessary to obtain regulatory approval,
especially that of the Food and Drug Administration, involve significant costs
and may require several years to complete. CEL-SCI expects that it will need
additional financing over an extended period of time in order to fund the costs
of future clinical trials, related research, and general and administrative
expenses.

Any failure to obtain or any delay in obtaining required regulatory approvals
may adversely affect the ability of CEL-SCI or potential licensees to
successfully market any products they may develop.

      Therapeutic agents, drugs and diagnostic products are subject to approval,
prior to general marketing, by the FDA in the United States and by comparable
agencies in most foreign countries. The process of obtaining FDA and
corresponding foreign approvals is costly and time consuming, particularly for
pharmaceutical products such as those which might ultimately be developed by
CEL-SCI, VTI or its licensees, and there can be no assurance that such approvals
will be granted. Also, the extent of adverse government regulations which might
arise from future legislative or administrative action cannot be predicted.

CEL-SCI has, at the present time, only one source of multikine and if this
source could not, for any reason, supply CEL-SCI with Multikine, CEL-SCI
estimates that it would take approximately six to ten months to obtain supplies
of Multikine under an alternative manufacturing arrangement, in which case
CEL-SCI may have to delay its research and development activities.

      CEL-SCI has an agreement with an unrelated corporation for the production,
until 2006, of Multikine. CEL-SCI does not know what cost it would incur to
obtain an alternative source of supply.




CEL-SCI may not be able to achieve or maintain a competitive position and other
technological developments may result in CEL-SCI's proprietary technologies
becoming uneconomical or obsolete.

      The biomedical field in which CEL-SCI is involved is undergoing rapid and
significant technological change. The successful development of therapeutic
agents from CEL-SCI's compounds, compositions and processes through
CEL-SCI-financed research or as a result of possible licensing arrangements with
pharmaceutical or other companies, will depend on its ability to be in the
technological forefront of this field.

      Many pharmaceutical and biotechnology companies are developing products
for the prevention or treatment of cancer and infectious diseases. Many of these
companies have substantial financial, research and development, and marketing
resources and are capable of providing significant long-term competition either
by establishing in-house research groups or by forming collaborative ventures
with other entities. In addition, both smaller companies and non-profit
institutions are active in research relating to cancer and infectious diseases
and are expected to become more active in the future.

CEL-SCI's Patents Might Not Protect CEL-SCI's Technology from competitors, in
which case CEL-SCI may not have any advantage over competitors in selling any
products which it may develop.

      Certain aspects of CEL-SCI's technologies are covered by U.S. and foreign
patents. In addition, CEL-SCI has a number of patent applications pending. There
is no assurance that the applications still pending or which may be filed in the
future will result in the issuance of any patents. Furthermore, there is no
assurance as to the breadth and degree of protection any issued patents might
afford CEL-SCI. Disputes may arise between CEL-SCI and others as to the scope
and validity of these or other patents. Any defense of the patents could prove
costly and time consuming and there can be no assurance that CEL-SCI will be in
a position, or will deem it advisable, to carry on such a defense. Other private
and public concerns, including universities, may have filed applications for, or
may have been issued, patents and are expected to obtain additional patents and
other proprietary rights to technology potentially useful or necessary to
CEL-SCI. The scope and validity of such patents, if any, the extent to which
CEL-SCI may wish or need to acquire the rights to such patents, and the cost and
availability of such rights are presently unknown. Also, as far as CEL-SCI
relies upon unpatented proprietary technology, there is no assurance that others
may not acquire or independently develop the same or similar technology.
CEL-SCI's first MULTIKINE patent expired in 2000. Since CEL-SCI does not know if
it will ever be able to sell MULTIKINE on a commercial basis, CEL-SCI cannot
predict what effect the expiration of this patent will have on CEL-SCI.
Notwithstanding the above, CEL-SCI believes that trade secrets and later issued
patents will protect the technology associated with MULTIKINE.

Although CEL-SCI has product liability insurance for Multikine, the successful
prosecution of a product liability case against CEL-SCI could have a materially
adverse effect upon its business if the amount of any judgment exceeds CEL-SCI's
insurance coverage.




CEL-SCI is dependent for its success on the continued availability of its
executive officers and the loss of management and scientific personnel could
adversely affect CEL-SCI.

      The loss of the services of any of CEL-SCI's executive officers could have
an adverse effect on CEL-SCI's business. CEL-SCI does not carry key man life
insurance on any of its officers. CEL-SCI's future success will also depend upon
its ability to attract and retain qualified scientific personnel. There can be
no assurance that CEL-SCI will be able to hire and retain such necessary
personnel.

RISKS RELATED TO THIS OFFERING

Since the Market Price for CEL-SCI's Common Stock is Volatile, Investors in This
Offering May Not Be Able to Sell Any of CEL-SCI's Shares at a Profit.

      The market price of CEL-SCI's common stock, as well as the securities of
other biopharmaceutical and biotechnology companies, have historically been
highly volatile, and the market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. Factors such as fluctuations in CEL-SCI's operating
results, announcements of technological innovations or new therapeutic products
by CEL-SCI or its competitors, governmental regulation, developments in patent
or other proprietary rights, public concern as to the safety of products
developed by CEL-SCI or other biotechnology and pharmaceutical companies, and
general market conditions may have a significant effect on the market price of
CEL-SCI's common stock.

      Shares issuable upon the exercise of options and warrants, the conversion
of promissory notes or in connection with CEL-SCI's equity line of credit may
substantially increase the number of shares available for sale in the public
market and may depress the price of CEL-SCI's common stock.

Options

      CEL-SCI has issued options to its officers, directors, employees and
consultants which allow the holders to acquire additional shares of CEL-SCI's
common stock. In some cases CEL-SCI has agreed that, at its expense, it will
make appropriate filings with the Securities and Exchange Commission so that the
securities issuable upon the exercise of the options will be available for
public sale. Such filings could result in substantial expense to CEL-SCI and
could hinder future financings by CEL-SCI.

      Until the options expire, the holders will have an opportunity to profit
from any increase in the market price of CEL-SCI's common stock without assuming
the risks of ownership. Holders of the options may exercise them at a time when
CEL-SCI could obtain additional capital on terms more favorable than those
provided by the options. The exercise of the options will dilute the voting
interest of the owners of presently outstanding shares of CEL-SCI's common stock
and may adversely affect the ability of CEL-SCI to obtain additional capital in



the future. The sale of the shares of common stock issuable upon the exercise of
the options could adversely affect the market price of CEL-SCI's stock.

Series E, F, G and I Warrants

      In August 2001 three private investors exchanged their warrants for
CEL-SCI's Series E warrants. The Series E warrants collectively allow the
holders to purchase up to 815,351 shares of CEL-SCI's common stock at a price of
$1.19 per share at any time prior to August 16, 2004.

       In December 2001 and January 2002, CEL-SCI sold Series F convertible
notes, plus Series F warrants, to a group of private investors for $1,600,000.
As of December 31, 2002 all of the Series F notes had been converted into
6,592,461 shares of CEL-SCI's common stock. The Series F warrants collectively
allow the holders to purchase up to 420,000 shares of CEL-SCI's common stock at
a price of $0.153 per share at any time prior to December 31, 2008.

       In July and September 2002 CEL-SCI sold Series G convertible notes, plus
Series G warrants, to a group of private investors for $1,300,000. As of June
20, 2003 all of the Series G notes had been converted into 8,385,728 shares of
CEL-SCI's common stock. The Series G warrants collectively allow the holders to
purchase up to 450,000 shares of CEL-SCI's common stock at a price of $0.145 per
share at any time prior to July 12, 2009.

       In May 2003 CEL-SCI sold shares of its common stock plus Series I
warrants to a private investor. The Series I warrants allow the holder to
purchase 1,100,000 shares of CEL-SCI's common stock at a price of $0.47 per
share at any time prior to May 30, 2006.

       The exercise price of the Series F and G warrants, and the number of
shares issuable upon the exercise of the Series F and G warrants, are subject to
adjustment under those conditions explained in the section of the prospectus
entitled "Description of Securities".

      The sale of common stock issued or issuable upon the exercise of the
warrants described above, or the perception that such sales may occur, could
adversely affect the market price of CEL-SCI's common stock.

Series H Convertible Notes and Series H Warrants

      In January 2003 CEL-SCI sold Series H convertible notes, plus Series H
warrants to a group of private investors for $600,000. At the holder's option
the notes are convertible into shares of CEL-SCI's common stock equal in number
to the amount determined by dividing each $1,000 of note principal to be
converted by the Conversion Price. If the closing price of CEL-SCI's common
stock is less than $0.50 on any conversion date, the Conversion Price will be
76% of the average of the three lowest daily trading prices of CEL-SCI's common
stock on the American Stock Exchange during the 15 trading days immediately
prior to the conversion date. If the closing price of CEL-SCI's common stock is
$0.50 or greater on any conversion date, the Conversion Price will be 70% of the
average of the three lowest daily trading prices of CEL-SCI's common stock on
the American Stock Exchange during the 15 trading days immediately prior to the



conversion date. As of June 20, 2003 Series H notes in the principal amount of
$300,000 had been converted into 1,138,134 shares of CEL-SCI's common stock.

       The Series H warrants collectively allow the holders to purchase up to
1,100,000 shares of CEL-SCI's common stock at a price of $0.25 per share at any
time prior to January 7, 2010.

       The Conversion Price, the warrant exercise price, and the number of
shares issuable upon the exercise of the warrants are subject to adjustment
under those conditions explained in the section of the prospectus entitled
"Description of Securities".

       On July 2, 2003 the holders of the Series H notes have agreed to purchase
an additional $750,000 of notes from CEL-SCI. The additional $750,000 will have
the same terms as the Series H notes sold in January 2003.

       The sale of common stock upon the conversion of the Series H notes or the
exercise of the Series H warrants, or the perception that such sales could
occur, could adversely affect the market price of CEL-SCI's common stock.

                             COMPARATIVE SHARE DATA

                                                  Number of            Note
                                                    Shares           Reference

   Shares outstanding as of June 20, 2003        58,434,789

   Shares to be sold in this Offering:

      Shares issuable upon conversion of          2,234,000             A
      Series H notes

      Shares issuable upon exercise of            1,100,000             A
      Series H warrants

      The number of shares outstanding as of June 20, 2003 excludes shares which
may be issued in connection with the exercise of other options, warrants, or
convertible securities previously issued by CEL-SCI. See table below.

Other Shares Which May Be Issued:

                                                  Number of           Note
                                                    Shares          Reference


   Shares issuable upon exercise of Series
   E, F, and G warrants                           1,685,351            B
   warrants



   Shares issuable upon exercise of Series
   I warrants                                     1,100,000            B

   Shares issuable upon exercise of equity
   line warrants                                    200,800            C

   Shares issuable upon exercise of options         200,000            D
   granted to investor relations consultants

   Shares issuable upon exercise of options      10,698,640            E
   and warrants granted to CEL-SCI's officers,
   directors, employees, consultants, and
   third parties

A. In January 2003, CEL-SCI sold Series H convertible notes, plus Series H
warrants, to a group of private investors for $600,000. At the holder's option
the notes are convertible into shares of CEL-SCI's common stock equal in number
to the amount determined by dividing each $1,000 of note principal to be
converted by the Conversion Price. If the closing price of CEL-SCI's common
stock is less than $0.50 on any conversion date, the Conversion Price will be
76% of the average of the three lowest daily trading prices of CEL-SCI's common
stock on the American Stock Exchange during the 15 trading days immediately
prior to the conversion date. If the closing price of CEL-SCI's common stock is
$0.50 or greater on any conversion date, the Conversion Price will be 70% of the
average of the three lowest daily trading prices of CEL-SCI's common stock on
the American Stock Exchange during the 15 trading days immediately prior to the
conversion date. The Conversion Price may not be less than $0.16. However, if
CEL-SCI's common stock trades for less than $0.21 per share for a period of 20
consecutive trading days, the $0.16 minimum price will no longer be applicable.

       The holders of the Series H notes have agreed to purchase an additional
$750,000 of notes from CEL-SCI on July 2, 2003. The additional $750,000 of
convertible notes will have the same terms as the Series H notes sold in January
2003.

      The Series H warrants allow the holders to initially purchase up to
1,100,000 shares of CEL-SCI's common stock at a price of $0.25 per share at any
time prior to January 7, 2010.

      The Conversion Price, the warrant exercise price, and the number of shares
issuable upon the exercise of the warrants are subject to adjustment under those
conditions explained in the section of the prospectus entitled "Description of
Securities".

       As of June 20, 2003 Series H notes in the principal amount of $300,000
had been converted into 1,138,134 shares of CEL-SCI's common stock. The actual
number of additional shares issuable upon the conversion of the Series H notes
will vary depending upon a number of factors, including the price of CEL-SCI's
common stock at certain dates. Accordingly, the number of shares which may be
issued upon the conversion of the Series H notes cannot be determined at this
time. However, based upon the market price of CEL-SCI's common stock on June 20,
2003, CEL-SCI would be required to issue approximately 2,234,000 shares of
common stock if all of the notes, including the additional notes in the
principal amount of $750,000, were converted on June 20, 2003.



       As of the date of this prospectus none of the Series H warrants had been
exercised.

B. In August 2001 three private investors exchanged their warrants for CEL-SCI's
Series E warrants. The Series E warrants collectively allow the holders to
purchase up to 815,351 additional shares of CEL-SCI's common stock at a price of
$1.19 per share at any time prior to August 16, 2004.

       In December 2001 and January 2002, CEL-SCI sold Series F convertible
notes, plus Series F warrants, to a group of private investors for $1,600,000.
As of December 31, 2002 all of the Series F notes had been converted into
6,592,461 shares of CEL-SCI's common stock. The Series F warrants presently
allow the holders to purchase up to 420,000 shares of CEL-SCI's common stock at
a price of $0.153 per share at any time prior to December 31, 2008.

       In July and September 2002, CEL-SCI sold Series G convertible notes, plus
Series G warrants, to a group of private investors for $1,300,000. As of June
16, 2003 all of the Series G notes had been converted into 8,385,728 shares of
CEL-SCI's common stock. The Series G warrants allow the holders to purchase up
to 450,000 shares of CEL-SCI's common stock at a price of $0.145 per share at
any time prior to July 12, 2009.

      In May 2003 CEL-SCI sold shares of its common stock plus Series I warrants
to a private investor. The Series I warrants allow the holder to purchase
1,100,000 shares of CEL-SCI's common stock at a price of $0.47 per share at any
time prior to May 30, 2006.

      The warrant exercise price, and the number of shares issuable upon the
exercise of the Series F and Series G warrants are subject to adjustment under
those conditions explained in the section of the prospectus entitled
"Description of Securities".

C. In order to provide a source of funding, CEL-SCI entered into an equity line
of credit agreement with Paul Revere Capital Partners. During the term the
equity line of credit, which expired in June 2003, CEL-SCI received net proceeds
of $2,074,692 from the sale of 5,430,960 shares of common stock pursuant to the
terms of the equity line. As consideration for extending the equity line of
credit, CEL-SCI granted Paul Revere Capital Partners warrants to purchase
200,800 shares of common stock at a price of $1.64 per share at any time prior
to April 11, 2004.

D. CEL-SCI has granted options for the purchase of 200,000 shares of common
stock to certain investor relations consultants in consideration for services
provided to CEL-SCI. The options are exercisable at prices ranging between $1.63
and $2.50 per share and expire between June 2003 and June 2006.

E. The options are exercisable at prices ranging from $0.16 to $11.00 per share.
CEL-SCI may also grant options to purchase additional shares under its Incentive
Stock Option and Non-Qualified Stock Option Plans.



      The shares referred to in Notes B through E are being, or will be, offered
for sale by means of separate registration statements which have been filed with
the Securities and Exchange Commission.

      As of March 31, 2003 CEL-SCI had a net tangible book value of
approximately $0.02 per share. It is not expected that CEL-SCI's net tangible
book value will increase by more than $0.02 per share even if all Series H notes
are converted into shares of CEL-SCI's common stock. Investors in this offering
will suffer dilution to the extent that the price paid for CEL-SCI's shares sold
by means of this prospectus exceed CEL-SCI's net tangible per share book value.

                        MARKET FOR CEL-SCI'S COMMON STOCK

      As of June 20, 2003 there were approximately 2,460 record holders of
CEL-SCI's common stock. CEL-SCI's common stock is traded on the American Stock
Exchange. Set forth below are the range of high and low quotations for CEL-SCI's
common stock for the periods indicated as reported on the American Stock
Exchange. The market quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commissions and may not necessarily represent actual
transactions.

      Quarter Ending           High             Low

        12/31/00              $2.54             $1.00
         3/31/01              $3.30             $1.30
         6/30/01              $1.85             $1.16
         9/30/01              $1.94             $1.02

        12/31/01              $1.80             $0.72
         3/31/02              $1.28             $0.52
         6/30/02              $0.56             $0.27
         9/30/02              $0.52             $0.16

        12/31/02              $0.29             $0.19
         3/31/03              $0.27             $0.15

      Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefore and,
in the event of liquidation, to share pro rata in any distribution of CEL-SCI's
assets after payment of liabilities. The Board of Directors is not obligated to
declare a dividend. CEL-SCI has not paid any dividends on its common stock and
CEL-SCI does not have any current plans to pay any common stock dividends.

      The provisions in CEL-SCI's Articles of Incorporation relating to
CEL-SCI's Preferred Stock would allow CEL-SCI's directors to issue Preferred
Stock with rights to multiple votes per share and dividend rights which would
have priority over any dividends paid with respect to CEL-SCI's Common Stock.
The issuance of Preferred Stock with such rights may make more difficult the
removal of management even if such removal would be considered beneficial to



shareholders generally, and will have the effect of limiting shareholder
participation in certain transactions such as mergers or tender offers if such
transactions are not favored by incumbent management.

      The market price of CEL-SCI's common stock, as well as the securities of
other biopharmaceutical and biotechnology companies, have historically been
highly volatile, and the market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. Factors such as fluctuations in CEL-SCI's operating
results, announcements of technological innovations or new therapeutic products
by CEL-SCI or its competitors, governmental regulation, developments in patent
or other proprietary rights, public concern as to the safety of products
developed by CEL-SCI or other biotechnology and pharmaceutical companies, and
general market conditions may have a significant effect on the market price of
CEL-SCI's Common Stock.

MANAGEMENTS  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATION

      The following selected financial data should be read in conjunction with
the more detailed financial statements, related notes and other financial
information included herein. Certain amounts reported in previous years have
been reclassified to conform to the classifications being used as of and for the
year ended September 30, 2002 and the six months ended March 31, 2003.


                                                                                       

                                                       For the Years Ended September 30,
                                 -------------------------------------------------------------------------
                                 2002             2001             2000             1999              1998
                                 ----             ----             ----             ----              ----

Grant Revenue and Other:       $384,939         $293,871         $ 40,540          $66,687          $ 64,573
                               --------         --------         --------          -------           -------

Operating Expenses:
  Research and Development    4,699,909        7,762,213        5,186,065        4,662,226         3,833,854
  Depreciation and
    Amortization                226,514          209,121          220,994          268,210           295,331
  General and
    Administrative            1,754,332        3,432,437        3,513,889        3,029,807         3,106,492
Interest Income                 (85,322)        (376,221)        (402,011)        (402,831)         (728,421)
Interest Expense              2,131,750               --               --               --                --
                              ---------        ---------        ---------        ---------         ---------
Net Loss                    $(8,342,244)    $(10,733,679)     $(8,478,397)     $(7,490,725)      $(6,442,683)
Net loss attributable to
    common stock holders    $(9,989,988)    $(11,104,251)     $(8,478,397)     $(7,490,725)      $(6,442,683)
                            ===========     ==============    ===========      ===========       ===========
Net loss per common share
   (basic and diluted)      $     (0.35)    $      (0.51)     $     (0.44)     $     (0.52)      $     (0.74)
                            ===========     ============      ===========      ===========       ===========
Weighted average common
   shares outstanding        28,746,341       21,824,273       19,259,190       14,484,352        11,379,437




                                                Six Months Ended March 31,
                                                  2003             2002
                                                  ----             ----

Grant Revenue and Other:                        $135,642          $221,651
                                                --------          --------

Operating Expenses:
  Research and Development                       935,988         3,371,336
  Depreciation and Amortization                   95,933           112,858
  General and Administrative                   1,180,859           817,264
Interest Income                                  (28,950)          (47,643)



Interest Expense                                 666,858           826,368
                                              ----------         ---------
Net Loss                                     $(2,715,046)       (4,858,532)

Net loss attributable to common stockholders $(2,787,268)      $(6,010,436)
                                             ===========       ===========
Net loss per common share (basic and diluted)$     (0.06)      $     (0.25)
                                             ===========       ===========
Weighted average common shares outstanding    44,852,866        29,975,508
                                             ===========       ===========

Balance Sheet Data:
                                                    September 30,

                                                                       

                                 2002          2001         2000        1999         1998
                                 ----          ----         ----        ----         ----

Working Capital               $690,804     $2,801,299  $11,725,940  $6,152,715   $12,926,014
Total Assets                 3,771,258      4,508,920   13,808,882   7,559,772    14,431,813
Convertible Debt (included
   in total liabilities)       639,288             --           --          --            --
Total Liabilities            2,709,087        507,727      847,423     461,586       456,529
Stockholders' Equity         1,062,171      4,001,193   12,961,459   7,098,186    13,975,284






                                         March 31, 2003

Working Capital                           $   291,750
Total Assets                                2,900,054
Convertible Debt (included in
 total liabilities)                           281,490
Total Liabilities                           2,126,064
Stockholders' Equity                          773,990

No dividends have been declared on CEL-SCI's common stock.

      CEL-SCI's net losses for each fiscal quarter during the two years ended
September 30, 2002 and the six months ended March 31, 2003.

                                                Net Loss
      Quarter                  Net Loss         per Share

      12-31-00              $(2,543,489)          $(0.12)
      03-31-01              $(3,633,943)          $(0.18)
      06-30-01              $(2,045,155)          $(0.09)
      09-30-01              $(2,511,092)          $(0.12)
      12-31-01              $(2,920,620)          $(0.16)
      03-31-02               $(1,937,912)         $(0.10)
      06-30-02               $(2,111,479)         $(0.08)
      09-30-02               $(1,372,233)         $(0.05)
      12-31-02              $(1,682,865)          $(0.04)
      03-31-03              $(1,032,181)          $(0.02)





Results of Operations

Fiscal 2002

      Grant revenue and other is primarily grant money received in payment of
some research and development expenses. Research and development expenses in
fiscal year 2002 declined significantly because CEL-SCI completed its current
production of MULTIKINE(TM) during the first quarter. This supply will be used
in future clinical trials. During the fiscal year, CEL-SCI instituted a cost
reduction program and reduced its workforce significantly. Hence, both research
and development costs and general and administrative costs declined from the
previous fiscal years. General and administrative expenses also declined due to
the reversal of compensation charges of $593,472 resulting from a decline in the
intrinsic value of options re-priced to employees. Interest income during the
year ended September 30, 2002 reflects interest accrued and received on
certificates of deposit. Because CEL-SCI issued Series F and Series G
convertible notes during fiscal year 2002, there is a significant charge to
interest expense during the year for the expensing of the discount on the notes
and the deferred financing costs incurred for the issuance of these notes. This
discount relates primarily to the value of the warrants received in the offering
and the value of the beneficial conversion feature of the notes.

Fiscal 2001

      Research and development expenses in fiscal year 2001 are substantially
higher than the prior period due to costs involved in manufacturing substantial
quantities of MULTIKINE for use in future clinical trials and costs involved in
validating the manufacturing process. General and Administrative expenses
increased slightly due to compensation charges of $593,472 for options to
employees that were repriced and compensation charges of $316,500 for options
and common stock granted to persons other than employees for services rendered
to CEL-SCI during fiscal year 2001. These increases were offset by a decrease of
$288,000 for compensation charges related to the common stock bonus granted to
an officer. Interest income during the year ended September 30, 2001 reflects
interest accrued and received on investments.

Fiscal 2000

      Research and development expense in fiscal year 2000 is higher than in
fiscal year 1999 because CEL-SCI is running more and larger clinical trials.
General and administrative expenses increased due to the lawsuit brought by
former directors which was settled in May of 2000. Interest income during the
year ended September 30, 2000 reflects interest received and accrued on
investments.

Three and Six Months Ended March 31, 2003

      Grant revenues and other was lower during the three and six months ended
March 31, 2003 due to the winding down of the project for which CEL-SCI receives
grant money. Research and development expenses declined because CEL-SCI
completed its current production of MULTIKINE(TM) during fiscal year 2002.
General and administrative expenses were higher during the three and six months
ended March 31, 2002 since there was a reversal of a 2001 fiscal year charge of



$593,472 resulting from a decline in the intrinsic value of the options repriced
to employees. Of this total, $386,904 of expense was reversed during the
three-month period ended March 31, 2002. Interest income during the three and
six months ended March 31, 2003 was less than it was during the same period in
fiscal year 2002 as a result of CEL-SCI's smaller cash position and lower
interest rates on interest bearing accounts. During the six months ended March
31, 2003 and 2002, interest expense was $666,858 and $826,368, respectively.
During the three months ended March 31, 2003 and 2002 interest expense was
$170,920 and $788,868, respectively. Interest expense for all periods presented
is primarily a non-cash item incurred to account for amortization of the
discounts and deferred financing costs related to the issuance of the
convertible notes and for interest expense on the note payable to Cambrex.

Liquidity and Capital Resources

      CEL-SCI has had only limited revenues from operations since its inception
in March l983. CEL-SCI has relied upon proceeds realized from the public and
private sale of its common and preferred stock to meet its funding requirements.
Funds raised by CEL-SCI have been expended primarily in connection with the
acquisition of an exclusive worldwide license to certain patented and unpatented
proprietary technology and know-how relating to the human immunological defense
system, patent applications, the repayment of debt, the continuation of
Company-sponsored research and development, administrative costs and
construction of laboratory facilities. Inasmuch as CEL-SCI does not anticipate
realizing revenues until such time as it enters into licensing arrangements
regarding the technology and know-how licensed to it (which could take a number
of years), CEL-SCI is mostly dependent upon the proceeds from the sale of its
securities to meet all of its liquidity and capital resource requirements.

      In fiscal year 2002, CEL-SCI reduced its discretionary expenditures. If
necessary, CEL-SCI plans to further reduce discretionary expenditures in fiscal
2003; however such reductions would further delay the development of CEL-SCI's
products.

      In May 2003, CEL-SCI entered into an agreement with Eastern Biotech which
provided Eastern Biotech with the following (i) the exclusive right to
distribute MULTIKINE and CEL-1000 in Greece, Serbia and Croatia, (ii) a royalty
equal to 1% of CEL-SCI's net sales of MULTIKINE and CEL-1000 prior to May 30,
2033, (iii) 1,100,000 shares of CEL-SCI's common stock and, (iv) warrants which
allow Eastern Biotech to purchase an additional 1,100,000 shares of CEL-SCI's
common stock at a price of $0.47 per share at any time prior to May 30, 2006. In
consideration for the above Eastern Biotech paid CEL-SCI $500,000. Eastern
Biotech will loose its exclusive right to distribute CEL-SCI's products unless
Eastern Biotech has enrolled at least 20 patients in a controlled, mutually
designed head and neck cancer clinical trial by June 1, 2004.

      During fiscal year 2003, CEL-SCI expects that it will spend significantly
less on research, development, and clinical trials, mainly due to the completion
of CEL-SCI's manufacturing validation program. CEL-SCI plans to use its existing
financial resources, the proceeds from the sale of its common stock under the
equity line of credit agreement with Paul Revere Capital Partners, and the
proceeds from the issuance of convertible debt to fund its capital requirements
during this period.



      Other than funding operating losses, funding its research and development
program, and paying its liabilities, CEL-SCI does not have any material capital
commitments. However, material future obligations as of June 20, 2003, and
giving effect to the additional $750,000 of notes which will be sold on July 2,
2003, are as follows:

Contractual Obligations:                         Years  Ending September 30,
                                            ----------------------------------
                            Total            2003          2004          2005
                            -----            ----          ----          ----

Notes Payable             $ 698,642      $       --     $ 698,642    $       --
Convertible Debt          1,050,000              --            --     1,050,000
Leases                       82,117          27,724        57,393            --
Interest and Dividends       68,602          68,602            --            --
                          ---------      ----------     ---------    ----------
                         $1,899,361      $   93,326     $ 756,035    $1,050,000
                         ==========      ==========     =========    ==========

      It should be noted that substantial additional funds will be needed for
more extensive clinical trials which will be necessary before CEL-SCI will be
able to apply to the FDA for approval to sell any products which may be
developed on a commercial basis throughout the United States. In the absence of
revenues, CEL-SCI will be required to raise additional funds through the sale of
securities, debt financing or other arrangements in order to continue with its
research efforts. However, there can be no assurance that such financing will be
available or be available on favorable terms. It is the opinion of management
that sufficient funds will be available from external financing and additional
capital and/or expenditure reduction in order to meet CEL-SCI's liabilities and
commitments as they come due during fiscal year 2003. Ultimately, CEL-SCI must
complete the development of its products, obtain appropriate regulatory
approvals and obtain sufficient revenues to support its cost structure.

      CEL-SCI's cash flow and earnings are subject to fluctuations due to
changes in interest rates on its certificates of deposit, and, to an immaterial
extent, foreign currency exchange rates.

Cambrex Bio Science Promissory Note

      In November 2001 CEL-SCI gave a promissory note to Cambrex Bio Sciences,
Inc., the owner of the manufacturing facility used by CEL-SCI to produce
MULTIKINE for CEL-SCI's clinical trials. The promissory note was in the
principal amount of $1,172,517 and represented the cost of CEL-SCI's use of the
Cambrex manufacturing facility for the three months ended January 10, 2002. The
amount due Cambrex bears interest at the prime interest rate, plus 3%, which is
adjusted monthly. In December 2001, the note was amended to extend the due date
to January 2, 2003. In December 2002, CEL-SCI negotiated an agreement to extend
the note which is due in full, including accrued interest, on January 2, 2004.
Pursuant to the agreement, CEL-SCI surrendered a cash deposit and transferred
title to certain equipment to Cambrex, which reduced the amount due by $225,000.
The amount due Cambrex at December 31, 2002, excluding accrued interest, was
$947,517. Until the note is paid in full, CEL-SCI has agreed to pay Cambrex
$150,000 from its next financing, plus 10% of all other amounts received by
CEL-SCI, net of financing costs, from any future financings, including amounts
received by CEL-SCI from its equity line of credit. As of June 20, 2003 CEL-SCI
had made $473,874 in principal payments on the note. Cambrex, at its option, may



convert all or part of the amount due Cambrex into shares of CEL-SCI's common
stock. The number of shares to be issued to Cambrex upon any conversion of the
note will be determined by dividing that portion of the note to be converted by
the Conversion Price. The "Conversion Price" is an amount equal to 90% of the
average of the closing prices of CEL-SCI's common stock for the three trading
days immediately prior to the conversion date. However, the Conversion Price may
not be less than $0.22. As of June 20, 2003 Cambrex had not converted any part
of the note into shares of CEL-SCI's common stock.

Convertible Notes

      In December 2001 and January 2002, CEL-SCI sold Series F convertible
notes, plus Series F warrants, to a group of private investors for $1,600,000.
As of November 30, 2002 the Series F notes had been converted into 6,592,461
shares of CEL-SCI's common stock.

      In July and September 2002, CEL-SCI sold Series G convertible notes, plus
Series G warrants, to a group of private investors for $1,300,000. As of June
20, 2003 all of the Series G notes had been converted into 8,385,728 shares of
CEL-SCI's common stock.

      On January 7, 2003, CEL-SCI sold Series H convertible notes, plus Series H
warrants, to a group of private investors for $600,000. The notes bear interest
at 7% per year, are due and payable on January 7, 2005 and are secured by
substantially all of CEL-SCI's assets. Interest is payable quarterly with the
first interest payment due on April 1, 2003. If CEL-SCI fails to make any
interest payment when due, the notes will become immediately due and payable. As
of June 20, 2003 Series H notes in the principal amount of $300,000 had been
converted into 1,138,134 shares of CEL-SCI's common stock.

      See "Description of Securities" for further information regarding the
terms of these notes.

Critical Accounting Policies

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

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



the asset. The amount of the impairment loss would be the difference between the
estimated fair value of the asset and its carrying value.

      Stock Options - In October 1996, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation (SFAS No. 123). This statement encourages but does
not require companies to account for employee stock compensation awards based on
their estimated fair value at the grant date with the resulting cost charged to
operations. CEL-SCI has elected to continue to account for its employee
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related Interpretations. Options to non-employees are accounted
for in accordance with FASB's Emerging Issues Task Force (EITF) Issue 96-18
Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services. Accordingly,
compensation is recognized when goods or services are received and is measured
using the Black-Scholes valuation model. The Black-Scholes model requires
management to make assumptions regarding the fair value of the options at the
date of grant and the expected life of the options.

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

      Convertible Notes - Convertible notes were issued during the year. CEL-SCI
initially offset a portion of the notes with a discount representing the
relative fair value of the warrants and a beneficial conversion feature
discount. This discount is amortized to interest expense over the period the
notes are outstanding. The fair value of the warrants and the beneficial
conversion discount are calculated based on available market data using
appropriate valuation models. These valuations require that CEL-SCI make
assumptions and estimates regarding the convertible notes and warrants.
Management uses its judgment, as well as outside sources, to determine these
assumptions and estimates.

Quantitative and Qualitative Disclosure About Market Risks

      Market risk is the potential change in an instrument's value caused by,
for example, fluctuations in interest and currency exchange rates. CEL-SCI has
no derivative financial instruments or debt. Further, there is no exposure to
risks associated with foreign exchange rate changes because none of the
operations of CEL-SCI are transacted in a foreign currency. The interest rate
risk on investments is considered immaterial due to the dollar value of



investments as of September 30, 2002 and March 31, 2003. CEL-SCI has a note
payable with an interest rate at prime plus 3%. This represents a market risk if
the prime interest rate rises. However, based on the Federal Reserve Board's
actions, CEL-SCI believes that a large increase in the prime rate is unlikely in
the near future.

Recent Accounting Pronouncements

      In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets". SFAS No. 142 provides that intangible assets with
finite useful lives be amortized and that goodwill and intangible assets with
indefinite lives not be amortized but will rather be tested at least annually
for impairment. CEL-SCI adopted SFAS No. 142 on October 1, 2002. There was not a
material impact from the implementation of SFAS No. 142 on its consolidated
financial position, results of operations or cash flows.

     In June  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for  Asset
Retirement  Obligations".  SFAS  No.  143  addresses  financial  accounting  and
reporting for obligations  associated with the retirement of tangible long-lived
assets and the associated asset retirement  costs. SFAS No. 143 is effective for
fiscal years beginning after June 15, 2002. There was not a material impact from
the adoption of SFAS No. 143 on its consolidated financial position,  results of
operations, or cash flows.

      In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets. It
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets To Be Disposed Of", and the accounting and reporting
provisions of Accounting Principles Board Statement ("APB") 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions", for the disposal of a segment of a business. CEL-SCI adopted SFAS
No. 144 on October 1, 2002. The adoption of SFAS No. 144 did not have a material
effect on its consolidated financial position, results of operations or cash
flows.

      In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". SFAS No. 145 requires the classification of gains and losses from
extinguishments of debt as extraordinary items only if they meet certain
criteria for such classification in APB No. 30, "Reporting the Results of
Operations, Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual, and Infrequently Occurring Events and Transactions". Any
gain or loss on extinguishments of debt classified as an extraordinary item in
prior periods that does not meet the criteria must be reclassified to other
income or expense. These provisions are effective for fiscal years beginning
after May 15, 2002. Additionally, SFAS No. 145 requires sale-leaseback
accounting for certain lease modifications that have economic effects similar to
sale-leaseback transactions. These lease provisions are effective for
transactions occurring after May 15, 2002. The adoption of SFAS No. 145 did not



have a material effect on CEL-SCI's consolidated financial position, results of
operations or cash flows.

      In July 2002, the FASB issued SFAS No. 146 , "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS No. 146 replaces "Emerging
Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)". SFAS No. 146 requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity. SFAS
No. 146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The adoption of SFAS No. 146 did not have a material
effect on CEL-SCI's consolidated financial position, results of operations or
cash flows.

      In December 2002, the FASB issued Statement No. 148 (SFAS No. 148),
"Accounting for Stock-Based Compensation - Transition and Disclosure" which
amends Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation". SFAS 148 provides alternative methods of transition
for a voluntary change to the fair value based method of accounting for
stock-based employee compensation and requires more prominent and more frequent
disclosures in the financial statements of the effects of stock-based
compensation. The provisions of SFAS 148 are effective for fiscal years ending
after December 15, 2002 and the interim disclosure provisions are effective for
interim periods beginning after December 15, 2002. CEL-SCI has adopted SFAS No.
148 and has provided the required interim disclosures in Note D to its financial
statements for the three months ended March 31, 2003 which are included as part
of this prospectus.

      In April 2003, the FASB issued SFAS No. 149 "Amendment of SFAS No. 133 on
Derivative Instruments and Hedging Activities". The Statement amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
133. The amendments set forth in SFAS 149 improve financial reporting by
requiring that contracts with comparable characteristics be accounted similarly.
In particular, SFAS No. 149 clarifies under what circumstances a contract with
an initial net investment meets the characteristics of a derivative as discussed
in Statement 133. In addition, it clarifies when a derivative contains a
financing component that warrants special reporting in the statement of cash
flows. SFAS No. 149 amends certain other existing pronouncements. Those changes
will result in more consistent reporting of contracts that are derivatives in
their entirety or that contain embedded derivatives that warrant separate
accounting. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003 and for hedging relationships designated after June 30,
2003. CEL-SCI does not expect that the adoption of this pronouncement will have
a material effect on its financing position, results of operations or cash
flows.

      In May 2003, the FASB adopted SFAS No. 150 "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". This
Statement establishes standards for how an issuer classifies and measures



certain financial instruments with characteristics of both liabilities and
equity. This Statement is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. CEL-SCI does not expect that
the adoption of this pronouncement will have a material effect on its financial
position, results of operations or cash flows.

                                    BUSINESS

      CEL-SCI Corporation (the "Company") was formed as a Colorado corporation
in 1983. CEL-SCI is involved in the research and development of the drugs and
vaccines described below.

MULTIKINE

      CEL-SCI's first, and main, product, MULTIKINE(R), manufactured using
CEL-SCI's proprietary cell culture technologies, is a combination, or
"cocktail", of natural human interleukin-2 ("IL-2") and certain lymphokines and
cytokines. MULTIKINE is being tested to determine if it is effective in
improving the immune response of cancer patients.

      MULTIKINE has been tested in over 190 patients in clinical trials
conducted in the U.S., Canada, Europe and Israel. Most of these patients were
head and neck cancer patients, but some studies were also conducted in prostate
cancer patients, HIV-infected patients and HIV-infected women with Human
Papilloma Virus ("HPV")-induced cervical dysplasia, the precursor stage before
the development of cervical cancer. The safety profile was found to be very good
and CEL-SCI believes that the tumor response data suggests that further studies
are warranted. CEL-SCI is currently conducting one additional Phase II head and
neck cancer study and one study with HIV-infected women with HPV-induced
cervical dysplasia.

      The function of the immunological system is to protect the body against
infectious agents, including viruses, bacteria, parasites and malignant (cancer)
cells. An individual's ability to respond to infectious agents and to other
substances (antigens) recognized as foreign by the body's immune system is
critical to health and survival. When the immune response is adequate, infection
is usually combated effectively and recovery follows. Severe infection can occur
when the immune response is inadequate. Such immune deficiency can be present
from birth but, in adult life, it is frequently acquired as a result of intense
sickness or as a result of the administration of chemotherapeutic drugs and/or
radiation. It is also recognized that, as people reach middle age and
thereafter, the immune system grows weaker.

      Two classes of white blood cells, macrophages and lymphocytes, are
believed to be primarily responsible for immunity. Macrophages are large cells
whose principal immune activity is to digest and destroy infectious agents.
Lymphocytes are divided into two sub-classes. One sub-class of lymphocytes,
B-cells, produces antibodies in response to antigens. Antibodies have unique
combining sites (specificities) that recognize the shape of particular antigens
and bind with them. The combination of an antibody with an antigen sets in
motion a chain of events which may neutralize the effects of the foreign
substance. The other sub-class of lymphocytes, T-cells, regulates immune
responses. T-cells, for example, amplify or suppress antibody formation by
B-cells, and can also directly destroy "foreign" cells by activating "killer
cells."



      It is generally recognized that the interplay among T-cells, B-cells and
the macrophages determines the strength and breadth of the body's response to
infection. It is believed that the activities of T-cells, B-cells and
macrophages are controlled, to a large extent, by a specific group of hormones
called cytokines. Cytokines regulate and modify the various functions of both
T-cells and B-cells. There are many cytokines, each of which is thought to have
distinctive chemical and functional properties. IL-2 is but one of these
cytokines and it is on IL-2 and its synergy with other cytokines that CEL-SCI
has focused its attention. Scientific and medical investigation has established
that IL-2 enhances immune responses by causing activated T-cells to proliferate.
Without such proliferation no immune response can be mounted. Other cytokines
support T-cell and B-cell proliferation. However, IL-2 is the only known
cytokine which causes the proliferation of T-cells. IL-2 is also known to
activate B-cells in the absence of B-cell growth factors.

      Although IL-2 is one of the best characterized cytokines with anticancer
potential, CEL-SCI is of the opinion that to have optimum therapeutic value,
IL-2 should be administered not as a single substance but rather as a mixture of
IL-2 and certain cytokines, i.e. as a "cocktail". This approach, which was
pioneered by CEL-SCI, makes use of the synergism between these cytokines. It
should be noted, however, that neither the FDA nor any other agency has
determined that CEL-SCI's MULTIKINE product will be effective against any form
of cancer.

      It has been reported by researchers in the field of cytokine research that
IL-2 can increase the number of killer T-cells produced by the body, which
improves the body's capacity to selectively destroy specific tumor cells.
Research and human clinical trials sponsored by CEL-SCI have indicated a
correlation between administration of MULTIKINE to cancer patients and
immunological responses. On the basis of these experimental results, CEL-SCI
believes that MULTIKINE may have application for the treatment of solid tumors
in humans.

      In November 1990, the Florida Department of Health and Rehabilitative
Services ("DHRS") gave the physicians at a southern Florida medical institution
approval to start a clinical cancer trial in Florida using CEL-SCI's MULTIKINE
product. The focus of the trial was unresectable head and neck cancer.

      In 1991, four patients with regionally advanced squamous cell cancer of
the head and neck were treated with CEL-SCI's MULTIKINE product. The patients
had previously received radical surgery followed by x-ray therapy but developed
recurrent tumors at multiple sites in the neck and were diagnosed with terminal
cancer. The patients had low levels of lymphocytes and evidence of immune
deficiency (generally a characteristic of this type of cancer).

      Significant tumor reduction occurred in three of the four patients as a
result of the treatment with MULTIKINE. Negligible side effects were observed
and the patients were treated as outpatients. Notwithstanding the above, it
should be noted that these trials were only preliminary and were only conducted
on a small number of patients. It remains to be seen if MULTIKINE will be
effective in treating any form of cancer.



      These results caused CEL-SCI to embark on a major manufacturing program
for MULTIKINE with the goal of being able to produce a drug that would meet the
stringent regulatory requirements for advanced human studies. This program
included building a pilot scale manufacturing facility.

      Since that time, MULTIKINE has been well tolerated in clinical studies
involving approximately 190 patients. Clinical data were presented at the 5th
International Congress on Head and Neck Cancer in San Francisco in August, 2000.
The study enrolled advanced primary head and neck cancer patients who were
treated prior to surgery and/or radiation for 2 weeks. Dr. Dudkevitch from the
Department of Otolaryngology at the Rabin Medical Center, Israel, presented data
showing that, of the 12 patients treated, two patients had a complete tumor
response (100% tumor reduction) following the 2-week treatment with the
MULTIKINE regimen. He also noted that upon histopathological examination of the
tissue removed during surgery, no tumor residues were found in those patients.
Another 4 patients showed a partial (greater than 50%) tumor reduction and six
patients had tumor reductions of less than 50%. Two patients refused surgery
after treatment with MULTIKINE.

      In May 2001, CEL-SCI also started a Phase I clinical trial at the
University of Maryland Biotechnology Institute (UMBI). The focus of this study
is HIV-infected women with Human Papilloma Virus (HPV)-induced cervical
dysplasia, the precursor stage before the development of cervical cancer. The
goal of the study is to obtain safety and preliminary efficacy data on Multikine
as a treatment for pre-cancerous lesions of the cervix (dysplasia). Most
cervical dysplasia and cancer is due to infection with HPV. The rationale for
using MULTIKINE in the treatment of cervical dysplasia/cancer is that MULTIKINE
may safely boost the patients' immune systems to the point where their immune
systems can eliminate the virally-induced cancer. Cervical cancer is the second
leading cause of cancer death in women worldwide.

      The HIV-infected women with HPV-induced cervical dysplasia were chosen as
a study group because of the high morbidity and low success rate of current
surgical therapies. Since HIV infection results in immune suppression,
HPV-induced cervical dysplasia follows a more malignant and aggressive course of
disease in such women. Co-infection with HPV is common in HIV-positive women
(about 83%) and cervical cancer is considered an AIDS-defining illness.

      HPV infection is also a leading health problem in non HIV-infected
American college age women. A large concern among women who have HPV-induced
cervical dysplasia is that the repeated surgical procedures will lead to a
hysterectomy and the inability to bear children.

      Results from this ongoing Phase I clinical trial of MULTIKINE in cervical
dysplasia in HPV/HIV co-infected women indicated elimination or reduction of
dysplasia in seventy-one percent (71%) of the patients, excellent treatment
tolerance, and the confirmation of dysplasia elimination or reduction in
severity by histopathology.

      In November 2000, CEL-SCI concluded a development, supply and distribution
agreement with Orient Europharma of Taiwan. The agreement gives Orient
Europharma the exclusive marketing rights to Multikine for all cancer
indications in Taiwan, Singapore, Hong Kong and Malaysia. The agreement provides
for Orient Europharma to fund the clinical trials needed to obtain marketing



approvals in the four countries for head and neck cancer, naso-pharyngeal cancer
and potentially cervical cancer, which are very prevalent in Far East Asia. The
Company may use the clinical data generated in these trials to support
applications for marketing approvals for Multikine in other parts of the world.

      Under the agreement, CEL-SCI will manufacture Multikine and Orient
Europharma will purchase the product from CEL-SCI for distribution in the
territory. Both parties will share in the revenue from the sale of Multikine.

      Proof of efficacy for anti-cancer drugs is a lengthy and complex process.
At this early stage of clinical investigation, it remains to be proven that
MULTIKINE will be effective against any form of cancer. Even if some form of
MULTIKINE is found to be effective in the treatment of cancer, commercial use of
MULTIKINE may be several years away due to extensive safety and effectiveness
tests that would be necessary before required government approvals are obtained.
It should be noted that other companies and research teams are actively involved
in developing treatments and/or cures for cancer, and accordingly, there can be
no assurance that CEL-SCI's research efforts, even if successful from a medical
standpoint, can be completed before those of its competitors.

      CEL-SCI uses an unrelated corporation for certain aspects of the
production of MULTIKINE for research and testing purposes. The agreement with
this corporation expires in 2006.

T-CELL MODULATION PROCESS

      CEL-SCI's patented T-cell Modulation Process uses "heteroconjugates" to
direct the body to choose a specific immune response. The heteroconjugate
technology, referred to as L.E.A.P.S. (Ligand Epitope Antigen Presentation
System), is intended to selectively stimulate the human immune system to more
effectively fight bacterial, viral and parasitic infections and cancer, when it
cannot do so on its own. Administered like vaccines, L.E.A.P.S. combines T-cell
binding ligands with small, disease associated, peptide antigens and may provide
a new method to treat and prevent certain diseases.

      The ability to generate a specific immune response is important because
many diseases are often not combated effectively due to the body's selection of
the "inappropriate" immune response. The capability to specifically reprogram an
immune response may offer a more effective approach than existing vaccines and
drugs in attacking an underlying disease.

      CEL-SCI intends to use this technology to develop potential treatments
and/or vaccines against various diseases. Present target diseases are herpes
simplex, malaria, and myocarditis.

      CEL-SCI is involved in the following publicly announced studies which are
designed to determine the effectiveness of the L.E.A.P.S. technology in
preclinical studies:

      Cooperative Research and Development Agreement ("CRADA") with the Naval
Medical Research Institute of the U.S. Navy to jointly develop a potential
malaria vaccine using the L.E.A.P.S. technology. While at present the number of



malaria cases is not a major problem in the continental U.S., there are an
increasing number of cases involving Americans bringing the disease home from
overseas travels. Currently, there is no approved malaria vaccine anywhere in
the world.

      Development of a herpes simplex virus vaccine based on the L.E.A.P.S.
technology with funding from the National Institute of Allergy and Infectious
Diseases.

      Collaborative study for the treatment, and possible prevention, of
autoimmune myocarditis with researchers at the Department of Pathology, the
Johns Hopkins Medical Institutions, Baltimore, Maryland.

      An outgrowth of CEL-SCI's L.E.A.P.S. technology is a new compound called
CEL-1000. CEL-1000 has shown protection in animal testing against malaria,
herpes simplex and cancer in early studies.

      In the Spring of 2002, CEL-SCI, in conjunction with The Naval Medical
Research Center, announced that CEL-1000 provided 100% protection against
malaria infection in a mouse model. The same peptide also induced protective
effects in mouse models for herpes simplex virus and cancer. In the Fall of 2002
CEL-SCI announced that it had signed a Cooperative Research and Development
Agreement (CRADA) with the U.S. Navy for CEL-1000 in malaria. CEL-SCI also
announced an agreement with the Cincinnati Children's Hospital Medical Center
(CHMR) of the University of Cincinnati to evaluate CEL-1000 for protection
against herpes in the guinea pig vaginal challenge model.

      CEL-SCI received two grants in April 2003 and one grant in May 2003. The
first grant, totaling $1,100,000 and announced on April 4, 2003, was awarded by
the United States government to Northeastern Ohio Universities College of
Medicine and CEL-SCI. The grant is intended to support the development of
CEL-SCI's new compound, CEL-1000, as a possible treatment for viral
encephalitis, a potentially lethal inflammation of the brain. The grant was
awarded following a peer review process and will fund pre-clinical studies
leading up to toxicology studies. The grant is for a period of three years. The
second grant, announced on April 23, 2003, is a Phase I Small Business
Innovation Research (SBIR) grant from the National Heart, Lung and Blood
Institute (NHLBI), National Institutes of Health (NIH), in the amount of
$134,000 for the further development of a potential treatment for autoimmune
myocarditis, a heart disease. The work will be done in conjunction with
scientists at Johns Hopkins Medical Institutions in Baltimore, Maryland. The
third grant was announced on May 7, 2003. This grant for $162,000 is a Phase I
SBIR grant from the National Institutes of Allergy and Infectious Diseases, NIH
for the further development of CEL-1000 against Herpes Simplex.

RESEARCH AND DEVELOPMENT

      Since 1983, and through September 30, 2002, approximately $44,700,000 has
been expended on CEL-SCI-sponsored research and development, including
approximately $4,700,000, $7,762,000 and $5,186,000, respectively during the
years ended September 30, 2002, 2001 and 2000.



      The costs associated with the clinical trials relating to CEL-SCI's
technologies, research expenditures and CEL-SCI's administrative expenses have
been funded with the public and private sales of shares of CEL-SCI's common
stock, preferred stock and borrowings from third parties, including affiliates
of CEL-SCI.

      CEL-SCI has a Scientific Advisory Board ("SAB") comprised of scientists
distinguished in biomedical research in the field of cytokines and related
areas. From time to time, members of the SAB advise CEL-SCI on its research
activities. Institutions with which members of the SAB are affiliated have in
the past conducted and may in the future conduct Company-sponsored research. The
SAB has in the past and may in the future, at its discretion, invite other
scientists to opine in confidence on the merits of CEL-SCI-sponsored research.

      The members of CEL-SCI's SAB are:

     Michael J.  Mastrangelo,  M.D. - Professor of Medicine,  Jefferson  Medical
College, Philadelphia,  Pennsylvania; and Associate Clinical Director, Jefferson
Cancer Center, Philadelphia, Pennsylvania.

     Alan B. Morris,  Ph.D.  - Professor,  Department  of  Biological  Sciences,
University of Warwick, Coventry, U.K.

GOVERNMENT REGULATION

      The investigational agents and future products of CEL-SCI are regulated in
the United States under the Federal Food, Drug and Cosmetic Act, the Public
Health Service Act, and the laws of certain states. The Federal Food and Drug
Administration (FDA) exercises significant regulatory control over the clinical
investigation, manufacture and marketing of pharmaceutical and biological
products.

      Prior to the time a pharmaceutical product can be marketed in the United
States for therapeutic use, approval of the FDA must normally be obtained.
Preclinical testing programs on animals, followed by three phases of clinical
testing on humans, are typically required in order to establish product safety
and efficacy.

      The first stage of evaluation, preclinical testing, must be conducted in
animals. After lack of toxicity has been demonstrated, the test results are
submitted to the FDA along with a request for clearance to conduct clinical
testing, which includes the protocol that will be followed in the initial human
clinical evaluation. If the applicable regulatory authority does not object to
the proposed study, the investigator can proceed with Phase I trials. Phase I
trials consist of pharmacological studies on a relatively few number of humans
under rigidly controlled conditions in order to establish lack of toxicity and a
safe dosage range.

      After Phase I testing is completed, one or more Phase II trials are
conducted in a limited number of patients to test the product's ability to treat
or prevent a specific disease, and the results are analyzed for clinical
efficacy and safety. If the results appear to warrant confirmatory studies, the



data is submitted to the applicable regulatory authority along with the protocol
for a Phase III trial. Phase III trials consist of extensive studies in large
populations designed to assess the safety of the product and the most desirable
dosage in the treatment or prevention of a specific disease. The results of the
clinical trials for a new biological drug are submitted to the FDA as part of a
product license application ("PLA"), a New Drug Application ("NDA") or Biologics
License Application ("BLA"), depending on the type or derivation of the product
being studied.

      In addition to obtaining FDA approval for a product, a biologics
establishment license application ("ELA") may need to be filed in the case of
biological products derived from blood, or not considered to be sufficiently
well characterized, in order to obtain FDA approval of the testing and
manufacturing facilities in which the product is produced. To the extent all or
a portion of the manufacturing process for a product is handled by an entity
other than CEL-SCI, CEL-SCI must similarly receive FDA approval for the other
entity's participation in the manufacturing process. Domestic manufacturing
establishments are subject to inspections by the FDA and by other Federal, state
and local agencies and must comply with Good Manufacturing Practices ("GMP") as
appropriate for production. In complying with GMP regulations, manufacturers
must continue to expend time, money and effort in the area of production,
quality control and quality assurance to ensure full technical compliance.

      The process of drug development and regulatory approval requires
substantial resources and many years. Approval of drugs and biologicals by
regulatory authorities of most foreign countries must also be obtained prior to
initiation of clinical studies and marketing in those countries. The approval
process varies from country to country and the time period required in each
foreign country to obtain approval may be longer or shorter than that required
for regulatory approval in the United States.

      There are no assurances that clinical trials conducted under approvals
from foreign countries will be accepted by the FDA. Product licensure in a
foreign country does not mean that the product will be licensed by the FDA and
there are no assurances that CEL-SCI will receive any approval of the FDA or any
other governmental entity for the manufacturing and/or marketing of a product.
Consequently, the commencement of the marketing of any Company product is, in
all likelihood, many years away.

      There can be no assurance that CEL-SCI will be successful in obtaining
approvals from any regulatory authority to conduct further clinical trials or to
manufacture and sell its products. The lack of regulatory approval for CEL-SCI's
products will prevent CEL-SCI from generally marketing its products. Delays in
obtaining regulatory approval or the failure to obtain regulatory approval in
one or more countries may have a material adverse impact upon CEL-SCI's
operations.

COMPETITION AND MARKETING

      Many companies, nonprofit organizations and governmental institutions are
conducting research on cytokines. Competition in the development of therapeutic
agents incorporating cytokines is intense. Large, well-established
pharmaceutical companies are engaged in cytokine research and development and



have considerably greater resources than CEL-SCI has to develop products. The
establishment by these large companies of in-house research groups and of joint
research ventures with other entities is already occurring in these areas and
will probably become even more prevalent. In addition, licensing and other
collaborative arrangements between governmental and other nonprofit institutions
and commercial enterprises, as well as the seeking of patent protection of
inventions by nonprofit institutions and researchers, could result in strong
competition for CEL-SCI. Any new developments made by such organizations may
render CEL-SCI's licensed technology and know-how obsolete.

      Several biotechnology companies are producing IL-2-like compounds. CEL-SCI
believes, however, that it is the only producer of a patented IL-2 product using
a patented cell-culture technology with normal human cells. CEL-SCI foresees
that its principle competition will come from producers of
genetically-engineered IL-2-like products. However, it is CEL-SCI's belief,
based upon growing scientific evidence, that its natural IL-2 products have
advantages over the genetically engineered, IL-2-like products. Evidence
indicates that genetically engineered, IL-2-like products, which lack sugar
molecules and typically are not water soluble, may be recognized by the
immunological system as a foreign agent, leading to a measurable antibody
build-up and thereby possibly voiding their therapeutic value. Furthermore,
CEL-SCI's research has established that to have optimum therapeutic value IL-2
should be administered not as a single substance but rather as an IL-2-rich
mixture of certain cytokines and other proteins, i.e. as a "cocktail". If these
differences prove to be of importance, and if the therapeutic value of its
MULTIKINE product is conclusively established, CEL-SCI believes it will be able
to establish a strong competitive position in a future market.

      CEL-SCI has not established a definitive plan for marketing nor has it
established a price structure for CEL-SCI's saleable products. However, CEL-SCI
intends, if CEL-SCI is in a position to begin commercialization of its products,
to enter into written marketing agreements with various major pharmaceutical
firms with established sales forces. The sales forces in turn would probably
target CEL-SCI's products to cancer centers, physicians and clinics involved in
immunotherapy.

      CEL-SCI may encounter problems, delays and additional expenses in
developing marketing plans with outside firms. In addition, CEL-SCI may
experience other limitations involving the proposed sale of its products, such
as uncertainty of third-party reimbursement. There is no assurance that CEL-SCI
can successfully market any products which they may develop or market them at
competitive prices.

      Some of the clinical trials funded to date by CEL-SCI have not been
approved by the FDA, but rather have been conducted pursuant to approvals
obtained from certain states and foreign countries. Conducting clinical studies
in foreign countries is normal industry practice since these studies can often
be completed in less time and are less expensive than studies conducted in the
U.S. Conducting clinical studies in foreign countries is also beneficial since
CEL-SCI will need the approval from a foreign country prior to the time CEL-SCI
can market any of its drugs in the foreign country. However, since the results
of these clinical trials may not be accepted by the FDA, competitors conducting
clinical trials approved by the FDA may have an advantage in that the products
of such competitors are further advanced in the regulatory process than those of



CEL-SCI. CEL-SCI is conducting its trials in compliance with internationally
recognized standards. By following these standards, CEL-SCI anticipates
obtaining acceptance from world regulatory bodies, including the FDA.


PROPERTIES

      CEL-SCI leases office space at 8229 Boone Blvd., Suite 802, Vienna,
Virginia at a monthly rental of approximately $7,800. CEL-SCI believes this
arrangement is adequate for the conduct of its present business.

      CEL-SCI has a 17,900 square foot laboratory which is leased by CEL-SCI at
a cost of approximately $11,200 per month. The laboratory lease expires in 2004,
with extensions available until 2014.

                                   MANAGEMENT

Officers and Directors

      Name               Age    Position

Maximilian de Clara       73    Director and President
Geert R. Kersten, Esq.    43    Director, Chief Executive Officer and Treasurer
Patricia B. Prichep       50    Senior Vice President of Operations and
                                Secretary
Dr. Eyal Talor            46    Senior Vice President of Research and
                                Manufacturing
Dr. Daniel H. Zimmerman   60    Senior Vice President of Research, Cellular
                                Immunology
Alexander G. Esterhazy    57    Director
Dr. C. Richard Kinsolving 67    Director
Peter R. Young            57    Director

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

      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
Securities and Exchange Commission.

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

      Maximilian de Clara. Mr. 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. Mr. Kersten was Director of Corporate and Investment
Relations  for CEL-SCI  between  February  1987 and October  1987. In October of
1987, he was appointed  Vice  President of  Operations.  In December  1988,  Mr.
Kersten was appointed Director of the Company. Mr. Kersten also became CEL-SCI's
Treasurer  in 1989.  In May 1992,  Mr.  Kersten was  appointed  Chief  Operating
Officer and in February  1995,  Mr. Kersten  became  CEL-SCI's  Chief  Executive
Officer.  In previous  years,  Mr.  Kersten  worked as a financial  analyst with
Source  Capital,  Ltd., an investment  advising  firm in McLean,  Virginia.  Mr.
Kersten is a stepson of Maximilian de Clara, who is the President and a Director
of CEL-SCI.  Mr. Kersten  attended George  Washington  University in Washington,
D.C.  where he earned a B.A.  in  Accounting  and an  M.B.A.  with  emphasis  on
International  Finance.  He also  attended law school at American  University in
Washington, D.C. where he received a Juris Doctor degree.

     Patricia  B.  Prichep  has been the  Company's  Senior  Vice  President  of
Operations  since March 1994.  Between December 1992 and March 1994, Ms. Prichep
was the Company's Director of Operations. Ms. Prichep became CEL-SCI's 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. has been CEL-SCI's Senior Vice President of Research and
Manufacturing since March 1994. From October 1993 until March 1994, Dr. Talor
was Director of Research, Manufacturing and Quality Control, as well as the
Director of the Clinical Laboratory, for Chesapeake Biological Laboratories,
Inc. From 1991 to 1993, Dr. Talor was a scientist with SRA Technologies, Inc.,
as well as the director of SRA's Flow Cytometry Laboratory (1991-1993) and
Clinical Laboratory (1992-1993). During 1992 and 1993, Dr. Talor was also the
Regulatory Affairs and Safety Officer For SRA. Since 1987, Dr. Talor has held
various positions with the Johns Hopkins University, including course
coordinator for the School of Continuing Studies (1989-Present), research
associate and lecturer in the Department of Immunology and Infectious Diseases
(1987-1991), and associate professor (1991-Present).

      Daniel H. Zimmerman, Ph.D. has been CEL-SCI's Senior Vice President of
Cellular Immunology since January 1996. Dr. Zimmerman founded CELL-MED, Inc. and
was its president from 1987-1995. From 1973 to 1987 Dr. Zimmerman served in
various positions at Electronucleonics, Inc. including Scientist, Senior
Scientist, Technical Director and Program Manager. From 1969-1973 Dr. Zimmerman
was a Senior Staff Fellow at NIH.

      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 Chief Operating Officer of Immune Therapies
International, Inc., which has its principal operations in Tucson, Arizona.
Immune Therapies International treats patients requiring immune system therapy
to fight serious diseases such as cancer, multiple sclerosis and hepatitis. 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. Messrs. Esterhazy, Kinsolving and Young, as directors,
devote only a minimal amount of time to CEL-SCI.

      CEL-SCI has an audit committee a and compensation committee. The members
of the audit committee are Alexander G. Esterhazy, C. Richard Kinsolving and
Peter Young. The members of the compensation committee are Maximilian de Clara,
Alexander Esterhazy and C. Richard Kinsolving.

Executive Compensation

      The following table sets forth 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, 2002.





                                                                

                                                                                     All
                                                     Other                           Other
                                                     Annual    Restric-              Com-
                                                     Compen-   ted Stock   Options   pensa-
Name and Princi-         Fiscal     Salary    Bonus  sation    Awards      Granted   tion
 pal Position             Year       (1)       (2)     (3)       (4)         (5)      (6)
----------------         ------     ------    -----  -------   ---------   -------   -----

Maximilian de Clara,      2002     $363,000      --  $46,079    $ 89,334    75,000      --
President                 2001     $357,167      --  $52,186    $262,000    95,000   $  64
                          2000     $345,583      --  $72,945    $550,000    60,000   $  64

Geert R. Kersten,         2002     $346,324      --  $15,044    $ 10,929   105,000      --
Chief Executive           2001     $265,175      --  $10,462    $  8,313   655,000  $4,114
Officer and               2000     $303,049      --  $15,349    $ 10,375    60,000  $4,114
Treasurer

Patricia B. Prichep       2002     $140,464      --  $ 3,000    $  5,597    90,500      --
Senior Vice President     2001     $104,505      --  $ 3,000    $  6,270   260,000   $  63
of Operations and         2000     $114,430      --  $ 3,000    $  6,998    23,000   $  63
Secretary

Eyal Talor, Ph.D.         2002     $187,075      --  $ 3,000    $  5,702    85,000      --
Senior Vice President     2001      157,420      --  $ 3,000    $  9,269   200,000   $  63
of Research and           2000     $150,334      --  $ 3,000    $  9,020    50,000   $  63
Manufacturing

Daniel Zimmerman,         2002     $143,583      --  $ 3,000    $  5,763    91,000      --
 Ph.D.,                   2001     $117,145      --  $ 3,000    $  6,962   175,000   $  64
Senior Vice President     2000     $124,165      --  $ 3,000    $  7,450    20,000   $  64
of Cellular Immunology



(1)  The dollar value of base salary (cash and non-cash) received. During the
     year ended September 30, 2002, $468,703 of the total salaries paid to the
     persons shown in the table were paid in restricted shares of CEL-SCI's
     common stock.

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

(3)  Any other annual compensation not properly categorized as salary or bonus,
     including perquisites and other personal benefits, securities or property.
     Amounts in the table represent automobile, parking and other transportation
     expenses, plus, in the case of Maximilian de Clara and Geert Kersten,
     director's fees of $8,000. During the year ended September 30, 2002,
     $24,250 of the total Other Annual compensation paid to the persons shown in
     the table were paid in restricted shares of CEL-SCI's common stock.

(4)  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, the shares were issued in
     consideration for past services rendered to CEL-SCI. 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.



      As of September 30, 2002, the number of shares of CEL-SCI's common stock,
owned by the officers included in the table above, and the value of such shares
at such date, based upon the market price of CEL-SCI's common stock were:

      Name                          Shares            Value

      Maximilian de Clara          525,421         $  95,296
      Geert R. Kersten             667,762          $120,197
      Patricia B. Prichep          206,484         $  37,167
      Eyal Talor, Ph.D.            192,527         $  34,655
      Daniel Zimmerman, Ph.D.      214,391         $  38,590

      Dividends may be paid on shares of restricted stock owned by CEL-SCI's
officers and directors, although CEL-SCI has no plans to pay dividends.

(5)  The shares of Common Stock to be received upon the exercise of all stock
     options granted during the periods covered by the Table. Includes certain
     options issued in connection with CEL-SCI's Salary Reduction Plans as well
     as certain options purchased from CEL-SCI. See "Options Granted During
     Fiscal Year Ended September 30, 2002" below.

(6)  All other compensation received that CEL-SCI could not properly report in
     any other column of the Table including annual Company 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. Amounts in the table represent
     life insurance premiums.

Long Term Incentive Plans - Awards in Last Fiscal Year

      None.

Employee Pension, Profit Sharing or Other Retirement Plans

      During 1993 CEL-SCI implemented a defined contribution retirement plan,
qualifying under Section 401(k) of the Internal Revenue Code and covering
substantially all the Company's employees. Prior to January 1, 1998 CEL-SCI's
contribution was equal to the lesser of 3% of each employee's salary, or 50% of
the employee's contribution. Effective January 1, 1998 the plan was amended such
that the Company's contribution is now made in shares of CEL-SCI's common stock
as opposed to cash. 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 the Company's common stock. The fiscal
2002 expenses for this plan were $71,824. 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

      Standard Arrangements. CEL-SCI currently pays its directors $2,000 per
quarter, plus expenses. CEL-SCI has no standard arrangement pursuant to which
directors of CEL-SCI are compensated for any services provided as a director or
for committee participation or special assignments.

      Other Arrangements. CEL-SCI has from time to time granted options to its
outside directors. See Stock Options below for additional information concerning
options granted to CEL-SCI's directors.

Employment Contracts.

      In March 2002 the Company entered into a three-year employment agreement
with Mr. de Clara which expires March 31, 2005. The employment agreement
provides that CEL-SCI will pay Mr. de Clara an annual salary of $363,000 during
the term of the agreement. 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 the Company, then the agreement allows Mr. de Clara to
resign from his position at the Company and receive a lump-sum payment from
CEL-SCI equal to 18 months salary. 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.

      Effective August 1, 2000, 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 $336,132, subject to minimum annual increases of 5% per year. 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. For purposes of the employment agreement a change in
the control of CEL-SCI means: (1) the merger of CEL-SCI with another entity if
after such merger the shareholders of CEL-SCI do not own at least 50% of voting
capital stock of the surviving corporation; (2) the sale of substantially all of
the assets of CEL-SCI; (3) the acquisition by any person of more than 50% of
CEL-SCI's common stock; or (4) a change in a majority of CEL-SCI's directors
which has not been approved by the incumbent directors.

Compensation Committee Interlocks and Insider Participation

     CEL-SCI  has  a  compensation  committee  comprised  of  all  of  CEL-SCI's
directors,  with the exception of Mr.  Kersten.  During the year ended September
30, 2002, 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, 2002, 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.



Stock Options

      The following tables set forth information concerning the options granted
during the fiscal year ended September 30, 2002, to the persons named below, and
the fiscal year-end value of all unexercised options (regardless of when
granted) held by these persons.

            Options Granted During Fiscal Year Ended September 30, 2002


                                                                      

                                                                        Potential Realizable
                                  % of Total                              Value at Assumed
                                    Options                             Annual Rates of Stock
                                   Granted to     Exercise                Price Appreciation
                     Options      Employees in   Price Per  Expiration    for Option Term (1)
 Name              Granted (#)     Fiscal Year     Share       Date         5%          10%
------             -----------    ------------   ---------  ----------     ----        -----

Maximilian de Clara   75,000           8.73%        0.54      3/14/12     $25,500     $64,500


Geert R. Kersten      75,000           8.73%        0.54      3/14/12     $25,500     $64,500
                      30,000 (2)       3.49%        0.54      3/14/12     $10,200     $25,800
                    --------
                     105,000


Patricia B. Prichep   30,000           3.49%        1.00      12/3/11     $18,900     $47,700
                      10,500 (2)       1.22%        0.54      3/14/12     $ 3,750     $ 9,030
                      50,000           5.82%        0.33      4/26/12     $10,500     $26,000
                      ------
                      90,500

Eyal Talor, Ph.D.     35,000           4.07%        1.00      12/3/11     $22,050     $55,650
                      50,000           5.82%        0.33      4/26/12     $10,500     $26,000
                      ------
                      85,000

Daniel Zimmerman,
 Ph.D.                30,000           3.49%        0.54      3/14/12     $10,200     $25,800
                      11,000 (2)       1.28%        0.54      3/14/12     $ 3,740     $ 9,460
                      50,000           5.82%        0.33      4/26/12     $10,500     $26,000
                      ------
                      91,000



(1)  The potential  realizable  value of the options shown in the table assuming
     the market price of CEL-SCI's  Common Stock  appreciates  in value from the
     date of the grant to the end of the option term at 5% or 10%.
(2)  Options were granted in accordance with CEL-SCI's Salary Adjustment Plan.
     Pursuant to the Salary Adjustment Plan, any employee of CEL-SCI was allowed
     to receive options (exercisable at market price at the time of grant) in
     exchange for a one-time reduction in such employee's salary.






                    Option Exercises and Year-End Option Values
                                                                 Value (in $) of
                                                                     Unexercised
                                                 Number of       In-the-Money
                                                Unexercised    Options at Fiscal
                         Shares                  Options (3)      Year-End (4)
                     Acquired On     Value      Exercisable/       Exercisable/
Name                 Exercise (1) Realized (2) Unexercisable     Unexercisable
----                 ------------ ------------ -------------   -----------------

Maximilian de Clara      --             --     439,999/135,000         0/0
Geert R. Kersten         --             --   1,725,000/165,000         0/0
Patricia Prichep         --             --     465,168/114,832         0/0
Eyal Talor                                     272,500/101,666         0/0
Daniel Zimmerman         --             --     281,001/110,999         0/0

(1)  The number of shares received upon exercise of options during the fiscal
     year ended September 30, 2002.

(2)  With respect to options exercised during CEL-SCI's fiscal year ended
     September 30, 2002, 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.

(3)  The total number of unexercised options held as of September 30, 2002,
     separated between those options that were exercisable and those options
     that were not exercisable.

(4)  For all unexercised options held as of September 30, 2002, the market value
     of the stock underlying those options as of September 30, 2002.

Stock Option and Bonus Plans

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

      Incentive Stock Option Plan. The Incentive Stock Option Plans collectively
authorize the issuance of up to 4,100,000 shares of CEL-SCI's Common Stock to
persons who exercise options granted pursuant to the Plan. Only Company
employees may be granted options pursuant to the Incentive Stock Option Plan.

      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
collectively authorize the issuance of up to 7,760,000 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 but cannot
be less than the market price of CEL-SCI's Common Stock on the date the option
is granted.

      Stock Bonus Plan. Up to 1,940,000 shares of Common Stock may be granted
under the Stock Bonus Plan. Such shares may consist, in whole or in part, of
authorized but unissued shares, or treasury shares. Under the Stock Bonus Plan,
CEL-SCI's employees, directors, officers, consultants and advisors are eligible
to receive a grant of CEL-SCI's shares, 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 the Company. 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.

      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 sets forth certain information, as of June 20,
2003, concerning the stock options and stock bonuses granted by CEL-SCI. Each
option represents the right to purchase one share of CEL-SCI's common stock.






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

Incentive Stock Option
 Plans                    4,100,000      3,801,000          N/A      212,315

Non-Qualified Stock       7,760,000      6,550,432          N/A       55,440
 Option Plans

Stock Bonus Plans         1,940,000            N/A    1,196,362      743,638

      Of the shares issued pursuant to CEL-SCI's Stock Bonus Plans 459,246
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 the Company's Incentive and
Non-Qualified Stock Option Plans as of September 30, 2002, 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
                                                                     Remaining Available
                                   Number                            For Future Issuance
                                of Securities                            Under Equity
                                 to be Issued    Weighted-Average    Compensation Plans
                                Upon Exercise   Exercise Price of    (Excluding Securities
                                of Outstanding   of Outstanding      Reflected in Column (a))
Plan category                    Options  (a)     Options  (b)                (c)
---------------------------------------------------------------------------------------------

Incentive Stock Option Plans      1,251,100            $1.62                762,315

Non-Qualified Stock Option
 Plans                            4,073,434            $1.10                589,105
                                  ---------            -----                -------
                                  5,324,534            $1.23              1,351,420
                                  =========            =====              =========




      In January 2000 CEL-SCI issued Mr. de Clara 200,000 shares of common stock
for past services provided to CEL-SCI. In September 2001 CEL-SCI issued Mr. de
Clara an additional 200,000 shares of common stock for past services provided to
CEL-SCI. In October 2001 CEL-SCI issued Mr. de Clara an additional 75,071 shares
of common stock for past services provided to CEL-SCI.

                             PRINCIPAL SHAREHOLDERS

      The following table sets forth, as of June 20, 2003, information with
respect to the only persons owning beneficially 5% or more of the outstanding
Common Stock and the number and percentage of outstanding shares owned by each
director and officer and by the officers and directors as a group. Unless
otherwise indicated, each owner has sole voting and investment powers over his
shares of Common Stock.



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

Maximilian de Clara                   2,681,448                   4.5%
Bergstrasse 79
6078 Lungern,
Obwalden, Switzerland

Geert R. Kersten                      4,162,171 (2)               6.9%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Patricia B. Prichep                     956,000                   1.6%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Eyal Talor, Ph.D.                       796,434                   1.4%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Daniel H. Zimmerman, Ph.D.              737,572                   1.3%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Alexander G. Esterhazy                   55,000                      *
20 Chemin du Pre-Poiset
CH- 1253 Vandoeuvres
Geneve, Switzerland

C. Richard Kinsolving                   114,013                      *
P.O. Box 20193
Bradenton, FL 34204-0193

Peter R. Young                           42,441                      *
8229 Boone Blvd., Suite 802
Vienna, VA  22182

All Officers and Directors            9,545,079                  15.4%
as a Group (8 persons)
*    Less than 1%

(1)  Includes shares issuable prior to August 31, 2003 upon the exercise of
     options or warrants granted to the following persons:






                                          Options or Warrants Exercisable
      Name                                   Prior to August 31, 2003
      ----                                -------------------------------


      Maximilian de Clara                           504,999
      Geert R. Kersten                            1,800,000
      Patricia B. Prichep                           511,334
      Eyal Talor, Ph.D.                             309,167
      Daniel H. Zimmerman, Ph.D.                    324,668
      Alexander G. Esterhazy                         55,000
      C. Richard Kinsolving, Ph.D.                   50,000
      Peter R. Young, Ph.D.                           6,667

(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.

                              SELLING SHAREHOLDERS

      This prospectus relates to shares of CEL-SCI's common stock issued or
issuable upon the conversion of Series H notes sold by CEL-SCI and upon the
exercise of CEL-SCI's Series H warrants.

      The owners of the Series H notes and the Series H warrants, are referred
to in this prospectus as the "selling shareholders". CEL-SCI will not receive
any proceeds from the sale of the shares by the selling shareholders.

      The names of and the shares to be sold by the selling shareholders are:


                                                                       

                                      Shares Which       Shares Which
                                        May be              May be
                                      Acquired Upon      Acquired Upon   Shares to   Owner-
                                      Conversion of      Exercise of     be Sold     ship
                          Shares        Series H            Series H     in this     After
      Name                Owned    Promissory Notes (1)   Warrants (2)   Offering   Offering
----------------          ------   --------------------  --------------  ---------  --------

SDS Merchant Fund, L.P.       --        1,489,333            550,000     2,039,333      (3)
Bristol Investment
  Fund, Ltd.           1,138,134          744,667            550,000     2,432,801      (3)



      At the holder's option the Series H notes are convertible into shares of
CEL-SCI's common stock equal in number to the amount determined by dividing each
$1,000 of note principal to be converted by the Conversion Price. If the closing
price of CEL-SCI's common stock is less than $0.50 on any conversion date, the
Conversion Price will be 76% of the average of the three lowest daily trading
prices of CEL-SCI's common stock on the American Stock Exchange during the 15
trading days immediately prior to the conversion date. If the closing price of



CEL-SCI's common stock is $0.50 or greater on any conversion date, the
Conversion Price will be 70% of the average of the three lowest daily trading
prices of CEL-SCI's common stock on the American Stock Exchange during the 15
trading days immediately prior to the conversion date. The Conversion Price may
not be less than $0.16. However, if CEL-SCI's common stock trades for less than
$0.21 per share for a period of 20 consecutive trading days, the $0.16 minimum
price will no longer be applicable.

      Each Series H note holder is prohibited from converting the notes to the
extent that such conversion would result in such holder, together with any
affiliate of the holder, beneficially owning in excess of 4.999% of the
outstanding shares of CEL-SCI's common stock following such conversion. This
restriction may be waived by each holder on not less than 61 days' notice to
CEL-SCI. However, the 4.999% limitation would not prevent each note holder from
acquiring and selling in excess of 4.999% of CEL-SCI's common stock through a
series of acquisitions and sales so long as the holder never beneficially owns
more than 4.999% of CEL-SCI's common stock at any one time.

      For purposes of the foregoing table, it is assumed that all shares owned,
or which may be acquired, by the selling shareholders upon the conversion of the
Series H Notes and the exercise of the Series H Warrants are sold to the public
by means of this prospectus.

(1)  As of June 20, 2003 SDS Merchant Fund did not own of record any shares of
     CEL-SCI's common stock. However, SDS Merchant Fund is the beneficial owner
     of CEL-SCI's shares which may be issued upon the conversion of Series H
     notes in the principal amount of $700,000, which includes a note in the
     principal amount of $400,000 which will be sold on July 2, 2003, as well as
     550,000 shares issuable upon the exercise of CEL-SCI's Series H warrants.
     The actual number of shares issuable upon the conversion of the Series H
     notes will vary depending upon a number of factors, including the price of
     CEL-SCI's common stock at certain dates. Accordingly, the number of shares
     which may be issued upon the conversion of the Series H notes held by SDS
     Merchant Fund cannot be determined at this time. However, based upon the
     market price of CEL-SCI's common stock on June 20, 2003, SDS Merchant Fund
     would receive approximately 1,489,333 shares of CEL-SCI's common stock if
     the Series H notes held by SDS Merchant Fund, including a note in the
     principal amount of $400,000 to be sold on July 2, 2003, were converted on
     June 20, 2003.

     As of June 20, 2003 Bristol Investment Fund owned 1,138,134 shares of
     CEL-SCI's common stock which it received upon the conversion of a Series H
     note in the principal amount of $300,000. Bristol Investment Fund is also
     the beneficial owner of CEL-SCI's shares which may be issued upon the
     conversion of a Series H note in the principal amount of $350,000 which
     will be sold to Bristol on July 2, 2003, as well as 550,000 shares issuable
     upon the exercise of CEL-SCI's Series H warrants. The actual number of
     shares issuable upon the conversion of the Series H notes will vary
     depending upon a number of factors, including the price of CEL-SCI's common
     stock at certain dates. Accordingly, the number of shares which may be
     issued upon the conversion of the Series H notes held by Bristol Investment
     Fund cannot be determined at this time. However, based upon the market
     price of CEL-SCI's common stock on June 20, 2003, Bristol Investment Fund
     would receive approximately 744,667 shares of CEL-SCI's common stock if the



     $350,000 Series H note to be sold to Bristol Investment Fund on July 2,
     2003 were converted on June 20, 2003.

(2)  The Series H warrants allow the holders to initially purchase up to
     1,100,000 shares of CEL-SCI's common stock at a price of $0.25 per share at
     any time prior to January 7, 2010.

     The Conversion Price, the warrant exercise price, and the number of shares
     issuable upon the exercise of the warrants are subject to adjustment under
     those conditions explained in the section of the prospectus entitled
     "Description of Securities". CEL-SCI's agreement with the selling
     shareholders requires CEL-SCI to register more shares that CEL-SCI would be
     required to issue if all notes were converted and all warrants were
     exercised on May 20, 2003 so that additional shares will be available for
     sale if the price of CEL-SCI's common stock declines or if there is any
     adjustment to the number of shares issuable upon the exercise of the
     warrants. As a result, the registration statement, of which this prospectus
     is a part, has registered 7,400,000 shares of CEL-SCI's common stock for
     sale by the selling shareholders.

(3) Less than 1%.

    Each Series H note holder is prohibited from converting the notes to the
extent that such conversion would result in such holder, together with any
affiliate of the holder, beneficially owning in excess of 4.999% of the
outstanding shares of CEL-SCI's common stock following such conversion. This
restriction may be waived by each holder on not less than 61 days' notice to
CEL-SCI. However, the 4.999% limitation would not prevent each note holder from
acquiring and selling in excess of 4.999% of CEL-SCI's common stock through a
series of acquisitions and sales so long as the holder never beneficially owns
more than 4.999% of CEL-SCI's common stock at any one time.

      Each Series H warrant holder is prohibited from exercising the warrants to
the extent that such exercise would result in such holder, together with any
affiliate of the warrant holder, beneficially owning in excess of 4.999% of the
outstanding shares of CEL-SCI's common stock following such exercise. This
restriction may be waived by each holder on not less than 61 days' notice to
CEL-SCI. However, the 4.999% limitation would not prevent each warrant holder
from acquiring and selling in excess of 4.999% of CEL-SCI's common stock through
a series of acquisitions and sales under the warrants so long as the warrant
holder never beneficially owns more than 4.999% of CEL-SCI's common stock at any
one time.

      SDS Merchant Fund and Bristol Investment Fund, Ltd. hold Series F warrants
which collectively allow these funds to purchase 420,000 shares of CEL-SCI's
common stock. SDS Merchant Fund and Bristol Investment Fund, Ltd. hold Series G
warrants which collectively allow these funds to purchase 450,000 shares of
CEL-SCI's common stock. See Notes C and D to the Comparative Share Data table.







Plan of Distribution

      The selling shareholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling shareholders may use any one or more of the
following methods when selling shares:

o    ordinary brokerage transactions and transactions in which the broker-dealer
     solicits purchasers;
o    block trades in which the broker-dealer  will attempt to sell the shares as
     agent but may  position  and resell a portion of the block as  principal to
     facilitate the transaction;
o    purchases by a broker-dealer  as principal and resale by the  broker-dealer
     for its account;
o    an exchange  distribution  in accordance  with the rules of the  applicable
     exchange;
o    privately negotiated transactions;
o    short sales;
o    broker-dealers may agree with the Selling  Stockholders to sell a specified
     number of such shares at a stipulated price per share;
o    a combination of any such methods of sale; and
o    any other method permitted pursuant to applicable law.

      The selling shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

      The selling shareholders may also engage in short sales against the box,
puts and calls and other transactions in securities of CEL-SCI or derivatives of
CEL-SCI securities and may sell or deliver shares in connection with these
trades. The selling shareholders may pledge their shares to their brokers under
the margin provisions of customer agreements. If a selling shareholder defaults
on a margin loan, the broker may, from time to time, offer and sell the pledged
shares.

      Broker-dealers engaged by the selling shareholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling shareholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

      The selling shareholders and any broker-dealers or agents that are
involved in selling the shares are "underwriters" within the meaning of the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

      CEL-SCI is required to pay all fees and expenses incident to the
registration of the shares, including fees and disbursements of counsel to the
selling shareholders. CEL-SCI has agreed to indemnify the selling shareholders



against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.

      CEL-SCI has advised the selling shareholders that in the event of a
"distribution" of the shares owned by the selling shareholder, such selling
shareholders, any "affiliated purchasers", and any broker/dealer or other person
who participates in such distribution may be subject to Rule 102 under the
Securities Exchange Act of 1934 ("1934 Act") until their participation in that
distribution is completed. A "distribution" is defined in Rule 102 as an
offering of securities "that is distinguished from ordinary trading transactions
by the magnitude of the offering and the presence of special selling efforts and
selling methods". CEL-SCI has also advised the selling shareholders that Rule
102 under the 1934 Act prohibits any "stabilizing bid" or "stabilizing purchase"
for the purpose of pegging, fixing or stabilizing the price of the common stock
in connection with this offering. Rule 101 makes it unlawful for any person who
is participating in a distribution to bid for or purchase stock of the same
class as is the subject of the distribution.

      CEL-SCI has agreed to indemnify the selling shareholders and any
securities broker/dealers who may be deemed to be underwriters against certain
liabilities, including liabilities under the Securities Act as underwriters or
otherwise.

                            DESCRIPTION OF SECURITIES

Common Stock

      CEL-SCI is authorized to issue 100,000,000 shares of common stock, (the
"common stock"). Holders of common stock are each entitled to cast one vote for
each share held of record on all matters presented to shareholders. Cumulative
voting is not allowed; hence, the holders of a majority of the outstanding
common stock can elect all directors.

      Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor and,
in the event of liquidation, to share pro rata in any distribution of CEL-SCI's
assets after payment of liabilities. The board is not obligated to declare a
dividend. It is not anticipated that dividends will be paid in the foreseeable
future.

      Holders of common stock do not have preemptive rights to subscribe to
additional shares if issued by CEL-SCI. There are no conversion, redemption,
sinking fund or similar provisions regarding the common stock . All of the
outstanding shares of Common stock are fully paid and non-assessable.

Preferred Stock

      CEL-SCI is authorized to issue up to 200,000 shares of preferred stock.
CEL-SCI's Articles of Incorporation provide that the Board of Directors has the
authority to divide the preferred stock into series and, within the limitations
provided by Colorado statute, to fix by resolution the voting power,
designations, preferences, and relative participation, special rights, and the
qualifications, limitations or restrictions of the shares of any series so



established. As the Board of Directors has authority to establish the terms of,
and to issue, the preferred stock without shareholder approval, the preferred
stock could be issued to defend against any attempted takeover of CEL-SCI.

Series E Warrants

      In August 2001 three private investors exchanged their warrants for
CEL-SCI's Series E warrants. The Series E warrants collectively allow the
holders to purchase up to 815,351 additional shares of CEL-SCI's common stock at
a price of $1.19 per share at any time prior to August 16, 2004.

Series F and Series G Warrants

      In December 2001 and January 2002, CEL-SCI sold Series F convertible
notes, plus Series F warrants, to a group of private investors for $1,600,000.
All of the convertible notes have since been converted into shares of CEL-SCI's
common stock.

      In July and September 2002 CEL-SCI sold Series G convertible notes, plus
Series G warrants, to a group of private investors for $1,300,000. All of the
Series G convertible notes have since been converted into shares of CEL-SCI's
common stock.

       As of June 20, 2003 the Series F warrants collectively allowed the
holders to purchase 420,000 share of CEL-SCI's common stock at a price of $0.153
per share at any time prior to December 31, 2008. Every three months after
January 17, 2003, the exercise price of the Series F warrants will be adjusted
to an amount equal to 84% of the average of the 3 lowest daily trading prices of
CEL-SCI's common stock on the American Stock Exchange during the 20 trading days
immediately prior to the three month adjustment date, provided that the adjusted
price is lower than the warrant exercise price on the adjustment date.

      As of June 20, 2003 the Series G warrants collectively allowed the holders
to purchase up to 450,000 shares of CEL-SCI's common stock at a price of $0.145
per share at any time prior to July 12, 2009. Every three months after March 9,
2003, the exercise price of the Series G warrants will be adjusted to an amount
equal to 84% of the average of the 3 lowest daily trading prices of CEL-SCI's
common stock on the American Stock Exchange during the 20 trading days
immediately prior to the three month adjustment date, provided that the adjusted
price is lower than the warrant exercise price on that date.

      If CEL-SCI sells any additional shares of common stock, or any securities
convertible into common stock at a price below the then applicable exercise
price of the Series F or Series G warrants, the warrant exercise price will be
lowered to the price at which the shares were sold or the lowest price at which
the securities are convertible, as the case may be. If the warrant exercise
price is adjusted, the number of shares of common stock issuable upon the
exercise of the warrant will be increased by the product of the number of shares
of common stock issuable upon the exercise of the warrant immediately prior to
the sale multiplied by the percentage by which the warrant exercise price is
reduced.



      If CEL-SCI sells any additional shares of common stock, or any securities
convertible into common stock at a price below the market price of CEL-SCI's
common stock, the exercise price of the Series F or Series G warrants will be
lowered by a percentage equal to the price at which the shares were sold or the
lowest price at which the securities are convertible, as the case may be,
divided by the then prevailing market price of CEL-SCI's common stock. If the
warrant exercise price is adjusted, the number of shares of common stock
issuable upon the exercise of the warrant will be increased by the product of
the number of shares of common stock issuable upon the exercise of the warrant
immediately prior to the sale multiplied by the percentage determined by
dividing the price at which the shares were sold by the market price of
CEL-SCI's common stock on the date of sale.

      However, neither the exercise price of the Series F or Series G warrants
nor the shares issuable upon the exercise of the Series F or Series G warrants
will be adjusted as the result of shares issued in connection with a Permitted
Financing. A Permitted Financing involves shares of common stock issued or sold:

          -    in connection with a merger or acquisition;

          -    upon the  exercise of options or the  issuance of common stock to
               CEL-SCI's employees, officers, directors, consultants and vendors
               in accordance with CEL-SCI's equity incentive policies;

          -    pursuant to the  conversion or exercise of securities  which were
               outstanding  prior to December 31, 2001 in the case of the Series
               F  warrants  and  July  12,  2002  in the  case of the  Series  G
               warrants;

          -    to key officers of CEL-SCI in lieu of their respective salaries.

      The sale of the Series G and H notes and warrants did not result in any
change to the exercise price of the Series F warrants. The sale of the Series H
notes and warrants did not result in any change to the exercise price of the
Series G warrants.

Series H Notes and Warrants

      On January 7, 2003, CEL-SCI sold Series H convertible notes, plus Series H
warrants, to a group of private investors for $600,000. The notes bear interest
at 7% per year, are due and payable on January 7, 2005 and are secured by
substantially all of CEL-SCI's assets. Interest is payable quarterly with the
first interest payment due on April 1, 2003. If CEL-SCI fails to make any
interest payment when due, the notes will become immediately due and payable.
The holders of the Series H notes have agreed to purchase an additional $750,000
of convertible notes from CEL-SCI on July 2, 2003. The additional $750,000 of
notes will have the same terms as the Series H notes sold in January 2003.

      At the holder's option the Series H notes are convertible into shares of
CEL-SCI's common stock equal in number to the amount determined by dividing each



$1,000 of note principal to be converted by the Conversion Price. The Conversion
Price is 76% of the average of the three lowest daily trading prices of
CEL-SCI's common stock on the American Stock Exchange during the 15 trading days
immediately prior to the conversion date. If the closing price of CEL-SCI's
common stock is less than $0.50 on any conversion date, the Conversion Price
will be 76% of the average of the three lowest daily trading prices of CEL-SCI's
common stock on the American Stock Exchange during the 15 trading days
immediately prior to the conversion date. If the closing price of CEL-SCI's
common stock is $0.50 or greater on any conversion date, the Conversion Price
will be 70% of the average of the three lowest daily trading prices of CEL-SCI's
common stock on the American Stock Exchange during the 15 trading days
immediately prior to the conversion date. The Conversion Price will decline to
60% if (i) CEL-SCI defaults in the performance of any material covenant,
condition or agreement with the holders of the notes or, (ii) CEL-SCI's common
stock is delisted from the American Stock Exchange. The Conversion Price may not
be less than $0.16. However, if CEL-SCI's common stock trades for less than
$0.21 per share for a period of 20 consecutive trading days, the $0.16 minimum
price will no longer be applicable. As of June 20, 2003 Series H notes in the
principal amount of $300,000 had been converted into 1,138,134 shares of
CEL-SCI's common stock.

      If CEL-SCI sells any additional shares of common stock, or any securities
convertible into common stock at a price below the then applicable Conversion
Price of the Series H notes, the Conversion Price of the Series H notes will be
lowered to the price at which the shares were sold or the lowest price at which
the securities are convertible. If CEL-SCI sells any additional shares of common
stock, or any securities convertible into common stock at a price below the
market price of CEL-SCI's common stock, the Conversion Price of the Series H
notes will lowered by a percentage equal to the price at which the shares were
sold or the lowest price at which the securities are convertible, divided by the
then prevailing market price of CEL-SCI's common stock. However the Conversion
Price will not be adjusted as the result of shares issued in connection with a
Permitted Financing. A Permitted Financing involves shares of common stock
issued or sold:

         -  in connection with a merger or acquisition;

         -  upon the exercise of options or the issuance of common stock to
            CEL-SCI's employees, officers, directors, consultants and vendors in
            accordance with CEL-SCI's equity incentive policies;

         -  pursuant to the conversion or exercise of securities which were
            outstanding prior to January 7, 2003;

         - to key officers of CEL-SCI in lieu of their respective salaries.

      CEL-SCI's agreement with the Series H note holders places the following
restrictions on CEL-SCI's operations. Any of the following restrictions may be
waived with the written consent of the holders of a majority of the principal
amount of the Series H notes outstanding at the time the consent is required.



o So long as the Series H notes are outstanding:

             -  declare or pay any dividends (other than a stock dividend or
                stock split) or make any distributions to any holders of its
                common stock, or

             -  purchase or otherwise acquire for value, directly or indirectly,
                any common or preferred stock.

      Until the date that 50% of the Series H notes are no longer outstanding
CEL-SCI may not sell any common stock or any securities convertible into common
stock. However, this restriction will not apply to shares issued in a Permitted
Financing.

      So long as the Series H notes remain outstanding, the note holders will
have a first right of refusal to participate in any subsequent financings
involving CEL-SCI. If CEL-SCI enters into any subsequent financing on terms more
favorable than the terms governing the notes and warrants, then the note holders
may exchange notes and warrants for the securities sold in the subsequent
financing.

      Upon the occurrence of any of the following events CEL-SCI is required to
redeem the Series H notes at a price equal to 130% of then outstanding principal
balance of the notes:

         -  the suspension from listing or the failure of CEL-SCI's common stock
            to be listed on the American Stock Exchange for a period of five
            consecutive trading days; or

         -  the effectiveness of the Registration Statement lapses for any
            reason or the Registration Statement is unavailable to the note
            holders and the lapse or unavailability continues for a period of
            ten consecutive trading days, provided the cause of the lapse or
            unavailability is not due to factors primarily within the control of
            the note holders.

         -  any representation or warranty made by CEL-SCI to the note holders
            proves to be materially inaccurate or CEL-SCI fails to perform any
            material covenant or condition in its agreement with the note
            holders.

         -  the completion of a merger or other business combination involving
            CEL-SCI and as a result of which CEL-SCI is not the surviving
            entity.

         -  a purchase, tender or exchange offer accepted by the holders of more
            than 30% of CEL-SCI's outstanding shares of common stock.

         -  CEL-SCI files for protection from its creditors under the federal
            bankruptcy code.

      The Series H warrants allow the holders to purchase up to 1,100,000 shares
of CEL-SCI's common stock at a price of $0.25 per share at any time prior to
January 7, 2010. Every three months after June 26, 2003 the exercise price of
the Series H warrants will be adjusted to an amount equal to 110% of the



Conversion Price on such date, provided that the adjusted price is lower than
the warrant exercise price on that date.

      If CEL-SCI sells any additional shares of common stock, or any securities
convertible into common stock at a price below the then applicable exercise
price of the Series H warrants, the exercise price of the Series H warrants will
be lowered to the price at which the shares were sold or the lowest price at
which the securities are convertible. If the exercise price of the Series H
warrants is adjusted, the number of shares of common stock issuable upon the
exercise of the Series H warrants will be increased by the product of the number
of shares of common stock issuable upon the exercise of the warrant immediately
prior to the sale multiplied by the percentage by which the warrant exercise
price is reduced.

      If CEL-SCI sells any additional shares of common stock, or any securities
convertible into common stock at a price below the market price of CEL-SCI's
common stock, the exercise price of the Series H warrants will be lowered by a
percentage equal to the price at which the shares were sold or the lowest price
at which the securities are convertible, divided by the then prevailing market
price of CEL-SCI's common stock. If the exercise price of the Series H warrants
is adjusted, the number of shares of common stock issuable upon the exercise of
the warrants will be increased by the product of the number of shares of common
stock issuable upon the exercise of the warrant immediately prior to the sale
multiplied by the percentage determined by dividing the price at which the
shares were sold by the market price of CEL-SCI's common stock on the date of
sale.

      However, neither the exercise price nor the shares issuable upon the
exercise of the Series H warrants will be adjusted as the result of shares
issued in connection with a Permitted Financing.

Series I Warrants

      In May 2003 CEL-SCI sold shares of its common stock plus Series I warrants
to a private investor. The Series I warrants allow the holders to purchase
1,100,000 shares of CEL-SCI's common stock at a price of $0.47 per share at any
time prior to May 30, 2006.

Transfer Agent

     Computershare  Trust Company,  Inc., of Denver,  Colorado,  is the transfer
agent for CEL-SCI's common stock.

                                     EXPERTS

         The financial statements as of September 30, 2002 and 2001 and for each
of the three years in the period ended September 30, 2002 incorporated by
reference in this prospectus from CEL-SCI's Annual Report on Form 10-K have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.



                                 INDEMNIFICATION

         CEL-SCI's Bylaws authorize indemnification of a director, officer,
employee or agent of CEL-SCI against expenses incurred by him in connection with
any action, suit, or proceeding to which he is named a party by reason of his
having acted or served in such capacity, except for liabilities arising from his
own misconduct or negligence in performance of his duty. In addition, even a
director, officer, employee, or agent of CEL-SCI who was found liable for
misconduct or negligence in the performance of his duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling CEL-SCI pursuant to the foregoing provisions, CEL-SCI has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

                             ADDITIONAL INFORMATION

         CEL-SCI is subject to the requirements of the Securities Exchange Act
of l934 and is required to file reports, proxy statements and other information
with the Securities and Exchange Commission. Copies of any such reports, proxy
statements and other information filed by CEL-SCI can be read and copied at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.,
20549. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. The Commission
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding CEL-SCI. The address of that site is
http://www.sec.gov.

         CEL-SCI will provide, without charge, to each person to whom a copy of
this prospectus is delivered, including any beneficial owner, upon the written
or oral request of such person, a copy of any or all of the documents
incorporated by reference below (other than exhibits to these documents, unless
the exhibits are specifically incorporated by reference into this prospectus).
Requests should be directed to:

                               CEL-SCI Corporation
                             8229 Boone Blvd., #802
                             Vienna, Virginia 22182
                                 (703) 506-9460

         The following documents filed with the Commission by CEL-SCI
(Commission File No. 0-11503) are incorporated by reference into this
prospectus:

(1) CEL-SCI's Annual Report on Form 10-K for the fiscal year ended September 30,
    2002.

(2) CEL-SCI's Quarterly Reports (unaudited) on Form 10-Q for the quarters ended
    December 31, 2002 and March 31, 2003.



(3) CEL-SCI's Proxy Statement relating to its March 31, 2003 shareholders'
    meeting.

         All documents filed with the Commission by CEL-SCI pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this prospectus and to be a part of this
prospectus from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded for the purposes of this prospectus
to the extent that a statement contained in this prospectus or in any
subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement. Such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.

         CEL-SCI has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of l933, as amended, with
respect to the securities offered by this prospectus. This prospectus does not
contain all of the information set forth in the Registration Statement. For
further information with respect to CEL-SCI and such securities, reference is
made to the Registration Statement and to the exhibits filed with the
Registration Statement. Statements contained in this prospectus as to the
contents of any contract or other documents are summaries which are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement and related exhibits may also be examined at the
Commission's internet site.


























CEL-SCI CORPORATION

Consolidated Financial Statements for the Years
Ended September 30, 2002, 2001, and 2000,
and Independent Auditors' Report









CEL-SCI CORPORATION

TABLE OF CONTENTS
------------------------------------------------------------------------------


                                                                         Page

INDEPENDENT AUDITORS' REPORT                                              F-1

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS
 ENDED SEPTEMBER 30, 2002, 2001, AND 2000:

  Consolidated Balance Sheets                                             F-2

  Consolidated Statements of Operations                                   F-3

  Consolidated Statements of Comprehensive Loss                           F-4

  Consolidated Statements of Stockholders' Equity                         F-5

  Consolidated Statements of Cash Flows                               F-6 - F-9

  Notes to Consolidated Financial Statements                         F-10 - F-27

















INDEPENDENT AUDITORS' REPORT


Board of Directors and Shareholders of
CEL-SCI Corporation:

We have audited the accompanying consolidated balance sheets of CEL-SCI
Corporation and subsidiaries (the Company) as of September 30, 2002 and 2001,
and the related consolidated statements of operations, comprehensive loss,
stockholders' equity, and cash flows for each of the three years in the period
ended September 30, 2002. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CEL-SCI Corporation
and subsidiaries as of September 30, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 2002, in conformity with accounting principles generally accepted
in the United States of America.



Deloitte & Touche LLP

McLean, Virginia
December 23, 2002




CEL-SCI CORPORATION
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2002 AND 2001
----------------------------------------------------------------------------

ASSETS                                                2002         2001

CURRENT ASSETS:
  Cash and cash equivalents                      $2,079,276   $1,783,990
  Investment securities available for sale                -      593,384
  Interest and other receivables                     31,477       40,376
  Prepaid expenses                                  452,123      866,058
  Deferred financing costs                          176,995            -
                                                  ---------    ---------
           Total current assets                   2,739,871    3,283,808

RESEARCH AND OFFICE EQUIPMENT--Less accumulated
  depreciation of $2,027,225 and $1,864,182         473,555      620,608

DEPOSITS                                            139,828      139,828
PATENT COSTS--Less accumulated amortization
    of $641,711 and $623,235                        418,004      464,676
                                                  ---------    ---------
                                                 $3,771,258   $4,508,920
                                                  =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                               $  735,646   $  422,895
  Accrued expenses                                  148,812       53,153
  Due to officer/shareholder and employees           29,592          461
  Note payable                                    1,135,017            -
                                                  ---------    ---------
           Total current liabilities              2,049,067      476,509

DEFERRED RENT                                        20,732       31,218
CONVERTIBLE DEBT, NET                               639,288            -
                                                  ---------    ---------
           Total liabilities                      2,709,087      507,727
                                                  ---------    ---------

STOCKHOLDERS' EQUITY:
Series E cumulative convertible redeemable
  preferred stock, $.01 par value, $1,000 liquidation
  value--authorized, 6,288 shares; issued and
  outstanding, 1,192 and 5,863 shares at
  September 30, 2002 and 2001, respectively              12           59
Common stock, $.01 par value--authorized,
  100,000,000 shares; issued and outstanding,
  37,255,142 and 21,952,082 shares at
  September 30, 2002 and 2001, respectively         372,551      219,521
Additional paid-in capital                       80,871,758   75,641,365
Unearned compensation                                     -      (19,636)
Accumulated other comprehensive loss                      -         (210)
Accumulated deficit                             (80,182,150) (71,839,906)
                                                -----------  -----------
           Total stockholders' equity             1,062,171    4,001,193
                                                -----------  -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $ 3,771,258  $ 4,508,920
                                                ===========  ===========

See notes to consolidated financial statements.






CEL-SCI CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 2002, 2001, AND 2000
--------------------------------------------------------------------------------

                                              2002           2001         2000


GRANT REVENUE AND OTHER                  $  384,939      $  293,871  $   40,540

OPERATING EXPENSES:
  Research and development                4,699,909       7,762,213   5,186,065
  Depreciation and amortization             226,514         209,121     220,994
  General and administrative              1,754,332       3,432,437   3,513,889
                                         ----------     -----------   ---------


           Total operating expenses       6,680,755      11,403,771   8,920,948
                                         ----------    ------------   ---------

NET OPERATING LOSS                       (6,295,816)    (11,109,900) (8,880,408)
INTEREST INCOME                              85,322         376,221     402,011
INTEREST EXPENSE                         (2,131,750)              -           -
                                        ------------   ------------  ----------
NET LOSS                                 (8,342,244)    (10,733,679) (8,478,397)

ACCRUED DIVIDENDS ON PREFERRED STOCK       (202,987)        (53,153)          -

ACCRETION OF BENEFICIAL CONVERSION
  FEATURE ON PREFERRED STOCK             (1,444,757)       (317,419)          -
                                        ------------   ------------- ----------
NET LOSS ATTRIBUTABLE TO COMMON
  STOCKHOLDERS                         $ (9,989,988)   $(11,104,251)$(8,478,397)
                                        ============   ========================

NET LOSS PER COMMON SHARE (BASIC)      $      (0.35)   $      (0.51)$     (0.44)
                                        ============   ========================

NET LOSS PER COMMON SHARE (DILUTED)    $      (0.35)   $      (0.51)$     (0.44)
                                        ============   ========================

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING                             28,746,341     21,824,273  19,259,190
                                        ============     =========== ==========


See notes to consolidated financial statements.







CEL-SCI CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
YEARS ENDED SEPTEMBER 30, 2002, 2001, AND 2000
--------------------------------------------------------------------------------

                                            2002          2001         2000


NET LOSS                              $ (8,342,244)  $ (10,733,679) $(8,478,397)

OTHER COMPREHENSIVE LOSS--Unrealized
gain on investments                            210          61,354       55,095
                                        ----------   -------------  -----------

COMPREHENSIVE LOSS                    $ (8,342,034)  $ (10,672,325) $(8,423,302)
                                        ==========   =============  ===========





See notes to consolidated financial statements.








CEL-SCI CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 2002, 2001, AND 2000
-------------------------------------------------------------------------------


                                                                                                   

                                                                                                 Accumulated
                                    Preferred                          Additional                  Other
                                  Series E Stock       Common Stock     Paid-In     Unearned    Comprehensive  Accumulated
                                 Shares    Amount     Shares    Amount  Capital   Compensation  (Loss) Income   Deficit      Total

BALANCE, SEPTEMBER 30, 1999               $    -    17,002,341 170,023   59,672,653  $    -     $ (116,659) $(52,627,830) $7,098,187

  Exercise of stock options                          1,047,612  10,476    3,646,991                                        3,657,467
  Issuance--common stock                             2,175,258  21,753    9,958,247                                        9,980,000
  401(k) contributions                                  34,489     345       98,762                                           99,107
  Stock bonus to officer                               200,000   2,000      548,000                                          550,000
 Change in unrealized gain
 (loss) of investment securities
 available for sale                                                                                 55,095                    55,095
  Net loss                                                                                                   (8,478,397) (8,478,397)
                                 -------- --------   ---------  -------   ----------  ------     ---------- ------------ -----------

BALANCE, SEPTEMBER 30, 2000                         20,459,700  204,597   73,924,653               (61,564) (61,106,227) 12,961,459
  Exercise of warrants                               3,794,432   37,944      (37,593)                                           351
  Stock issued to employees
    for service                                        114,867    1,149      113,718                                        114,867
  Repriced options                                                           613,108  (19,636)                              593,472
  Stock options issued to
   nonemployees for services                                                 167,087                                        167,087
  Stock issued to nonemployees
   for service                                         34,546       346       34,201                                         34,547
  Exchange of common stock
   for Preferred Series E          6,288     63    (3,589,289)  (35,893)      35,830
  Conversion of Preferred
   Series E to common stock         (425)    (4)      348,841     3,488       (3,484)
  Issuance--common stock                              522,108     5,221      584,779                                        590,000
  401(k) contributions                                 66,877       669       93,036                                         93,705
  Stock bonus to officer                              200,000     2,000      260,000                                        262,000
  Costs for equity-related transactions                                     (143,970)                                      (143,970)
  Change in unrealized gain (loss) of
investment securities available for sale                                                            61,354                   61,354
  Net loss                                                                                                  (10,733,679)(10,733,679)
                                 -------- ----------- --------    -------   --------  ---------  ---------- -----------------------







CEL-SCI CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 2002, 2001, AND 2000
----------------------------------------------------------------------------


                                                                                                   

                                                                                                 Accumulated
                                    Preferred                          Additional                  Other
                                  Series E Stock       Common Stock     Paid-In     Unearned    Comprehensive  Accumulated
                                 Shares    Amount     Shares    Amount  Capital   Compensation  (Loss) Income   Deficit      Total



BALANCE, SEPTEMBER 30, 2001       5,863       59    21,952,082  219,521 75,641,365  (19,636)       (210)      (71,839,906) 4,001,193
  Exercise of warrants                                 104,500    1,045     21,668                                            22,713
  Stock issued to employees
   for service                                       1,885,600   18,856    502,038                                           520,894
  Repriced options                                                        (613,108)   19,636                               (593,472)
  Stock options issued to
   nonemployees for service                                                 (2,262)                                          (2,262)
  Stock issued to nonemployees
   for service                                          45,596      456     45,140                                           45,596
  Conversion of Preferred
   Series E to common stock      (4,671)     (47)    4,282,150   42,822    (42,775)                                               -
  Dividends on Preferred Series
   E paid in common stock                              122,760    1,227    131,875                                          133,102
  Dividend expense on Preferred
   Series E stock                                                         (202,987)                                        (202,987)
  Issuance of Series F
   convertible debt with
   warrants and beneficial                                                                                                        -
   conversion feature                                                    1,600,000                                        1,600,000
  Conversion of Series F
   convertible debt                                  5,611,344  56,113   1,403,885                                        1,459,998
  Interest on Series F convertible
   debt paid in common stock                             1,269      13         752                                              765
  Issuance of Series G
   convertible debt with warrants
   and beneficial conversion feature                                       690,709                                          690,709
  Conversion of Series G
   convertible debt                                    277,778     2,777    47,225                                           50,002
  Issuance-common stock                                150,000     1,500   148,500                                          150,000
  401(k) contributions                                 193,818     1,938    69,885                                           71,823
  Stock bonus to officer                                75,071       751    88,583                                           89,334
  Issuance of common stock
   for equity line                                   2,553,174    25,532 1,341,265                                        1,366,797
  Change in unrealized gain (loss)
   of investment securities available
   for sale                                                                                           210                       210
  Net loss                                                                                                   (8,342,244) (8,342,244)
                                ---------------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2002     1,192      $12     37,255,142   $372,551 $80,871,758  $     -     $     -  $(80,182,150) $1,062,171
                                ===================================================================================================









CEL-SCI CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2002, 2001, AND 2000


                                                                                         

                                                                 2002           2001             2000

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                              $    (8,342,244)   $  (10,733,679)  $ (8,478,397)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                               226,514           209,121        220,994
    Issuance of stock options for services                       (2,262)          167,087              -
    Repriced options                                           (593,472)          593,472              -
    Common stock bonus granted to officer                        89,334           262,000        550,000
    Issuance of common stock for services                       566,490           149,414              -
    Common stock contributed to 401(k) plan                      71,823            93,705         99,107
    Net realized (gain) loss on sale of securities               (2,758)            9,831         49,963
    Impairment loss on abandonment of patents                    39,960            30,439              -
    R&D expenses paid with note payable                         872,517                 -              -
    Amortization of deferred financing costs                    276,785                 -              -
    Amortization of discount on note payable                    262,500                 -              -
    Amortization of discount associated with                          -                 -              -
      convertible notes                                       1,539,994                 -              -
    Changes in assets and liabilities:                                -                 -              -
      Decrease (increase) in interest and other receivables       8,899            (1,124)        23,573
      Decrease (increase) in prepaid expenses                   413,935           972,318     (1,323,804)
      Decrease in advances                                            -               728         68,720
      Increase in deposits                                            -                 -       (125,000)
      Increase (decrease) in accounts payable and                     -                 -              -
        accrued expenses                                        321,297          (346,553)       389,336
      Increase in due to officer/shareholder and employees       29,131               461              -
      (Decrease) increase in deferred rent                      (10,486)            6,396         (3,499)
                                                ---------------------------------------------------------
        Net cash used in operating activities                (4,232,043)       (8,586,384)    (8,529,007)
                                                ---------------------------------------------------------

CASH FLOWS PROVIDED BY (USED IN)
  INVESTING ACTIVITIES:
  Purchases of investments                                            -                 -     (2,000,587)
  Sales and maturities of investments                           596,352         3,219,064      1,436,289
  Expenditures for property and equipment                       (15,313)         (168,537)      (284,043)
  Expenditures for patents                                      (39,439)          (35,797)       (98,500)
                                          ---------------------------------------------------------------
  Net cash provided by (used in) investing activities           541,600         3,014,730       (946,841)
                                        -----------------------------------------------------------------



                                                                     (Continued)






 CEL-SCI CORPORATION

 CONSOLIDATED STATEMENTS OF CASH FLOWS
 YEARS ENDED SEPTEMBER 30, 2002, 2001, AND 2000


                                                                                         

                                                                 2002           2001             2000

 CASH FLOWS PROVIDED BY
   FINANCING  ACTIVITIES:
   Cash proceeds from issuance of preferred and common
     stock and exercise  of warrants for cash                   172,713        590,351        13,637,467
    Cash proceeds drawn on equity line (net)                  1,366,797             --                --
   Proceeds from convertible notes                            2,900,000             --                --
   Costs for convertible notes transactions                    (453,781)            --                --
    Costs for equity-related transactions                            --       (143,970)                --
                                         -----------------------------------------------------------------

   Net cash provided by financing activities                  3,985,729        446,381        13,637,467
                                                      ----------------------------------------------------
 NET INCREASE (DECREASE) IN CASH                                295,286     (5,125,273)        4,161,619
                                                      ----------------------------------------------------
 CASH, BEGINNING OF YEAR                                      1,783,990      6,909,263         2,747,644
                                                      ----------------------------------------------------
 CASH, END OF YEAR                                         $  2,079,276   $  1,783,990    $    6,909,263
                                                      ====================================================



                                                                     (Continued)





CEL-SCI CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2002, 2001, AND 2000
--------------------------------------------------------------------------------

SUPPLEMENTAL INFORMATION ON NONCASH TRANSACTIONS       2002      2001    2000

ACCRUAL OF DIVIDENDS ON PREFERRED STOCK:

  Increase in accrued liabilities                    $202,987   $ 53,153 $    -
  Decrease in additional paid-in capital             (202,987)   (53,153)
                                                     --------   -------- ------
                                                     $      -   $      - $    -
                                                     ========   ======== ======
COMMON STOCK IN LIEU OF CASH DIVIDENDS AND INTEREST:

  Decrease in accrued liabilities                   $(133,102)  $      -  $   -
  Increase in common stock                              1,227
  Increase in additional paid-in capital              131,875
                                                    ---------   --------  -----
                                                    $       -   $      -  $   -
                                                    =========   ========  =====
CONVERSION OF PREFERRED STOCK INTO COMMON STOCK:
  Decrease in preferred stock                       $     (47)  $     (4) $   -
  Increase in common stock                              42,822     3,488
  Decrease in additional paid-in capital               (42,775) $ (3,484)
                                                    ----------  --------  -----
                                                    $        -  $      -  $   -
                                                    ==========  ========  =====
CONVERSION OF COMMON STOCK INTO PREFERRED STOCK:

  Increase in preferred stock                       $        -  $     63  $   -
  Decrease in common stock                                       (35,893)
  Increase in additional paid-in capital                          35,830
                                                    ----------  --------  -----
                                                    $        -  $      -  $   -
                                                    ==========  ========  =====
ISSUANCE OF CONVERTIBLE DEBT WITH WARRANTS
  AND BENEFICIAL CONVERSION:
  Decrease in convertible debt                    $(2,290,709)  $      -  $   -
  Increase in additional paid-in capital            2,290,709
                                                  -----------   --------  -----
                                                  $         -   $      -  $   -
                                                  ===========   ========  =====
CONVERSION OF CONVERTIBLE DEBT INTO COMMON STOCK:
  Decrease in convertible debt                    $(1,510,000)  $      -  $   -
  Increase in common stock                             58,890
  Increase in additional paid-in capital            1,451,110
                                                  -----------   --------  -----
                                                  $         -   $      -  $   -
                                                  ===========   ========  =====
CONVERSION OF INTEREST ON CONVERTIBLE DEBT
  INTO COMMON STOCK:
  Decrease in accrued liabilities                 $      (765)  $      -  $   -
  Increase in common stock                                 13
  Increase in additional paid-in capital                  752
                                                  -----------   --------  -----
                                                  $         -   $      -  $   -
                                                  ===========   ========  =====
CHANGES IN UNEARNED COMPENSATION
  FOR VARIABLE OPTIONS:
  Decrease in additional paid-in capital          $    19,636   $      -  $   -
  Decrease in unearned compensation                   (19,636)
                                                  -----------   --------  -----
                                                  $         -   $      -  $   -
                                                  ===========   ========  =====

                                                                     (Continued)




CEL-SCI CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2002, 2001, AND 2000
--------------------------------------------------------------------------------

SUPPLEMENTAL INFORMATION ON NONCASH TRANSACTIONS
                                                    2002       2001       2000

ACCRETION TO THE BENEFICIAL CONVERSION
  ON PREFERRED STOCK:
  Increase in additional paid-in capital        $1,444,757  $ 317,419   $     -
  Decrease in additional paid-in capital        (1,444,757)  (317,419)
                                                ----------  ---------   -------
                                                $        -  $       -   $     -
                                                ==========  =========   =======

EQUIPMENT COSTS INCLUDED IN ACCOUNTS PAYABLE:
  Increase in equipment costs                   $      677          -         -
  Increase in accounts payable                        (677)
                                                ----------  ---------   -------
                                                $        -  $       -   $     -
                                                ==========  =========   =======
PATENTS COSTS INCLUDED IN ACCOUNTS PAYABLE:
  Increase in patent costs                      $   17,321  $       -   $     -
  Increase in accounts payable                     (17,321)
                                                ----------  ---------   -------
                                                $        -  $       -   $     -
                                                ==========  =========   =======

                                                                     (Concluded)


See notes to consolidated financial statements.






CEL-SCI CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000
------------------------------------------------------------------------


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    CEL-SCI Corporation (the "Company") was incorporated on March 22, 1983, in
    the State of Colorado, to finance research and development in biomedical
    science and ultimately to engage in marketing products.

    Significant accounting policies are as follows:

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

    b.  Investments--Investments that may be sold as part of the liquidity
        management of the Company or for other factors are classified as
        available-for-sale and are carried at fair market value. Unrealized
        gains and losses on such securities are reported as a separate component
        of stockholders' equity. Realized gains and losses on sales of
        securities are reported in earnings and computed using the specific
        identified cost basis.

    c.  Research and Office Equipment--Research and office equipment is recorded
        at cost and depreciated using the straight-line method over estimated
        useful lives of five to seven years. Leasehold improvements are
        depreciated over the shorter of the estimated useful life of the asset
        or the terms of the lease. Repairs and maintenance are expensed when
        incurred.

    d.  Research and Development Costs--Research and development expenditures
        are expensed as incurred. The Company has an agreement with an unrelated
        corporation for the production of MULTIKINE, which is the Company's only
        product source.

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

    f.  Patents--Patent expenditures are capitalized and amortized using the
        straight-line method over 17 years. In the event changes in technology
        or other circumstances impair the value or life of the patent,
        appropriate adjustment in the asset value and period of amortization is
        made. An impairment loss is recognized when estimated future
        undiscounted cash flows expected to result from the use of the asset,
        and from disposition, is less than the carrying value of the asset. The
        amount of the impairment loss would be the difference between the
        estimated fair value of the asset and its carrying value. During the
        years ended September 30, 2002 and 2001, the Company recorded patent
        impairment charges of $39,960 and $30,439 for the net book value of
        patents abandoned during the year. These amounts are included in general
        and administrative expenses. There were no impairment charges for the
        fiscal year ended September 30, 2000.

    g.  Net Loss Per Common Share--Net loss per common share is computed by
        dividing the net loss, after increasing the loss for the effect of any
        accrued dividends on the preferred stock and the accretion of the
        beneficial conversion feature related to the preferred stock, by the



        weighted average number of common shares outstanding during the period.
        Common stock equivalents, including convertible preferred stock and
        options to purchase common stock, were excluded from the calculation for
        all periods presented as they were antidilutive.

   h.  Prepaid Expenses--The majority of prepaid expenses consist of
       manufacturing production advances and bulk purchases of laboratory
       supplies to be consumed in the manufacturing of the Company's product for
       clinical studies.

   i.  Deferred Financing Costs--Deferred financing costs are capitalized and
       expensed over the period the notes are outstanding or on a pro-rata basis
       as the notes are converted.

    j.  Income Taxes--Income taxes are accounted for using the asset and
        liability method under which deferred tax liabilities or assets are
        determined based on the difference between the financial statement and
        tax basis of assets and liabilities (i.e., temporary differences) and
        are measured at the enacted tax rates. Deferred tax expense is
        determined by the change in the liability or asset for deferred taxes.

        The difference in the Company's U.S. Federal statutory income tax rate
        and the Company's effective rate is primarily attributed to the
        recording of a valuation allowance due to the uncertainty of the amount
        of future tax benefits that will be realized because it is more likely
        than not that future taxable income will not be sufficient to realize
        such tax benefits.

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

    l.  Use of Estimates--The preparation of financial statements in conformity
        with accounting principles generally accepted in the United States of
        America requires management to make estimates and assumptions that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the financial
        statements and the reported amounts of revenues and expenses during the
        reporting period. Actual results could differ from those estimates.

    m  Reclassifications--Certain reclassifications have been made to the fiscal
       year 2001 and 2000 financial statements to conform with the current-year
       presentation.

    n.  New Accounting Pronouncements

        In June 2001, the Financial Accounting Standards Board ("FASB") issued
        Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill
        and Other  Intangible  Assets".  SFAS No. 142 provides that  intangible
        assets with finite  useful  lives be amortized  and that  goodwill and
        intangible  assets with  indefinite  lives not be  amortized  but will
        rather be tested at least  annually  for  impairment.  The  Company is
        required to adopt SFAS No. 142 on October 1, 2002.  The  Company  does
        not expect that there will be a material  impact from the  adoption of
        SFAS  No.  142  on  consolidated   financial   position,   results  of
        operations, or cash flows.

        In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
        Retirement Obligations". SFAS No. 143 addresses financial accounting and
        reporting for obligations associated with the retirement of tangible
        long-lived assets and the associated asset retirement costs. SFAS No.
        143 is effective for fiscal years beginning after June 15, 2002. The
        Company does not expect that there will be a material impact from the
        adoption of Statement of Financial Accounting Standards No. 143 on its
        consolidated financial position, results of operations or cash flows.




        In August  2001,  the FASB  issued SFAS No.  144,  "Accounting  for the
        Impairment  or Disposal of Long Lived  Assets".  SFAS No. 144 addresses
        financial  accounting  and reporting for the impairment or disposal of
        long-lived  assets.  It supersedes  SFAS No. 121,  "Accounting  for the
        Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  To Be
        Disposed Of", and the accounting and reporting provisions of Accounting
        Principles Board Statement ("APB") No. 30, "Reporting  the  Results of
        Operations  -  Reporting  the  Effects of  Disposal  of a Segment of a
        Business, and Extraordinary, Unusual and Infrequently Occurring Events
        and  Transactions",  for the  disposal of a segment of a business.  The
        Company is  required  to adopt  SFAS No.  144 on October 1, 2002.  The
        Company does not expect that there will be a material  impact from the
        adoption  of SFAS  No.  144 on its  consolidated  financial  position,
        results of operations or cash flows.

        In April  2002,  the FASB issued  SFAS No.  145,  "Rescission  of FASB
        Statements  No. 4, 44 and 64,  Amendment of FASB Statement No. 13, and
        Technical  Corrections".  SFAS No. 145 requires the  classification of
        gains and losses from  extinguishments of debt as extraordinary  items
        only if they meet certain criteria for such  classification in APB No.
        30,  "Reporting  the Results of  Operations,  Reporting  the Effects of
        Disposal of a Segment of a Business,  and Extraordinary,  Unusual, and
        Infrequently  Occurring Events and  Transactions".  Any gain or loss on
        extinguishments  of debt classified as an extraordinary  item in prior
        periods that does not meet the criteria must be  reclassified to other
        income or expense.  These  provisions  are  effective for fiscal years
        beginning  after May 15,  2002.  Additionally,  SFAS No. 145  requires
        sale-leaseback  accounting for certain lease  modifications  that have
        economic effects similar to sale-leaseback  transactions.  These lease
        provisions  are effective  for  transactions  occurring  after May 15,
        2002.  The Company  does not believe that the adoption of SFAS No. 145
        will have a material  effect on the Company's  consolidated  financial
        position, results of operations or cash flows.

        In July 2002,  the FASB  issued  SFAS No.  146, "Accounting  for Costs
        Associated  with Exit or Disposal  Activities".  SFAS No. 146  replaces
        "Emerging Issues Task Force Issue No. 94-3,  Liability  Recognition for
        Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an
        Activity  (including Certain Costs Incurred in a Restructuring)".  SFAS
        No. 146 requires  companies to recognize costs associated with exit or
        disposal  activities when they are incurred rather than at the date of
        a commitment to an exit or disposal plan. Examples of costs covered by
        the standard  include  lease  termination  costs and certain  employee
        severance costs that are associated with a restructuring, discontinued
        operation, plant closing, or other exit or disposal activity. SFAS No.
        146 is to be  applied  prospectively  to exit or  disposal  activities
        initiated  after  December 31,  2002.  The Company does not expect the
        adoption of SFAS No. 146 to have a material effect on its consolidated
        financial position, results of operations or cash flows.

2.  OPERATIONS AND FINANCING
    The Company has incurred significant costs since its inception in connection
    with the acquisition of an exclusive worldwide license to certain patented
    and unpatented proprietary technology and know-how relating to the human
    immunological defense system, patent applications, research and development,
    administrative costs, construction of laboratory facilities, and clinical
    trials. The Company has funded such costs with proceeds realized from the
    public and private sale of its common and preferred stock. The Company will
    be required to raise additional capital or find additional long-term
    financing in order to continue with its research efforts. The Company
    expects to receive additional funding from private investors subsequent to
    September 30, 2002; however, there can be no assurances that the Company
    will be able to raise additional capital or obtain additional financing. To
    date, the Company has not generated any revenue from product sales. The
    ability of the Company to complete the necessary clinical trials and obtain
    FDA approval for the sale of products to be developed on a commercial basis
    is uncertain.




    The Company plans to seek continued funding of the Company's development by
    raising additional capital. In fiscal year 2002, the Company reduced its
    discretionary expenditures. If necessary, the Company plans to further
    reduce discretionary expenditures in fiscal year 2003; however such
    reductions would further delay the development of the Company's products. It
    is the opinion of management that sufficient funds will be available from
    external financing and additional capital and/or expenditure reductions in
    order to meet the Company's liabilities and commitments as they come due
    during fiscal year 2003. Ultimately, the Company must complete the
    development of its products, obtain the appropriate regulatory approvals and
    obtain sufficient revenues to support its cost structure.

3.  INVESTMENTS

    The carrying values and estimated market values of investments
    available-for-sale at September 30, 2001, are below. There were no
    investments or associated unrealized gains or losses as of September 30,
    2002.


                                          September 30, 2001

                                        Gross       Gross       Market Value
                           Amortized    Unrealized  Unrealized  at September 30,
                           Cost         Gains       Losses      2001

Fixed income mutual funds  $ 593,594    $     -     $  (210)    $  593,384
                           ----------------------------------------------------
Total                      $ 593,594    $     -     $  (210)    $  593,384
                           ====================================================

The gross realized gains and losses of sales of investments available-for-sale
for the years ended September 30, 2002, 2001, and 2000, are as follows:


                                            2002         2001             2000

Realized gains                            $  2,758    $  14,997     $        -

Realized losses                                  -      (24,828)       (49,963)
                                     -------------------------------------------

Net realized gain (loss)                  $  2,758    $  (9,831)    $  (49,963)
                                        =======================================

4.  RESEARCH AND OFFICE EQUIPMENT

    Research and office equipment at September 30, 2002 and 2001, consist of the
    following:
                                                    2002         2001

Research equipment                              $2,192,054    $2,177,553
Furniture and equipment                            265,685       265,581
Leasehold improvements                              43,041        41,656
                                                ----------    ----------
                                                 2,500,780     2,484,790

Less:  Accumulated depreciation
        and amortization                        (2,027,225)   (1,864,182)
                                                ----------    ----------
Net research and office equipment               $  473,555    $  620,608
                                                ==========    ==========



5.  INCOME TAXES

    The approximate tax effect of each type of temporary difference and
    carryforward that gave rise to the Company's deferred tax assets and
    liabilities at September 30, 2002 and 2001, are as follows:

                                                    2002           2001

   Depreciation                                 $  (17,244)   $   (23,140)

   Prepaid expenses                               (171,626)      (300,068)

   Net operating loss carryforward               31,578,427     27,611,749

   Compensation expense for repriced options              -        225,282

   Other                                              7,870          9,422
   Less:  Valuation allowance                   (31,397,427)   (27,523,245)
                                         --------------------------------------
   Net deferred                                $          -   $          -
                                         ======================================

    The Company has available for income tax purposes net operating loss
    carryforwards of approximately $72,739,064, expiring from 2003 through 2021.
    In the event of a significant change in the ownership of the Company, the
    utilization of such carryforwards could be substantially limited.

    For fiscal years 2002, 2001 and 2000, the Company's statutory tax rate was
    35%, and its effective tax rate was 0%. The difference between the rates was
    primarily attributable to net operating loss carryforwards and
    non-recognition of deferred taxes due to the valuation allowance.

6.  STOCK OPTIONS, BONUS PLAN, AND WARRANTS

    Non-Qualified Stock Option Plan--At September 30, 2002, the Company has
    collectively authorized the issuance of 5,760,000 shares of common stock
    under the Non-Qualified Plan. Options typically vest over a three-year
    period and expire no later than ten years after the grant date. Terms of the
    options are to be determined by the Company's Compensation Committee, which
    administers all of the plans. The Company's employees, directors, officers,
    and consultants or advisors are eligible to be granted options under the
    Non-Qualified Plan.



    Information regarding the Company's Non-Qualified Stock Option Plan is
    summarized as follows:

                                         Outstanding        Exercisable
                                      --------------------------------------
                                                 Weighted           Weighted
                                                 Average            Average
                                                 Exercise           Exercise
                                        Shares    Price     Shares   Price

Options outstanding, October 1, 1999   2,374,057  $2.80   1,595,934   $3.09

   Options granted                       262,500   3.09
   Options exercised                    (789,085)  3.41
   Options forfeited                     (46,266)  2.34
                                       ---------

Options outstanding, September 30,
2000                                   1,801,206   3.18   1,547,445   3.19

   Options granted                     1,673,500   1.20
   Options exercised                           -      -
   Options forfeited                    (114,640)  2.82
                                       ---------

Options outstanding, September 30,
2001                                   3,360,066   1.29   1,640,047   1.38

   Options granted                       860,000   0.44
   Options exercised                           -      -
   Options forfeited                    (146,632)  1.50
                                       ---------

Options outstanding, September 30,
2002                                   4,073,434   1.10   3,159,938  1.25
                                      ==========

    At September 30, 2002, options outstanding and exercisable were as follows:



                                                              

                                Weighted         Weighted                   Weighted
                                 Average         Average                    Average
                                Exercise         Exercise                   Exercise
Range of            Number       Price -         Remaining      Number        Price
Exercise Prices   Outstanding   Outstanding  Contractual Life  Exercisable  Exercisable

$0.16 - $0.24         20,000        $0.16       9.05 years             -      $      -
$0.33 - $0.50        435,000        $0.33       9.54 years             -      $      -
$0.54 - $0.81        291,500        $0.54       9.51 years             -      $      -
$1.05 - $1.58      2,526,766        $1.07       3.03 years     2,384,269      $   1.07
$1.67 - $2.51        773,568        $1.81       2.06 years       749,069      $   1.81
$3.25 - $4.88         25,800        $3.34       4.84 years        25,800      $   3.34
$6.25 - $9.38            800        $6.25       6.00 years           800      $   6.25



    During March 2000, the Company agreed to restore and vest 40,000 options at
    prices ranging from $5.25 to $5.62, to one former Director and one Director
    as part of a settlement agreement. The options will expire on September 25,
    2006. As of September 30, 2002, 20,000 options had been exercised.

    In October 2000 and April 2001, the Company  extended the expiration  dates
    on approximately  1,056,000 options from the Nonqualified Stock Option Plan
    with exercise  prices ranging from $2.38 to $5.25.  The options  originally
    expired from October 2000 to January 2001 but were  extended to  expiration
    dates  ranging from October 2001 to January  2002.  Each of these two dates
    was considered a new  measurement  date with respect to all of the modified
    options;  however,  on each date the exercise price of the options exceeded
    the fair market value of the Company's  common  stock,  and  therefore,  no
    compensation  expense was recorded.  As of September 30, 2002,  all options
    remain outstanding.




    In July 2001, the Company repriced 1,298,098 outstanding employee and
    director stock options under the Nonqualified Plans that were priced over
    $2.00 down to $1.05. In accordance with Financial Interpretation No. 44 (FIN
    44), such repriced options are considered to be variable options. During the
    year ended September 30, 2001, compensation charges of $364,532 were
    recorded in the consolidated statement of operations and unearned
    compensation of $11,916 was recorded on the consolidated balance sheet as of
    September 30, 2001. The compensation expense was originally determined based
    upon the difference between the fair market value of the Company's common
    stock at the date of modification and the exercise price of each stock
    option. On September 30, 2001, the incremental compensation expense was
    determined based on the difference between the fair market value of the
    stock on September 30, 2001, and the exercise price, less the previously
    recorded expense. During the year ended September 30, 2002, the change in
    the market value of the Company's common stock resulted in the reversal of
    $364,532 of compensation expense. Changes in the fair market value of the
    Company's stock may result in future changes to compensation expense. As of
    September 30, 2002, all options remain outstanding.

    In November 2001, the Company extended the expiration date on 242,000
    options at $1.05 from the Nonqualified Plans. The options were to expire
    between June 2002 and October 2002 and were extended by one year to June
    2003 through October 2003. The options had originally been granted between
    October 1989 to December 1995. These dates were considered a new measurement
    date with respect to all of the modified options. In addition, in February,
    April, and July of 2002, the Company modified options outstanding to
    employees who had been terminated in conjunction with their change in
    employee status so that all options vested on the date of termination. These
    dates were considered a new measurement date with respect to all of the
    newly vested options. At each of the dates of modification, the exercise
    price of the options exceeded the fair market value of the Company's common
    stock and no compensation expense was recorded.

    Incentive Stock Option Plan--At September 30, 2002, the Company has
    collectively authorized the issuance of 2,100,000 shares of common stock
    under the Incentive Stock Option Plan. Options vest after a one-year to
    three-year period and expire no later than ten years after the grant date.
    Terms of the options are to be determined by the Company's Compensation
    Committee, which administers all of the plans. Only the Company's employees
    and directors are eligible to be granted options under the Incentive Plan.


    Information regarding the Company's Incentive Stock Option Plan is
    summarized as follows:

                                            Outstanding         Exercisable
                                         ------------------- ------------------
                                                    Weighted          Weighted
                                                    Average           Average
                                                    Exercise          Exercise
                                           Shares    Price    Shares   Price


Options outstanding, October 1, 1999      976,850    $ 3.71   20,688    $3.86

  Options granted                         140,000      3.77
  Options exercised                       (68,418)     4.47
  Options forfeited                        (1,666)     3.38
                                          --------

Options outstanding, September 30, 2000
                                         1,046,766     3.62   722,435    3.98

  Options granted                          130,000     1.24
  Options exercised                              -        -
  Options forfeited                         (6,666)    3.36
                                         ---------

Options outstanding, September 30, 2001
                                         1,170,100     1.65   862,103    2.33

  Options granted                           81,000     1.08
  Options exercised                              -        -
  Options forfeited                              -        -
                                          --------

Options outstanding, September 30, 2002  1,251,100     1.62  1,062,769   1.69
                                         =========



    At September 30, 2002, options outstanding and exercisable were as follows:


                                                              

                                Weighted         Weighted                   Weighted
                                 Average         Average                    Average
                                Exercise         Exercise                   Exercise
Range of            Number       Price -         Remaining      Number        Price
Exercise Prices   Outstanding   Outstanding  Contractual Life  Exercisable  Exercisable

$1.00 - $1.50     1,006,066      $ 1.08           5.63 years     835,068    $   1.07
$1.85 - $2.78        81,167      $ 2.00           3.70 years      67,834    $   2.03
$2.87 - $4.31        33,167      $ 3.35           1.37 years      33,167    $   3.35
$4.50 - $6.75       129,600      $ 5.06           5.69 years     125,600    $   5.08
$9.00 - $13.50        1,100      $10.09           3.73 years       1,100    $  10.09




    During fiscal year 2001, the Company extended the expiration date on 50,000
    options at $2.87 from the Incentive  Stock Option Plan. The options were to
    expire November 1, 2001, and were extended to November 1, 2002. The options
    had  originally  been  granted  in  November  1991.  November  1,  2001 was
    considered a new measurement date;  however,  the exercise price on all the
    options  modified  exceeded the fair market value of the  Company's  common
    stock, and  therefore,  no  compensation  expense was recorded.  All options
    remain outstanding as of September 30, 2002.

    In July 2001, the Company repriced 816,066 outstanding employee and director
    stock options under the Incentive Stock Option Plan that were priced over
    $2.00 down to $1.05. In accordance with FIN 44, such repriced options are
    considered to be variable options. During the year ended September 30, 2001,
    compensation charges of $228,940 were recorded in the consolidated statement
    of operations and unearned compensation of $7,720 was recorded on the
    consolidated balance sheet as of September 30, 2001. The compensation
    expense was originally determined based upon the difference between the fair
    market value of the Company's common stock at the date of modification and
    the exercise price of each stock option. On September 30, 2001, the



    incremental compensation expense was determined based on the difference
    between the fair market value of the stock on September 30, 2001, and the
    exercise price, less the previously recorded expense. During the year ended
    September 30, 2002, this charge was completely reversed as the stock price
    declined. As of September 30, 2002, all options remain outstanding. Changes
    in the fair market value of the Company's common stock will result in future
    changes in compensation expenses.

    In November 2001, the Company extended the expiration date on 56,000 options
    at $1.05 from the Incentive Stock Option Plans. The options were to expire
    between November 2002 and December 2002, and were extended by one year to
    November 2003 to December 2003. The options had originally been granted
    between November 1999 and December 1992. This date was considered a new
    measurement date with respect to the modified options. In addition, in
    February, April, and July of 2002, the Company modified options outstanding
    to employees who had been terminated in conjunction with their change in
    employee status so that all options vested on the date of termination. At
    each of the dates of modification, the exercise price of the options
    exceeded the fair market value of the Company's common stock and no
    compensation expense was recorded.

    Stock Bonus Plan--At September 30, 2002, the Company has authorized the
    issuance of 1,440,000 shares of common stock under the Stock Bonus Plan. All
    employees, directors, officers, consultants, and advisors are eligible to be
    granted shares. During the year ended September 30, 2002, 327,530 shares
    with related expenses of $186,594 were issued under the Plan and recorded in
    the consolidated statement of operations.

    Other Options and Warrants--In connection with the 1992 public offering,
    5,175,000 common stock purchase warrants were issued and outstanding at
    September 30, 1997. Every ten warrants entitled the holder to purchase one
    share of common stock at a price of $15.00 per share. Subsequently, the
    expiration date of the warrants was extended to February 1998. Effective
    June 1, 1997, the exercise price of warrants was lowered from $15 to $6 and
    only five warrants, rather than 10 warrants, were required to purchase one
    share of common stock. Subsequent to September 30, 1997, warrant holders who
    tendered five warrants and $6.00 between January 9, 1998, and February 7,
    1998, would receive one share of the Company's common stock and one new
    warrant. The new warrants would permit the holder to purchase one share of
    the Company's common stock at a price of $10.00 per share prior to February
    7, 2000. During fiscal year 1998, the expiration date of the original
    warrants was extended to July 31, 1998, and 582,025 original warrants were
    tendered for 116,405 common shares. As of September 30, 1999, the 4,592,975
    original warrants had expired. In January 2001, the Company extended the
    expiration date on the remaining 116,405 warrants to August 2001 and
    repriced them from $10.00 to $3.00 per share. In July 2001, the Company
    extended the expiration date further to February 2002. The incremental value
    at the date of these modifications collectively of $43,842 is considered a
    deemed dividend and is recorded as an addition to additional paid-in capital
    and also a charge to additional paid-in capital since the Company is in an
    accumulated deficit position. In January 2002, the Company extended the
    expiration date further to February 6, 2003. The additional incremental
    value at the date of the modification of $5,997 is considered a deemed
    dividend and is recorded as an addition to additional paid-in capital and
    also a charge to additional paid-in capital since the Company is in an
    accumulated deficit position. The deemed dividend was valued using the
    Black-Scholes pricing methodology. All warrants remained outstanding as of
    September 30, 2002.

    During fiscal year 1995, the Company granted a consultant options to
    purchase 17,858 shares of the Company's common stock. These shares became
    exercisable on November 2, 1995, and were to expire November 1, 1999. In
    February 2000, the Company extended the expiration date on the options by
    one year to February 6, 2001. All outstanding options expired during the
    year ended September 30, 2001.



    During fiscal year 1997, the Company granted four consultants options to
    purchase a total of 268,000 shares of the Company's common stock. The fair
    value of the options is expensed over the life of the consultants'
    contracts. Of the 268,000 options, 218,000 options became exercisable during
    fiscal year 1997 at prices ranging from $2.50 to $4.50. The remaining 50,000
    options became exercisable during fiscal year 1998 at $5.00. During fiscal
    year 1997, 50,000 options were exercised at $3.50. During fiscal year 1998,
    114,500 options were exercised at prices ranging from $3.50 to $4.50. During
    fiscal year 1999, 18,500 options were exercised at prices ranging from $3.50
    to $4.50. In December 1999, the Company extended the expiration date on
    10,000 options exercisable at $3.25 per share to June 30, 2000.
    Subsequently, the expiration date was extended to June 30, 2001. On June 30,
    2001, these 10,000 options expired. During fiscal year 2000, 25,000 options
    were exercised at prices ranging from $2.50 to $3.94. At September 30, 2000,
    60,000 options related to the four consultants remained outstanding at
    prices ranging from $3.50 to $5.00. In September 2002, the remaining 50,000
    options at $5.00 expired. During fiscal year 1998, the Company granted seven
    consultants options to purchase a total of 282,000 shares of the Company's
    common stock. The fair value of the options were expensed over the life of
    the consultant's contracts. All remaining options expired during the year
    ended September 30, 2001.

    In connection with the December 1997 private offering of common stock, the
    Company issued to the underwriters warrants to purchase 50,000 shares of
    common stock at $8.63 per share. The warrants were exercisable at any time
    prior to December 22, 2000, at which time they expired.

    During fiscal year 1999, the Company granted a consultant options to
    purchase a total of 50,000 shares of the Company's common stock. The fair
    value of the options is expensed over the life of the consultant's contract.
    All 50,000 options became exercisable during fiscal year 1999 at $2.50 per
    share. At September 30, 2002, all 50,000 options remained outstanding.

    In January 1999, the Company revised the terms of 23,500 and 125,000 options
    granted to consultants in fiscal years 1997 and 1998, respectively. During
    fiscal year 2000, all 120,000 options to purchase shares were exercised at
    $2.50 per share.

    During fiscal year 2001, the Company granted options to consultants to
    purchase a total of 180,000 shares of the Company's common stock at exercise
    prices ranging from $1.05 to $1.63 expiring from June to July of 2006. As of
    September 30, 2002, all options were outstanding. The fair value of 30,000
    options was expensed immediately. The fair value of the remaining 150,000
    options was expensed on a monthly basis as the options were earned and vest
    over a period of one year. Total compensation of $77,206 was expensed for
    these options. The compensation expense was determined using the Black-
    Scholes pricing methodology with the following assumptions:

              Expected stock risk volatility     98% to 104%
              Risk-free interest rate          3.12% to 4.12%
              Expected life of option             3 Years
              Expected dividend yield               -0-



    In connection with the April 2001 common stock purchase agreement discussed
    in Note 12, the Company issued 200,800 common stock purchase warrants. Each
    warrant entitles the holder to purchase one share of common stock at $1.64
    per share, expiring in April 2004. The warrants have a relative fair value
    of $200,000 calculated using the Black Scholes pricing methodology with the
    following assumptions:

              Expected stock risk volatility                98%
              Risk-free interest rate                     3.12%
              Expected life of warrant                  3 Years
              Expected dividend yield                       -0-

    The fair value of the warrants has been recorded as an addition to
    additional paid-in capital and also a charge to additional paid-in capital
    since the Company is in an accumulated deficit position.

    In August 2001, the Company issued 272,108 common stock purchase warrants in
    connection with a private offering of common stock as discussed in Note 12.
    Each warrant entitles the holder to purchase one share of common stock at
    $1.75 per share, expiring July 2004. The warrants have a relative fair value
    of $224,000 calculated using the Black Scholes pricing methodology with the
    following assumptions:

              Expected stock risk volatility       98%
              Risk-free interest rate            3.12%
              Expected life of warrant         3 Years
              Expected dividend yield              -0-

    The fair value of the warrants has been recorded as an addition to
    additional paid-in capital and also a charge to additional paid-in capital
    since the Company is in an accumulated deficit position.

    Warrants were issued in connection with the issuance of the convertible
    notes in December 2001 and January 2002. The Series F warrants will allow
    the holders to purchase up to 960,000 shares of the Company's common stock
    at a price equal to 110% of the closing price per share at any time prior to
    the date which is seven years after the closing of the transaction. The
    warrant price is adjustable if the Company sells any additional shares of
    its common stock or convertible securities for less than fair market value
    or at an amount lower than the exercise price of the Series F warrants. The
    warrant price is adjusted every three months to an amount equal to 110% of
    the conversion price on such date, provided that the adjusted price is lower
    than the warrant exercise price on that date. If the warrant exercise price
    is adjusted, the number of shares of common stock issuable upon exercise of
    the warrant will also be adjusted accordingly. On the date that the
    registration statement was declared effective by the Securities and Exchange
    Commission (SEC), and every three months following the effective date, the
    warrant exercise price will be adjusted to an amount equal to 110% of the
    conversion price of the convertible notes on such date, provided that the
    adjusted price is lower than the warrant exercise price on that date. In
    accordance with the terms of the warrants, the exercise price was adjusted
    to $0.65 per share on January 17, 2002. On April 17, 2002, the price was
    adjusted to $0.24, on July 17, the price was adjusted to $0.19, and on
    October 17, 2002 the price was adjusted to $0.153. As of September 30, 2002,
    $1,460,000 of the notes had been converted into 5,611,344 shares of common
    stock. As of November 30, 2002, all convertible notes had been converted
    into a total of 6,592,461 shares of the Company's common stock. In addition,
    104,500 warrants were exercised during the year ended September 30, 2002,



    for proceeds of $22,713. As of September 30, 2002, 855,500 warrants remained
    outstanding.

    Warrants were also issued in connection with the issuance of the convertible
    notes in July and September 2002. The Series G warrants will allow the
    holders to purchase up to 900,000 shares of the Company's common stock at a
    price equal to $0.25 per share at any time prior to July 12, 2009. If the
    Company sells any additional shares of common stock, or any securities
    convertible into common stock at a price below the then applicable warrant
    exercise price, the warrant exercise price will be lowered to the price at
    which the shares were sold or the lowest price at which the securities are
    convertible, as the case may be. The warrant exercise price will be adjusted
    every three months to an amount equal to 110% of the conversion price on
    such date, provided that the adjusted price is lower than the warrant
    exercise price on that date. If the warrant exercise price is adjusted, the
    number of shares of common stock issuable upon the exercise of the warrant
    will be increased by the product of the number of shares of common stock
    issuable upon the exercise of the warrant immediately prior to the sale
    multiplied by the percentage by which the warrant exercise price is reduced.
    In accordance with the terms of the warrants, the exercise price was
    adjusted to $0.18 on December 9, 2002. As of September 30, 2002, all
    warrants remain outstanding.

    In October 1996, the FASB issued SFAS No. 123, "Accounting for Stock-Based
    Compensation". This statement encourages but does not require  companies to
    account for employee  stock  compensation  awards based on their  estimated
    fair value at the grant date with the  resulting
    cost charged to operations.  The Company has elected to continue to account
    for its employee stock-based  compensation using the intrinsic value method
    prescribed in APB No. 25,  "Accounting for Stock Issued to Employees, and
    related Interpretations".  If the Company had elected to recognize
    compensation  expense  based on the fair value of the awards  granted,
    consistent  with  the  provisions  of SFAS No.  123,  the Company's net loss
    and net loss per common share would have been increased to the pro forma
    amounts indicated below:

                                           Year Ended September 30,
                                   ---------------------------------------
                                       2002         2001         2000
                                               (In Thousands)

Net loss:
  As reported                      $(8,342,244) $(10,733,679)  $(8,478,397)
  Pro forma                         (9,926,665)  (12,308,073)   (8,908,999)

Net loss per common share:
  As reported                           $(0.35)     $ (0.51)     $   (0.44)
  Pro forma                              (0.40)       (0.58)         (0.46)


    The weighted average fair value at the date of grant for options granted
    during fiscal years 2002, 2001, and 2000, was $0.49, $0.90, and $2.57, per
    option, respectively.

    The fair value of each option grant is estimated on the date of grant using
    the Black-Scholes option-pricing model with the following assumptions:

                                             2002          2001          2000

        Expected stock risk volatility     90 to 93%     98 to 109%       98%
        Risk-free interest rate          4.10 to 4.12%  3.12 to 4.12%    6.32%
        Expected life options               5 years     1 to 6 years  4.91 years
        Expected dividend yield                -             -            -

    The effects of applying SFAS No. 123 in this pro forma disclosure are not
    necessarily indicative of the effect on future amounts.

    The Company's stock options are not transferable, and the actual value of
    the stock options that an employee may realize, if any, will depend on the
    excess of the market price on the date of exercise over the exercise price.
    The Company has based its assumption for stock price volatility on the
    variance of monthly closing prices of the Company's stock. The risk-free
    rate of return used equals the yield on one- to three-year zero-coupon U.S.
    Treasury issues on the grant date. No discount was applied to the value of
    the grants for nontransferability or risk of forfeiture.

7.  EMPLOYEE BENEFIT PLAN

    The Company maintains a defined contribution retirement plan, qualifying
    under Section 401(k) of the Internal Revenue Code, subject to the Employee
    Retirement Income Security Act of 1974, as amended, and covering
    substantially all Company employees. Prior to January 1, 1998, the Company
    contributed an amount equal to 50% of each employee's contribution not to
    exceed 3% of the participant's salary. Effective January 1, 1998, the plan
    was amended such that the Company's contribution is now made in shares of
    the Company's common stock as opposed to cash. Each participant's
    contribution is matched by the Company with shares of common stock that have
    a value equal to 100% of the participant's contribution, not to exceed the
    lesser of $10,000 or 6% of the participant's total compensation. The
    Company's contribution of common stock is valued each quarter based upon the
    closing price of the Company's common stock. The expense for the years ended
    September 30, 2002, 2001, and 2000, in connection with this plan was
    $71,823, $93,705, and $99,107, respectively.

8.  OPTIONAL SALARY ADJUSTMENT PLAN

    In July 2001, the Company issued an "Optional Salary Adjustment Plan" (the
    "Plan"). The terms of the Plan allow certain employees the option to forgo
    salary increments of $6,000 in exchange for stock options for the period
    beginning from July 16, 2001, through October 15, 2001. In accordance with
    the Plan, employees will receive 40,000 stock options for each salary
    increment of $6,000. The total amount of options to be granted under the
    Plan is limited to 1,200,000. For the year ended September 30, 2001, 900,000
    options were issued in lieu of compensation in the amount of $135,000.
    Additionally, 180,000 options were issued in lieu of compensation of $27,000
    related to the year ended September 30, 2002. No compensation expense was
    recorded for the options since such options were issued with exercise prices
    equal to the fair market value of the Company's common stock on the date of
    grant.

9.  LEASE COMMITMENTS

    Operating Leases--The future minimum annual rental payments due under
    noncancelable operating leases for office and laboratory space are as
    follows:

   Year Ending September 30,
        2003                                          $202,649
        2004                                            57,395
                                                      --------

        Total minimum lease payments                  $260,044
                                                      ========

    Rent expense for the years ended September 30, 2002, 2001, and 2000, was
    $229,428, $220,903, and $233,559, respectively.




10. NOTE PAYABLE

    On November 15, 2001, the Company signed an agreement with Cambrex
    Bioscience, Inc., (Cambrex) in which Cambrex provided manufacturing space
    and support to the Company during November and December 2001 and January
    2002. In exchange, the Company signed a note with Cambrex to pay a total of
    $1,172,517, to Cambrex. In December 2001, the note was amended to extend the
    due date to January 2, 2003. Unpaid principal will begin accruing interest
    on November 16, 2002, at the Prime Rate plus 3%. The note is collateralized
    by certain equipment. The imputed interest on this note has been capitalized
    and is being expensed over the life of the loan. As shown in the
    consolidated balance sheet, this liability is recorded at September 30,
    2002, along with an unamortized discount of $37,500 representing imputed
    interest. Interest expense of $262,500 has been recorded on the note for the
    year ended September 30, 2002. In December 2002, the Company negotiated an
    extension of the note with Cambrex. Per the agreement, the Company will give
    Cambrex certain equipment and requires the Company to surrender a security
    deposit, which will reduce the amount owed by $225,000. The remaining
    balance is payable pursuant to a note due January 2, 2004. In addition, the
    agreement requires the Company to pay $150,000 on the note from its next
    financing agreement and 10% of all other future financing transactions,
    including draws on the equity line-of-credit. There are also conversion
    features allowing Cambrex to convert either all or part of the note into
    shares of the Company's common stock. The stock can be converted at a price
    no lower than $0.22 per share.

11. CONVERTIBLE DEBT

    In December 2001, the Company agreed to sell redeemable convertible notes
    and Series F warrants, to a group of private investors for proceeds of
    $1,600,000, less transaction costs of $276,410 of which $15,116 is included
    in deferred financing costs in the accompanying balance sheet as of
    September 30, 2002. The notes bear interest at 7% per year and will be due
    and payable December 31, 2003. Interest is payable quarterly beginning July
    1, 2002. The notes are secured by substantially all of the Company's assets
    and contain certain restrictions, including limitations on such items as
    indebtedness, sales of common stock and payment of dividends.

    The notes are convertible into shares of the Company's common stock at the
    holder's option determinable by dividing each $1,000 of note principal by
    76% of the average of the three lowest daily trading prices of the Company's
    common stock on the American Stock Exchange during the twenty trading days
    immediately prior to the closing date. The conversion price may not be less
    than a floor of $0.57; however the floor may be lowered if the Company sells
    any shares of common stock or securities convertible to common stock at a
    price below the market price of the Company's common stock. Additionally,
    the notes are required to be redeemed by the Company at 130% upon certain
    occurrences; such as failure to file a Registration Statement to register
    the notes with the Securities and Exchange Commission (SEC) or the
    effectiveness of such statement lapses, delisting of the Company's common
    stock, completion of certain mergers or business combinations, filing
    bankruptcy, and exceeding its drawdown limits under the Company's equity
    line of credit.

    So long as the notes remain outstanding, the note-holders will have a first
    right of refusal to participate in any subsequent financings involving the
    Company. If the Company enters into any subsequent financing on terms more
    favorable than the terms governing the notes and warrants, then the
    note-holders may exchange notes and warrants for the securities sold in the
    subsequent financing.

    The entire balance of the convertible notes was initially offset by a
    discount of $1,600,000 which represents the relative fair value of the
    Series F warrants of $763,000 and a beneficial conversion discount of
    $837,000. The discount on outstanding convertible notes will be amortized to
    interest expense over the two-year period. Any unamortized discount
    associated with the convertible notes is fully amortized to interest expense
    upon redemption. As of September 30, 2002, $1,460,000 of the notes had been



    converted into 5,611,344 shares of common stock. In addition, $1,512,500 of
    the discount had been amortized to interest expense as of September 30,
    2002.

    The Series F warrants allow the holders to purchase up to 960,000 shares of
    the Company's common stock at a price equal to 110% of the closing price per
    share at any time prior to the date which is seven years after the closing
    of the transaction. The warrant price is adjustable if the Company sells any
    additional shares of its common stock or convertible securities for less
    than fair market value or at an amount lower than the exercise price of the
    Series F warrants. The warrant price is adjusted every three months to an
    amount equal to 110% of the conversion price on such date, provided that the
    adjusted price is lower than the warrant exercise price on that date. If the
    warrant exercise price is adjusted, the number of shares of common stock
    issuable upon exercise of the warrant will also be adjusted accordingly. On
    the date that the registration statement which the Company has agreed to
    file is declared effective by the SEC, and every three months following the
    effective date, the warrant exercise price will be adjusted to an amount
    equal to 110% of the conversion price of the convertible notes on such date,
    provided that the adjusted price is lower than the warrant exercise price on
    that date. In accordance with the terms of the warrants, the exercise price
    was adjusted to $0.65 per share on January 17, 2002. On April 17, 2002, the
    price was adjusted to $0.24, on July 17, 2002, the price was adjusted to
    $0.19, and on October 17, 2002, the price was adjusted to $0.153. As of
    November 30, 2002, all convertible notes had been converted into a total of
    6,592,461 shares of the Company's common stock. In addition, 104,500
    warrants were exercised during the year ended September 30, 2002, for
    proceeds of $22,713. As of September 30, 2002, 855,500 warrants remained
    outstanding.

    In July and September 2002, the Company sold convertible notes, plus Series
    G warrants, to a group of private investors for $1,300,000 less transaction
    costs of $177,370, of which $161,879 is included in deferred financing costs
    in the accompanying balance sheet as of September 30, 2002. The notes bear
    interest at 7% per year and will be due and payable September 9, 2004.
    Interest is payable quarterly beginning October 1, 2002. The notes are
    secured by substantially all of the Company's assets and contain certain
    restrictions, including limitations on such items as indebtedness, sales of
    common stock and payment of dividends. At the holder's option the notes are
    convertible into shares of the Company's common stock equal in number to the
    amount determined by dividing each $1,000 of note principal to be converted
    by the Conversion Price. The Conversion Price is 76% of the average of the
    three lowest daily trading prices of the Company's common stock on the
    American Stock Exchange during the 15 trading days immediately prior to the
    conversion date. The Conversion Price may not be less than $0.18. However,
    if the Company's common stock trades for less than $0.24 per share for a
    period of 20 consecutive trading days, the $0.18 minimum price will no
    longer be applicable. The Conversion Price will decline from 76% to 60% if
    (i) on any trading day after September 9, 2002 the closing daily price of
    the Company's common stock multiplied by the total number of shares of
    common stock traded on that day is less than $29,977, (ii) the Company
    defaults in the performance of any material covenant, condition or agreement
    with the holders of the notes or, (iii) the Company's common stock is
    delisted from the American Stock Exchange.

    If the Company sells any additional shares of common stock, or any
    securities convertible into common stock at a price below the then
    applicable Conversion Price, the Conversion Price will be lowered to the
    price at which the shares were sold or the lowest price at which the
    securities are convertible, as the case may be. If the Company sells any
    additional shares of common stock, or any securities convertible into common
    stock at a price below the market price of the Company's common stock, the
    Conversion Price will be lowered by a percentage equal to the price at which
    the shares were sold or the lowest price at which the securities are
    convertible, as the case may be, divided by the then prevailing market price
    of the Company's common stock.

    So long as the notes remain outstanding, the note holders will have a first
    right of refusal to participate in any subsequent financings involving the



    Company. If the Company enters into any subsequent financing on terms more
    favorable than the terms governing the notes and warrants, then the note
    holders may exchange notes and warrants for the securities sold in the
    subsequent financing. A portion of the proceeds was initially offset by a
    discount of $690,706, which represents the relative fair value of the Series
    G warrants of $83,340 and a beneficial conversion discount of $607,366. As
    of September 30, 2002, $50,000 of the notes had been converted into 277,778
    shares of common stock. In addition, $27,496 of the discount on the debt had
    been amortized to interest expense. As of November 30, 2002, $650,000 in
    convertible notes had been converted into 4,291,818 shares of common stock.

    The Series G warrants will allow the holders to purchase up to 900,000
    shares of the Company's common stock at a price equal to $0.25 per share at
    any time prior to July 12, 2009. If the Company sells any additional shares
    of common stock, or any securities convertible into common stock at a price
    below the then applicable warrant exercise price, the warrant exercise price
    will be lowered to the price at which the shares were sold or the lowest
    price at which the securities are convertible, as the case may be. The
    warrant exercise price will be adjusted every three months to an amount
    equal to 110% of the conversion price on such date, provided that the
    adjusted price is lower than the warrant exercise price on that date. If the
    warrant exercise price is adjusted, the number of shares of common stock
    issuable upon the exercise of the warrant will be increased by the product
    of the number of shares of common stock issuable upon the exercise of the
    warrant immediately prior to the sale multiplied by the percentage by which
    the warrant exercise price is reduced. In accordance with the terms of the
    warrants, the exercise price was adjusted to $0.18 on December 9, 2002. As
    of September 30, 2002, all warrants remain outstanding.

    In connection with both the Series F and Series G convertible debt certain
    officers and directors of the Company signed a separate agreement. Pursuant
    to this agreement, the officers and directors agreed to refrain from selling
    any stock owned by them until October 18, 2002.

12. STOCKHOLDERS' EQUITY

    During December 1997, the Company issued 10,000 shares of Series D Preferred
    Stock for $10,000,000. The issuance included 550,000 Series A Warrants and
    550,000 Series B Warrants. The number of common shares issuable upon
    conversion of the Preferred Shares is determinable by dividing $1,000 by
    $8.28 prior to September 19, 1998, or at any time at which the Company's
    common stock is $3.45 or less for five consecutive days. On or after
    September 19, 1998, the number of common shares to be issued upon conversion
    is determined by dividing $1,000 by the lesser of (1) $8.28 or (2) the
    average price of the stock for any two trading days during the ten trading
    days preceding the conversion date. The Series A Warrants are exercisable at
    any time for $8.62 prior to December 22,2001, and the Series B Warrants are
    exercisable at any time for $9.31 prior to December 22, 2001. Each warrant
    entitles the holder to purchase one share of common stock. At September 30,
    1998, 998 shares of Series D Preferred Stock had been converted into 441,333
    shares of common stock. At September 30, 1999, 9,002 shares of Series D
    Preferred Stock had been converted into 4,760,127 shares of common stock.
    There are no remaining shares of Series D Preferred Stock. All Series A and
    Series B Warrants issued expired December 22, 2001. In connection with the
    Company's December 1997 $10,000,000 Series D Preferred Stock offering, the
    Series A and Series B warrants were assigned a relative fair value of
    $1,980,000 in accordance with APB No. 14, Accounting for Convertible Debt
    and Debt Issued with Stock Purchase Warrants, (APB 14) and were recorded as
    additional paid-in capital. The $1,980,000 allocated to the warrants was
    accreted immediately.

    In April 2001, the Company signed a common stock purchase agreement that
    allows the Company at its discretion to draw up to $10 million of Common
    Stock in increments of a minimum of $100,000 and the maximum of $2 million
    for general operating requirements. The Company is restricted from entering
    into any other equity line of credit arrangement and the agreement expires
    in June 2003. As discussed in Note 6, the Company issued 200,800 warrants to



    the issuer pursuant to this agreement. During the year ended September 30,
    2002, the company sold 2,553,174 shares of its common stock pursuant to this
    agreement for net proceeds of $1,366,797.

    During fiscal year 2001, the Company issued 522,108 shares of common stock
    in two private offerings of common stock. Pursuant to the private offerings,
    one of the investors also received warrants to purchase 272,108 shares of
    common stock as discussed in Note 6.

    During August 2001, three private investors exchanged shares of the
    Company's common stock and remaining Series D Warrants, which they owned,
    for 6,288 shares of the Company's Series E Preferred Stock. These investors
    also exchanged their Series A and Series C Warrants for new Series E
    Warrants as discussed in Note 6. The preferred shares are entitled to
    receive cumulative annual dividends in an amount equal to $60 per share and
    have liquidation preferences equal to $1,000 per share. Each Series E
    Preferred share is convertible into shares of the Company's common stock on
    the basis of one Series E Preferred share for shares of common stock equal
    in number to the amount determined by dividing $1,000 by the lesser of $5 or
    93% of the average closing bid prices (Conversion Price) of the Company's
    common stock for the five days prior to the date of each conversion notice.
    The Series E Preferred stock has no voting rights and is redeemable at the
    Company's option at a price of 120% plus accrued dividends until August 2003
    when the redemption price will be fixed at 100%. During the year ended
    September 30, 2002, the Company incurred $202,987 in dividends. Dividends
    paid in common stock totaled $133,103, interest expense on unpaid dividends
    was $9,404 and accrued dividends and interest payable was $78,436 at
    September 30, 2002.

    All outstanding shares of the Company's Series E Preferred Stock will be
    automatically converted after two years (the Automatic Conversion Date) into
    common shares (the Automatic Conversion Shares). The number of common shares
    for the conversion is 200% times the quotient obtained by dividing $1,000 by
    the Conversion Price. The automatic conversion is subject to suspension for
    certain occurrences. If the automatic conversion is suspended as a result of
    limitations on beneficial ownership as defined by Section 13(d) of the
    Securities and Exchange Act of 1934, the conversion price will be fixed on
    the Automatic Conversion Date and the dividends payable will be increased to
    20% until such time that conversion is permitted.

    In addition, the Company will issue a common stock purchase warrant for each
    share of the Series E Preferred stock outstanding after two years to acquire
    shares equal to 33% of the Automatic Conversion Shares at an exercise price
    of 110% of the volume weighted average price for the five trading days
    preceding the date of issuance. The issuance of the warrants is not subject
    to suspension. Since the terms of these warrants are contingent, no
    accounting has been given to such warrants in the accompanying consolidated
    financial statements as of September 30, 2002.

    The common stock, preferred stock and warrants exchanged had different
    rights, preferences and terms. However, since the equity securities were
    exchanged for equity securities, the exchange had no effect on the Company's
    total stockholders' equity. In connection with the exchange, the total
    implied value of the equity securities received was $8,957,000 of which
    $848,000 represented the relative fair value of the warrants which was
    recorded to additional paid-in capital and the remaining value of $8,109,000
    was allocated to preferred stock. The Series E Warrants were valued using
    the Black-Scholes pricing methodology with the following assumptions:

              Expected stock risk volatility     105%
              Risk-free interest rate           3.12%
              Expected life of option         3 Years
              Expected dividend yield             -0-




    Pursuant to the exchange, the holders received a beneficial conversion
    discount in the amount of $5,365,381, which is being accreted to additional
    paid-in capital over a two-year period. During the years ended September 30,
    2002 and September 30,2001, $1,444,757, and $317,419, respectively, of the
    beneficial conversion discount was accreted. During the year ended September
    30, 2001, 425 shares of the Series E Preferred Stock were converted into
    348,841 shares of common stock. During the year ended September 30, 2002,
    4,671 shares of the Series E Preferred Stock were converted into 4,282,150
    shares of common stock. At September 30, 2002, 1,192 shares of Series E
    Preferred Stock remained outstanding.

    In October 2001, the Company issued 150,000 shares of common stock in a
    private offering for proceeds of $150,000. The investor also received
    warrants which entitled the holder to purchase 75,000 shares of common stock
    at $1.50 per share, expiring October 2004.

13. NET LOSS PER COMMON SHARE

    Basic earnings per share (EPS) excludes dilution and is computed by dividing
    net income or loss attributable to common stockholders by the weighted
    average of common shares outstanding for the period. Diluted EPS reflects
    the potential dilution that could occur if securities or other contracts to
    issue common stock (convertible preferred stock, warrants to purchase common
    stock and common stock options using the treasury stock method) were
    exercised or converted into common stock. The Company had 11,118,168 and
    6,876,972 potentially dilutive securities outstanding at September 30, 2002
    and 2001, respectively, that were not included in the computation of diluted
    loss per share because to do so would have been antidilutive for all periods
    presented. The loss attributable to common stockholders includes the impact
    of the accretion of the beneficial conversion feature of Series E Preferred
    Stock and the accrual of cumulative preferred stock dividends.

                                                        2002    2001    2000

      Net loss per common share (basic and diluted)   $(0.35) $(0.51) $(0.44)
                                                      ======= ======= =======

14. SEGMENT REPORTING

    The Company adopted  SFAS  No. 131,  "Disclosure  about  Segments  of  an
    Enterprise  and Related  Information"  in the fiscal  year ended  September
    30,1999.  SFAS No. 131  establishes  standards  for  reporting  information
    regarding  operating  segments in annual financial  statements and requires
    selected  information  for  those  segments  to  be  presented  in  interim
    financial  reports issued to  stockholders.  SFAS No. 131 also  establishes
    standards  for  related   disclosures   about  products  and  services  and
    geographic  areas.  Operating  segments are  identified as components of an
    enterprise about which separate discrete financial information is available
    for evaluation by the chief operating  decision  maker, or  decision-making
    group,   in  making   decisions  how  to  allocate   resources  and  assess
    performance.  The Company's chief decision maker, as defined under SFAS No.
    131, is the Chief  Executive  Officer.  To date, the Company has viewed its
    operations as  principally  one segment,  the research and  development  of
    certain  drugs  and  vaccines.  As  a  result,  the  financial  information
    disclosed herein,  materially  represents all of the financial  information
    related to the Company's principal operating segment.

                                  ******
























 CEL-SCI CORPORATION
 INTERIM FINANICAL STATEMENTS
 MARCH 31, 2003







 Item 1.   FINANCIAL STATEMENTS



                                CEL-SCI CORPORATION
                                -------------------
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                              ------------------------
                                       ASSETS
                                    (unaudited)

                                                      March 31,   September 30,
                                                        2003           2002
  CURRENT ASSETS:

    Cash and cash equivalents                       $1,483,208      $2,079,276
    Interest and other receivables                      24,393          31,477
    Prepaid expenses                                   384,629         452,123
    Deferred financing costs                           231,818         176,995
                                                       -------         -------

          Total Current Assets                       2,124,048       2,739,871

  RESEARCH AND OFFICE EQUIPMENT-
    Less accumulated depreciation
    of $1,960,310 and $2,027,225                       334,422         473,555

  DEPOSITS                                              14,828         139,828

  PATENT COSTS- less accumulated
      amortization of
      $670,236 and $641,711                            426,756         418,004
                                                       -------         -------

                 TOTAL ASSETS                       $2,900,054      $3,771,258
                                                    ==========     ===========





                 See notes to condensed consolidated financial statements.







                                CEL-SCI CORPORATION
                                -------------------
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                             ------------------------
                                    (continued)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                    (unaudited)


                                                      March 31,   September 30,
                                                        2003          2002

CURRENT LIABILITIES:
   Accounts payable                                   $750,146        $735,646
   Accrued expenses                                    119,526         148,812
   Due to officer/shareholder and employees            180,037          29,592
   Note payable                                        782,589       1,135,017
                                                      --------       ---------
        Total current liabilities                    1,832,298       2,049,067

 CONVERTIBLE DEBT, NET                                 281,490         639,288

 DEFERRED RENT                                          12,276          20,732
                                                      --------       ----------
        Total liabilities                            2,126,064       2,709,087

 STOCKHOLDERS' EQUITY
   Series E cumulative convertible redeemable
    preferred stock $.01 par value, $1,000
    liquidation value - authorized 6,288;
    issued and outstanding, 67 and 1,192 shares
    at March 31, 2003 and September 30, 2002,
    respectively                                             1              12
   Common stock, $.01 par value; authorized,
    100,000,000 shares; issued and outstanding,
    49,269,445 and 37,255,142 shares at March 31,
    2003 and September 30, 2002, respectively          492,694         372,551
   Additional paid-in capital                       83,178,491      80,871,758
   Accumulated deficit                             (82,897,196)    (80,182,150)
                                                   -----------      ----------

           Total stockholders' equity                  773,990       1,062,171
                                                    ----------     -----------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $2,900,054     $ 3,771,258
                                                    ==========     ===========


                See notes to condensed consolidated financial statements.






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

                                                      Six Months Ended March 31,
                                                         2003           2002

 REVENUES:
   Grant revenue and other                           $  135,642     $  221,651
                                                     ----------     ----------
 EXPENSES:
   Research and development                             935,988      3,371,336
   Depreciation and amortization                         95,933        112,858
   General and administrative                         1,180,859        817,264
                                                     ----------      ---------

                       Total Operating Expenses       2,212,780      4,301,458
                                                     ----------      ---------

 NET OPERATING LOSS                                  (2,077,138)    (4,079,807)

 INTEREST INCOME                                         28,950         47,643

 INTEREST EXPENSE                                      (666,858)      (826,368)
                                                     ----------      ---------
 NET LOSS                                            (2,715,046)    (4,858,532)

 ACCRUED DIVIDENDS ON PREFERRED STOCK                    (3,921)      (143,439)

 ACCRETION OF BENEFICIAL CONVERSION
 FEATURE ON PREFERRED STOCK                             (68,301)    (1,008,465)
                                                     ----------      ---------
 NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS       ($2,787,268)   ($6,010,436)
                                                     ==========     ==========
 NET LOSS PER COMMON SHARE (BASIC)                       ($0.06)        ($0.25)
                                                     ==========     ==========
  NET LOSS PER COMMON SHARE (DILUTED)                    ($0.06)        ($0.25)
                                                     ==========     ==========
 WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                                44,852,886     23,975,508
                                                     ==========     ==========

                See notes to condensed consolidated financial statements.








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

                                                       Three Months Ended
                                                            March 31,
                                                     2003            2002
 REVENUES:
   Grant revenue and other                      $    82,687        $   70,744
                                                -----------        ----------
 EXPENSES:
   Research and development                         424,681           933,120
   Depreciation and amortization                     48,507            56,332
   General and administrative                       482,403           252,642
                                                    -------         ---------
                       Total Operating Expenses     955,591         1,242,094
                                                    -------         ---------
 NET OPERATING LOSS                                (872,904)       (1,171,350)

 INTEREST INCOME                                     11,643            22,306

 INTEREST EXPENSE                                  (170,920)         (788,868)
                                                  ---------         ---------
 NET LOSS                                        (1,032,181)       (1,937,912)

 ACCRUED DIVIDENDS ON PREFERRED STOCK                (2,004)          (62,023)

 ACCRETION OF BENEFICIAL CONVERSION
 FEATURE ON PREFERRED STOCK                          (7,048)         (428,770)
                                                   --------          --------
 NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS   ($1,041,233)      ($2,428,705)
                                                 ==========        ==========
 NET LOSS PER COMMON SHARE (BASIC)                   ($0.02)           ($0.10)
                                                 ==========         =========
  NET LOSS PER COMMON SHARE (DILUTED)                ($0.02)           ($0.10)
                                                 ==========         =========
 WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                            47,737,996        25,178,159
                                                 ==========        ==========

                See notes to condensed consolidated financial statements.







                                CEL-SCI CORPORATION
                                -------------------
              CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                         ---------------------------------
                                    (unaudited)

                                                        Six Months Ended
                                                             March 31,
                                                      2003              2002

 NET LOSS                                         ($2,715,046)     ($4,858,532)
 OTHER COMPREHENSIVE LOSS -
    Unrealized loss on investments                          -              210
                                                   ----------       ----------
 COMPREHENSIVE LOSS                               ($2,715,046)     ($4,858,742)
                                                   ==========       ==========

                                                         Three Months Ended
                                                              March 31,
                                                      2003               2002

 NET LOSS                                         ($1,032,181)     ($1,937,912)
 OTHER COMPREHENSIVE LOSS -
    Unrealized loss on investments                          -                -
                                                   ----------        ---------
 COMPREHENSIVE LOSS                               ($1,032,181)     ($1,937,912)
                                                   ==========       ==========


            See notes to condensed consolidated financial statements.








                                CEL-SCI CORPORATION
                                -------------------
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                         ---------------------------------
                                    (unaudited)
                                                    Six Months Ended March 31,
                                                      2003             2002
CASH FLOWS FROM OPERATING
  ACTIVITIES:
NET LOSS                                         $(2,715,046)      $(4,858,532)
Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization                       95,933           112,858
  Issuance of common stock for services              427,434           216,641
  Common stock contributed to 401(k) plan             22,124            42,761
  Stock bonus granted to officer                           -            75,071
  Repriced options                                         -          (593,472)
  Amortization of discount on note payable            37,500           112,500
  R&D expenses paid with note payable                      -           859,000
  Issuance of stock options for services
  Amortization of discount associated with
     convertible notes                               423,012           589,824
  Amortization of deferred financing costs           158,334            99,970
  Gain on sale of equipment                          (26,463)                -
  Impairment loss on abandonment of patents            8,432             5,816
  Impairment loss on retired equipment                 1,899                 -
  Realized loss on investments                             -            (2,758)
  Decrease (increase) in receivables                   7,084            (7,189)
  Decrease in prepaid expenses                        67,494           477,393
  Decrease in deferred rent                           (8,456)           (3,335)
  Increase in accrued expenses                        42,261            23,309
  Increase in amount due to officer/shareholder
   & employees                                       150,445                 -
  (Decrease) increase in accounts payable            (19,489)          284,112
                                                  -----------       ----------
NET CASH USED IN OPERATING ACTIVITIES             (1,327,502)       (2,566,031)
                                                  -----------       -----------

CASH FLOWS (USED IN) PROVIDED BY  INVESTING ACTIVITIES:
  Sales of investments                                     -           593,594
  Purchase of research and office equipment                -           (14,606)
  Patent costs                                       (30,679)           (5,039)
                                                    ---------         ---------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES  (30,679)          573,949
                                                    ---------         ---------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
  Cash proceeds from issuance of common stock              -           150,000
  Cash proceeds from drawdown on equity line         395,000           940,694
  Cash proceeds from exercise of warrants             22,950                 -
  Proceeds from short term loan                       25,000                 -
  Payments on short term loan                        (25,000)                -
  Payments on note payable                          (164,927)                -
  Proceeds from convertible notes                    600,000         1,600,000
  Transaction costs related to convertible notes     (90,910)         (276,410)
                                                     --------        ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES            762,113         2,414,284
                                                     --------        ----------
NET (DECREASE) INCREASE IN CASH AND
 CASH EQUIVALENTS                                   (596,068)          422,202

CASH AND CASH EQUIVALENTS:
  Beginning of period                              2,079,276         1,783,990
                                                   ---------         ----------

  End of period                                   $1,483,208        $2,206,192
                                                  ==========      =============
                                                                     (continued)

See notes to condensed consolidated financial statements.





                               CEL-SCI CORPORATION
                               -------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                        ---------------------------------
                                   (unaudited)
                                  (continued)
                                                    Six Months Ended March 31,
                                                      2003             2002


SUPPLEMENTAL INFORMATION ON NONCASH TRANSACTIONS
Accrual of dividends on preferred stock:
Increase in accrued expenses                       $  3,921         $143,439
Decrease in additional paid-in capital               (3,921)        (143,439)
                                                   ---------        ---------
                                                   $      -         $      -
                                                    ========        =========
Common stock issued in lieu of cash dividends:
Decrease in accrued expenses                       $(53,692)        $(46,229)
Increase in common stock                                496         $    426
Increase in additional paid-in capital               53,196           45,803
                                                   ---------        ---------
                                                   $      -         $      -
                                                   =========        =========

Conversion of preferred stock into common stock:
Decrease in preferred stock                        $    (11)        $    (24)
Increase in common stock                              9,206           21,929
Decrease in additional paid-in capital               (9,195)         (21,905)
                                                    --------        ---------
                                                   $      -         $      -
                                                   =========        =========

Conversion of convertible notes into common stock:
Decrease in convertible notes                     $(970,000)       $(443,497)
Increase in common stock                             65,970            8,332
Increase in additional paid-in capital              904,030          435,165
                                                  ---------         --------
                                                  $       -        $       -
                                                  =========        =========

Changes in unearned compensation for variable options:
Decrease in additional paid-in capital            $       -        $  18,234
Decrease in unearned compensation                         -          (18,234)
                                                  ---------        ---------
                                                  $       -        $       -
                                                  =========        =========

Accretion for the beneficial conversion on
 preferred stock:
Increase in additional paid-in capital            $  68,301      $ 1,008,465
Decrease in additional paid-in capital              (68,301)      (1,008,465)
                                                  ----------      -----------
                                                  $       -      $         -
                                                  ==========     ============

Surrender of deposit and sale of equipment
 to reduce note payable:
Decrease in deposits                              $ 125,000      $         -
Decrease in equipment, net                          100,000                -
Decrease in note payable                           (225,000)               -
                                                  ----------     -----------
                                                  $       -      $         -
                                                  ==========     ===========

Deferred financing costs for new convertible
 notes included in
accounts payable:
Increase in accounts payable                      $  14,570      $         -
Increase in deferred financing costs                (14,570)               -
                                                  ----------     -----------
                                                  $       -      $         -
                                                  ==========    ============
Issuance of convertible debt with warrants
 and beneficial conversion:
Decrease in convertible debt                      $(600,000)     $(1,600,000)
Increase in additional paid-in capital              600,000        1,600,000
                                                  ----------     -----------
                                                  $       -      $         -
                                                  ===========    ===========

                                                                       continued



                               CEL-SCI CORPORATION
                               -------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                        ---------------------------------
                                   (unaudited)
                                  (continued)
                                                    Six Months Ended March 31,
                                                      2003             2002

Deferred warrant costs on convertible notes:
Increase deferred financing costs                   $107,677        $      -
Increase additional paid-in capital                 (107,677)              -
                                                    --------        --------
                                                    $      -        $      -
                                                    ========        ========

Interest expense paid for with common stock:
Decrease in accrued expenses                       $ (10,229)       $      -
Increase in common stock                                 636               -
Increase in additional paid-in capital                 9,593               -
                                                   $       -        $      -
Patent costs included in accounts payable:
Increase in accounts payable                       $  19,419        $ 12,937
Increase in patent costs                             (19,419)        (12,937)
                                                   ---------        ---------
                                                   $       -        $      -
                                                   =========        ========



                                                                       concluded
See notes to condensed consolidated financial statements.





                               CEL-SCI CORPORATION

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

              THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (unaudited)



A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation

      The accompanying condensed consolidated financial statements of CEL-SCI
      Corporation and subsidiary (the Company) are unaudited and certain
      information and footnote disclosures normally included in the annual
      financial statements prepared in accordance with accounting principles
      generally accepted in the United States of America have been omitted
      pursuant to the rules and regulations of the Securities and Exchange
      Commission. While management of the Company believes that the disclosures
      presented are adequate to make the information presented not misleading,
      interim consolidated financial statements should be read in conjunction
      with the consolidated financial statements and notes in the
      Company's financial statement for the year ended September 30,
      2002 included elsewhere in this prospectus.

      In the opinion of management, the accompanying unaudited condensed
      consolidated financial statements contain all accruals and adjustments
      (each of which is of a normal recurring nature) necessary for a fair
      presentation of the financial position as of March 31, 2003 and the
      results of operations for the three and six-month period then ended. The
      condensed consolidated balance sheet as of September 30, 2002 is derived
      from the September 30, 2002 audited consolidated financial statements.
      Significant accounting policies have been consistently applied in the
      interim financial statements and the annual financial statements. The
      results of operations for the three and six-month period ended March 31,
      2003 are not necessarily indicative of the results to be expected for the
      entire year.

      Significant accounting policies are as follows:

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

      Reclassifications--Certain reclassifications have been made to the March
      31, 2002 financial statements to conform with the current period
      presentation.

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

      Investments--Investments that may be sold as part of the liquidity
      management of the Company or for other factors are classified as
      available-for-sale and are carried at fair market value. Unrealized gains
      and losses on such securities are reported as a separate component of
      stockholders' equity. Realized gains and losses on sales of securities are
      reported in earnings and computed using the specific identified cost
      basis.






                                   CEL-SCI CORPORATION

                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2002
                                       (unaudited)
                                       (continued)



      Prepaid Expenses--The majority of prepaid expenses consist of bulk
      purchases of laboratory supplies to be consumed in the manufacturing of
      the Company's product for clinical studies.

      Deferred Financing Costs--Deferred financing costs are capitalized and
      expensed over the period the notes are outstanding or on a pro-rata basis
      as the notes are converted.

     Research and Office Equipment--Research and office equipment is recorded at
     cost and depreciated using the  straight-line  method over estimated useful
     lives of five to seven years.  Leasehold  improvements are depreciated over
     the shorter of the  estimated  useful life of the asset or the terms of the
     lease. Repairs and maintenance are expensed when incurred. During the three
     and six month periods ended March 31, 2003, the Company  retired  equipment
     with a net book value of $1,899 and such  amount is included in general and
     administrative  expenses. There were no retirements of equipment during the
     three and six month periods ended March 31, 2002.

     Patents--Patent  expenditures  are  capitalized  and  amortized  using  the
     straight-line  method over 17 years.  In the event changes in technology or
     other  circumstances  impair the value or life of the  patent,  appropriate
     adjustment  in the asset  value  and  period of  amortization  is made.  An
     impairment loss is recognized when estimated future undiscounted cash flows
     expected to result from the use of the asset, and from disposition, is less
     than the carrying  value of the asset.  The amount of the  impairment  loss
     would be the  difference  between the estimated fair value of the asset and
     its carrying  value.  During the six month periods ended March 31, 2003 and
     2002, the Company recorded patent  impairment  charges of $8,432 and $5,816
     respectively for the net book value of patents abandoned during the periods
     and such amount is included in general and administrative expenses.  During
     the three month periods ended March 31, 2003 and 2002, the Company recorded
     patent impairment charges of $8,432 and $0 respectively.

      Convertible Notes--The Company initially offsets a portion of the
      convertible notes issued with a discount representing the relative fair
      value of the warrants and a beneficial conversion feature. This discount
      is amortized to interest expense over the period the notes are
      outstanding. The fair value of the warrants and the beneficial conversion
      discount are calculated based on available market data using appropriate
      valuation models. These valuations require that the Company make
      assumptions and estimates regarding the convertible notes and warrants.
      Management uses its judgment, as well as outside sources, to determine
      these assumptions and estimates.

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

      Research and Development Costs--Research and development expenditures are
      expensed as incurred. The Company has an agreement with an unrelated
      corporation for the production of MULTIKINE, which is the Company's only
      product source.

      Net Loss per Common Share--Net loss per common share is computed by
      dividing the net loss, after increasing the loss for the effect of any
      accrued dividends on the preferred stock and the accretion of




                                   CEL-SCI CORPORATION

                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2002
                                       (unaudited)
                                       (continued)

      the beneficial conversion feature related to the preferred stock, by the
      weighted average number of common shares outstanding during the period.
      Potentially dilutive common shares, including convertible preferred stock
      and options to purchase common stock, were excluded from the calculation
      because they are antidilutive.

      Stock Options--In October 1996, the Financial Accounting Standards Board
      (FASB) issued Statement of Financial Accounting Standards No. 123,
      Accounting for Stock-Based Compensation (SFAS No. 123). This statement
      encourages but does not require companies to account for employee stock
      compensation awards based on their estimated fair value at the grant date
      with the resulting cost charged to operations. The Company has elected to
      continue to account for its employee stock-based compensation using the
      intrinsic value method prescribed in Accounting Principles Board Opinion
      No. 25, Accounting for Stock Issued to Employees, and related
      Interpretations. Options to non-employees are accounted for in accordance
      with FASB's Emerging Issues Task Force (EITF) Issue 96-18 Accounting for
      Equity Instruments That Are Issued to Other Than Employees for Acquiring,
      or in Conjunction with Selling, Goods or Services. Accordingly,
      compensation is recognized when goods or services are received and is
      measured using the Black-Scholes valuation model. The Black-Scholes model
      requires management to make assumptions regarding the fair value of the
      options at the date of grant and the expected life of the options.

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

      Use of Estimates--The preparation of financial statements in conformity
      with accounting principles generally accepted in the United States of
      America requires management to make estimates and assumptions that affect
      the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements
      and the reported amounts of revenues and expenses during the reporting
      period. Actual results could differ from those estimates.

      New Accounting Pronouncements--In December 2002, the FASB issued SFAS No.
      148, "Accounting for Stock-Based Compensation - Transition and Disclosure"
      which amends Statement of Financial Accounting Standards No. 123,
      "Accounting for Stock-Based Compensation". SFAS 148 provides alternative
      methods of transition for a voluntary change to the fair value based
      method of accounting for stock-based employee compensation and requires
      more prominent and more frequent disclosures in the financial statements
      of the effects of stock-based compensation. The provisions of SFAS 148 are
      effective for fiscal years ending after December 15, 2002 and the interim
      disclosure provisions are effective for interim periods beginning after






                                   CEL-SCI CORPORATION

                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2002
                                       (unaudited)
                                       (continued)


     December  15,  2002.   The  Company  has  provided  the  required   interim
     disclosures in Note D.

     In April 2003, the FASB issued SFAS No. 149,  "Amendment of SFAS No. 133 on
     Derivative  Instruments and Hedging  Activities".  The Statement amends and
     clarifies   accounting  for  derivative   instruments,   including  certain
     derivative  instruments  embedded  in  other  contracts,  and  for  hedging
     activities  under SFAS 133.  The  amendments  set forth in SFAS 149 improve
     financial   reporting  by  requiring   that   contracts   with   comparable
     characteristics  be accounted  similarly.  In  particular,  this  Statement
     clarifies  under  what   circumstances  a  contract  with  an  initial  net
     investment  meets the  characteristics  of a  derivative  as  discussed  in
     Statement  133. In addition,  it clarifies  when a  derivative  contains a
     financing  component  that warrants  special  reporting in the statement of
     cash flows.  Statement 149 amends  certain other  existing  pronouncements.
     Those changes will result in more  consistent  reporting of contracts  that
     are derivatives in their entirety or that contain embedded derivatives that
     warrant  separate  accounting.  This  Statement is effective  for contracts
     entered into or modified after June 30, 2003 and for hedging  relationships
     designated  after  June  30,  2003.  Management  does not  expect  that the
     adoption of this pronouncement will have a material effect on the financial
     position, results of operations or cash flows of the Company.

B.    STOCKHOLDERS' EQUITY

      During the six months ended March 31, 2002, the Company issued 150,000
      units at $1.00 to a private investor. Each unit consists of one share of
      common stock and 1/2 warrant. Each warrant allows the holder to purchase
      one share of common stock at $1.50 per share at any time prior to October
      5, 2004. Also during the six-month period, 75,071 shares of common stock
      were issued to an employee from the Company's stock bonus plan. Neither of
      these transactions took place during the three month period ended March
      31, 2002.

     In addition,  during the  six-month  periods ended March 31, 2003 and 2002,
     the Company  issued stock for services to both employees and outsiders with
     a fair value of $427,434 and $216,641, respectively. During the three month
     period  ended March 31, 2003 and 2002,  the stock issued for services had a
     fair value of $160,252 and $110,764 respectively.

      During August 2001, three private investors exchanged shares of the
      Company's common stock and remaining Series D Warrants, which they owned,
      for 6,288 shares of the Company's Series E Preferred Stock. These
      investors also exchanged their Series A and Series C warrants from prior
      offerings for new Series E warrants. The preferred shares are entitled to
      receive cumulative annual dividends in an amount equal to $60 per share
      and have liquidation preferences equal to $1,000 per share. Each Series E
      Preferred share is convertible into shares of the Company's common stock
      on the basis of one Series E Preferred share for shares of common stock
      equal in number to the amount determined by dividing $1,000 by the lesser
      of $5 or 93% of the average closing bid prices of the Company's common
      stock for the 5 days prior to the date of each conversion notice. The
      lowest price at which the Series E Preferred stock can be converted is
      $1.08. The Series E Preferred stock has no voting rights and is redeemable
      at the Company's option at a price of 120% plus accrued dividends until
      August 2003, when the redemption price will be fixed at 100%. There were
      67 shares of preferred stock remaining at March 31, 2003. During the six
      months ended March 31, 2003, 1,016 preferred shares were converted into
      927,501 shares of common stock.





                                   CEL-SCI CORPORATION

                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2002
                                       (unaudited)
                                       (continued)

     In addition,  dividends were converted into an additional  49,558 shares of
     common  stock.  There were no  conversions  of preferred  shares during the
     three  months ended March 31, 2003 nor were there any  dividends  converted
     into shares of common stock.

C.    FINANCING TRANSACTIONS

      In December 2001, the Company agreed to sell redeemable convertible notes
      and Series F warrants, to a group of private investors for proceeds of
      $1,600,000, less transaction costs of $276,410. All of the deferred
      financing costs have been expensed to interest expense at March 31, 2003.
      The notes bore interest at 7% per year and were due and payable December
      31, 2003. The notes were secured by substantially all of the Company's
      assets and contained certain restrictions, including limitations on such
      items as indebtedness, sales of common stock and payment of dividends. The
      notes were convertible into shares of the Company's common stock at the
      holder's option determinable by dividing each $1,000 of note principal by
      76% of the average of the three lowest daily trading prices of the


     Company's  common stock on the American  Stock  Exchange  during the twenty
     trading days immediately prior to the closing date. In addition,  the notes
     were  required  to  be  redeemed  by  the  Company  at  130%  upon  certain
     occurrences.  As of November 30, 2002, all of the notes were converted into
     6,592,461  shares of common stock.  The Series F warrants allow the holders
     to purchase up to 960,000  shares of the Company's  common stock at a price
     equal to 110% of the closing  price per share at any time prior to the date
     which is seven  years  after the  closing of the  transaction.  The warrant
     price is  adjustable  if the  Company  sells any  additional  shares of its
     common stock or  convertible  securities for less than fair market value or
     at an amount  lower than the exercise  price of the Series F warrants.  The
     warrant price is adjusted  every three months to an amount equal to 110% of
     the  conversion  price on such date,  provided  that the adjusted  price is
     lower than the warrant  exercise  price on that date.  The warrant price is
     currently  $0.153.  During the  six-month  period  ending  March 31,  2003,
     150,000  warrants were  exercised for proceeds of $22,950.  As of March 31,
     2003, 705,500 warrants remain outstanding.

      In July and September 2002, the Company sold convertible notes, plus
      Series G warrants, to a group of private investors for $1,300,000 less
      transaction costs of $177,370, of which $33,137 is included in deferred
      financing costs in the accompanying balance sheet as of March 31, 2003.
      The notes bear interest at 7% per year and will be due and payable
      September 9, 2004. Interest is payable quarterly beginning October 1,
      2002. The notes are secured by substantially all of the Company's assets
      and contain certain restrictions, including limitations on such items as
      indebtedness, sales of common stock and payment of dividends. At the
      holders' option the notes are convertible into shares of the Company's
      common stock equal in number to the amount determined by dividing each
      $1,000 of note principal to be converted by the conversion price. The
      conversion price is 76% of the average of the three lowest daily trading
      prices of the Company's common stock on the American Stock Exchange during
      the 15 trading days immediately prior to the conversion date. If the
      Company sells any additional shares of common stock, or any securities
      convertible into common stock at a price below the then applicable
      conversion price, the conversion price will be lowered to the price at
      which the shares were sold or the lowest price at which the securities are
      convertible. As of March 31, 2003, $880,000 of the notes had been
      converted into 5,895,060 shares of common stock. In addition, $327,807 of
      the discount had been amortized to interest expense. The Series G warrants
      allow the holders to purchase up to 900,000 shares of the Company's common
      stock at a price equal to 110% of the conversion price on such date,
      provided that the adjusted price is lower than the warrant exercise price
      on that date. The warrant price is currently $0.145. As of March 31, 2003,
      all warrants remain outstanding.




                                   CEL-SCI CORPORATION

                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2002
                                       (unaudited)
                                       (continued)

     In  January  2003,  the  Company  sold  convertible  notes,  plus  Series H
     warrants,  to a group of private  investors for $1,350,000 less transaction
     costs of approximately  $100,570,  of which $90,094 is included in deferred
     financing costs in the accompanying balance sheet as of March 31, 2003. The
     first funds, totaling $600,000, were received in January and the balance of
     $750,000 will be received when the  registration  statement  filed with the
     SEC to  register  shares  associated  with the Series H notes and  warrants
     becomes  effective.  The notes bear interest at 7% per year and will be due
     and payable January 7, 2005.  Interest will be payable quarterly  beginning
     on April 7,  2003.  The  notes  are  secured  by  substantially  all of the
     Company's assets and contain certain restrictions, including limitations on
     such items as indebtedness, sales of common stock and payment of dividends.
     At the  holders'  option  the  notes  are  convertible  into  shares of the
     Company's common stock equal in number to the amount determined by dividing
     each $1,000 of note principal to be converted by the conversion  price. The
     conversion  price is 76% of the average of the three lowest  daily  trading
     prices of the Company's  common stock on the American Stock Exchange during
     the 15  trading  days  immediately  prior to the  conversion  date.  If the
     Company  sells any  additional  shares of common stock,  or any  securities
     convertible  into  common  stock  at a  price  below  the  then  applicable
     conversion  price,  the  conversion  price  will be lowered to the price at
     which the shares were sold or the lowest price at which the  securities are
     convertible.  As of March 31, 2003,  none of the notes had been  converted.
     The Series H warrants allow the holders to purchase up to 1,100,000  shares
     of the  Company's  common stock at a price equal to 110% of the  conversion
     price on such date,  provided  that that  adjusted  price is lower than the
     warrant  exercise  price  on that  date.  The  warrant  exercise  price  is
     currently $0.25. See Note F for subsequent event disclosure.

     On  November  15,  2001,  the  Company  signed an  agreement  with  Cambrex
     Bioscience,  Inc. ("Cambrex") in which Cambrex provided manufacturing space
     and support to the Company  during  November and December  2001 and through
     January 10, 2002.  In exchange,  the Company  signed a note with Cambrex to
     pay a total of  $1,172,517  to  Cambrex.  Pursuant to an  amendment  to the
     agreement in December 2002, which extended the original  maturity date from
     January 2, 2003 to January 2, 2004, the remaining balance at March 31, 2003
     is $782,589.  Payment of $225,000 was made in December  2002 by the sale of
     certain  equipment to Cambrex and the surrender of a security  deposit held
     by Cambrex.  Unpaid principal began accruing  interest on November 16, 2002
     and carries an interest rate of the prime rate plus 3%. Accrued interest at
     March 31, 2003 totals  $23,225.  In addition,  the  agreement  required the
     Company to pay $150,000 on the note from its next  financing  agreement and
     10% of all other  future  financing  transactions,  including  draws on the
     equity line of credit.  There are also conversion features allowing Cambrex
     to  convert  either  all or part of the note into  shares of the  Company's
     common stock. The stock can be converted at a price no lower than $0.22 per
     share.  Pursuant to the  agreement,  the Company made  payments  during the
     quarter ended March 31, 2003 totaling  $164,927,  which  includes  $150,000
     paid in January 2003 and payments  related to equity line draws of $14,927.
     The  payments on the note during the six month  period ended March 31, 2003
     totaled  $389,927.  As of March 31, 2003, there have been no conversions to
     common stock.

     In April 2001, the Company  signed an equity line of credit  agreement with
     Paul Revere  Capital with up to  $10,000,000  of funding  prior to June 22,
     2003.  During  this  twenty-four  month  period,  the Company may request a



                               CEL-SCI CORPORATION

                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2002
                                       (unaudited)
                                       (continued)

     drawdown  under the equity  line of credit by selling  shares of its common
     stock to Paul  Revere  Capital  Partners  and  they  will be  obligated  to
     purchase  the shares.  The  Company  may  request a drawdown  once every 22
     trading  days,  although the Company is under no  obligation to request any
     drawdowns under the equity line of credit.  If CEL-SCI  maintains a balance
     of less than  $1,000,000 in its bank account in any month, it may draw down
     the  maximum  amount  allowable  for such month  under its  equity  line of
     credit.  If CEL-SCI maintains a balance greater than $1,000,000 in its bank
     account  in any  month,  it may only draw down a maximum  of  $235,000  per
     month.  During the six-month  period ended March 31, 2003, the Company sold
     2,075,107 shares of common stock to Paul Revere Capital for net proceeds of
     $395,000.  During the  six-month  period ended March 31, 2002,  the Company
     sold  1,072,311  shares of common  stock for  proceeds  of $940,694 to Paul
     Revere  Capital.  During the  three-month  period  ended March 31, 2003 and
     2002,  619,827  shares of common  stock were sold for  $107,364 and 794,627
     shares of common stock were sold for $641,799, respectively.

D.    EMPLOYEE OPTIONS

      In October 1996, the FASB issued SFAS No. 123, "Accounting for Stock-Based
      Compensation". This statement encourages but does not require companies to
      account for employee stock compensation awards based on their estimated
      fair value at the grant date with the resulting cost charged to
      operations. The Company has elected to continue to account for its
      employee stock-based compensation using the intrinsic value method
      prescribed in APB No. 25, "Accounting for Stock Issued to Employees, and
      related Interpretations". If the Company had elected to recognize
      compensation expense based on the fair value of the awards granted,
      consistent with the provisions of SFAS No. 123, the Company's net loss and
      net loss per common share would have been increased to the pro forma
      amounts indicated below:

                                                      Six Months Ended
                                               March 31, 2003    March 31, 2002

      Net loss:

      Net loss, as reported                      $(2,715,046)     $(4,858,532)

      Add:  Reversal of compensation
      expense for stock-based performance
      awards included in reported net loss,
      net of related tax effects                           0         (593,472)

      Add:  Total stock-based
      employee compensation expense
      determined under fair-value-based
      method for all awards, net of
      related tax effects                           (573,350)        (626,650)
                                                  ----------         --------

      Pro forma net loss                         $(3,288,396)     $(6,078,654)
                                                 ===========      ===========



                               CEL-SCI CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

               THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (unaudited)
                                   (continued)

      Net loss per common share, basic and diluted:

            As reported                          $    (0.06)      $    (0.25)
                                                 ==========       ==========
            Pro forma                            $    (0.07)      $    (0.30)
                                                 ==========       ==========


                                                     Three Months Ended
                                              March 31, 2003   March 31, 2002
                                              --------------   --------------

      Net loss:

      Net loss, as reported                     $(1,032,181)     $(1,937,132)

      Add:  Reversal of compensation expense for
      stock-based performance awards
      included in reported net loss,
      net of related tax effects                          0         (386,904)

      Add:  Total stock-based
      employee compensation expense
      determined under fair-value-based
      method for all awards, net of
      related tax effects                          (289,051)        (321,162)
                                                   --------         --------

      Pro forma                                 $(1,321,232)     $(2,645,198)
                                                ===========      ===========

      Net loss per common share:

            As reported                         $     (0.02)     $     (0.10)
                                                ===========      ===========
            Pro forma                           $     (0.03)     $     (0.12)
                                                ===========      ===========

      The fair value of each option grant is estimated on the date of grant
      using the Black-Scholes option -pricing model with risk volatilities
      ranging from 90-103%, risk-free interest rate ranging from 4.10 to 6.69%
      and the expected life of the options is 5 years.






                                   CEL-SCI CORPORATION

                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2002
                                       (unaudited)
                                       (continued)

E.    OPERATIONS AND FINANCING

      The Company has incurred significant costs since its inception in
      connection with the acquisition of an exclusive worldwide license to
      certain patented and unpatented proprietary technology and know-how
      relating to the human immunological defense system, patent applications,
      research and development, administrative costs, construction of laboratory
      facilities, and clinical trials. The Company has funded such costs with
      proceeds realized from the public and private sale of its common and
      preferred stock. The Company will be required to raise additional capital
      or find additional long-term financing in order to continue with its
      research efforts. The Company expects to receive additional funding from
      private investors subsequent to March 31, 2003; however, there can be no
      assurances that the Company will be able to raise additional capital or
      obtain additional financing. To date, the Company has not generated any
      revenue from product sales. The ability of the Company to complete the
      necessary clinical trials and obtain FDA approval for the sale of products
      to be developed on a commercial basis is uncertain. The Company plans to
      seek continued funding of the Company's development by raising additional
      capital. In fiscal year 2002 and for the six month period ended March 31,
      2003, the Company reduced its discretionary expenditures. If necessary,
      the Company plans to further reduce discretionary expenditures in fiscal
      year 2003; however, such reductions would further delay the development of
      the Company's products. It is the opinion of management that sufficient
      funds will be available from external financing and additional capital
      and/or expenditure reductions in order to meet the Company's liabilities
      and commitments as they come due during fiscal year 2003. Ultimately, the
      Company must complete the development of its products, obtain the
      appropriate regulatory approvals and obtain sufficient revenues to support
      its cost structure.

F.    SUBSEQUENT EVENTS

      The Company received two grants in April 2003 and one in May 2003. The
      first, totaling $1.1 million and announced on April 4, 2003, was awarded
      by the United States government to Northeastern Ohio Universities College
      of Medicine and CEL-SCI Corporation. It is intended to support the
      development of the Company's new compound, CEL-1000, as a possible
      treatment for viral encephalitis, a potentially lethal inflammation of the
      brain. The grant was awarded following a peer review process and will fund
      pre-clinical studies leading up to toxicology studies. The grant is for a
      period of three years. The second grant, announced on April 23, 2003, is a
      Phase I Small Business Innovation Research (SBIR) grant from the National
      Heart, Lung and Blood Institute (NHLBI), National Institutes of Health
      (NIH), in the amount of $134,000 for the further development of a
      potential treatment for autoimmune myocarditis, a heart disease. The work
      will be done in conjunction with scientists at Johns Hopkins Medical
      Institutions in Baltimore, Maryland. The third grant was announced on May
      7, 2003. This grant for $162,000 is a Phase I SBIR grant from the National
      Institutes of Allergy and Infectious Diseases (NIAID), NIH for the further
      development of CEL-1000 against Herpes Simplex.

      The Series H note and warrant agreement originally allowed the Company 90
      days to have a registration statement to register the shares associated
      with the notes and warrants go effective. On May 8, 2003, the Company and
      the holders amended the note and warrant purchase agreement to extend the
      registration statement filing period from 90 days to 180 days, thereby
      curing the event of default.







      No dealer salesman or other person has been authorized to give any
information or to make any representations, other than those contained in this
prospectus. Any information or representation not contained in this prospectus
must not be relied upon as having been authorized by CEL-SCI. This prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any state or other jurisdiction to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of CEL-SCI
since the date of this prospectus.




                                TABLE OF CONTENTS

                                                                    Page
Prospectus Summary........................................           2
Risk Factors..............................................           4
Comparative Share Data....................................           9
Market for CEL-SCI's Common Stock.........................          12
Management's Discussion and Analysis of.
  Financial Condition and Results of Operations...........          13
Business..................................................          22
Management................................................          30
Principal Shareholders....................................          40
Selling Shareholders......................................          42
Description of Securities.................................          46
Legal Proceedings.........................................
Experts...................................................          51
Indemnification...........................................          51
Additional Information....................................          51
Financial Statements......................................          F-1



                                  Common stock

                               CEL-SCI CORPORATION


                                   PROSPECTUS