SCHEDULE 14A

                            SCHEDULE 14A INFORMATION
                      Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934



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Filed by Party other than the Registrant    [ ]

Check the appropriate box:

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


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

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


Payment of Filing Fee (Check the appropriate box):

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

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

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

       ---------------------------------------------------------------

    2) Aggregate number of securities to which transaction applies:

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

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

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD April 15, 2011
To the Shareholders:

     Notice is hereby  given that the  annual  meeting  of the  shareholders  of
CEL-SCI Corporation ("CEL-SCI") will be held at 4820-C Seton Drive, on April 15,
2011, at 10:30 a.m. local time, for the following purposes:

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

     (2) to approve the adoption of CEL-SCI's 2011 Incentive Stock Option Plan
which provides that up to 2,000,000 shares of common stock may be issued upon
the exercise of options granted pursuant to the Incentive Stock Option Plan;

     (3) to approve the adoption of CEL-SCI's 2011 Non-Qualified Stock Option
Plan which provides that up to 2,000,000 shares of common stock may be issued
upon the exercise of options granted pursuant to the Non-Qualified Stock Option
Plan;

     (4) to approve the adoption of CEL-SCI's 2011 Stock Bonus Plan which
provides that up to 2,000,000 shares of common stock may be issued to persons
granted stock bonuses pursuant to the Stock Bonus Plan;

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

     (6) to ratify the appointment of BDO USA, LLP as CEL-SCI's independent
registered public accounting firm for the fiscal year ending September 30, 2011;

     (7) to approve on an advisory basis, compensation of CEL-SCI's executive
officers;

    (8) to approve on an advisory basis, the frequency of advisory votes on the
compensation of CEL-SCI's executive officers and

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



      February 22, 2011 is the record date for the determination of shareholders
entitled to notice of and to vote at such meeting. Shareholders are entitled to
one vote for each share held. As of February 22, 2011, there were 207,087,157
outstanding shares of CEL-SCI's common stock.

                                       CEL-SCI CORPORATION


February 25, 2011                      Geert R. Kersten, Chief Executive Officer




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

                    TO SAVE THE COST OF FURTHER SOLICITATION,
                              PLEASE VOTE PROMPTLY

                                       2



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

                                 PROXY STATEMENT


     The  accompanying  proxy is solicited by CEL-SCI's  directors for voting at
the annual meeting of  shareholders to be held on April 15, 2011, and at any and
all adjournments of such meeting. If the proxy is executed and returned, it will
be  voted  at  the  meeting  in  accordance  with  any  instructions,  and if no
specification  is made,  the proxy will be voted for the  proposals set forth in
the accompanying notice of the annual meeting of shareholders.  Shareholders who
execute  proxies may revoke  them at any time  before they are voted,  either by
writing to CEL-SCI at the  address  shown  above or in person at the time of the
meeting.  Additionally,  any later dated proxy will revoke a previous proxy from
the same shareholder.  This proxy statement was mailed to shareholders of record
on or about March 4, 2011.

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

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

PRINCIPAL SHAREHOLDERS

     The following  table lists, as of February 22, 2011, the  shareholdings  of
(i) each person owning  beneficially  5% or more of CEL-SCI's  common stock (ii)
each officer who received  compensation in excess of $100,000  during  CEL-SCI's
most recent fiscal year and (iii) all officers and directors as a group.  Unless
otherwise  indicated,  each owner has sole voting and investment powers over his
shares of common stock.

                                       3


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

Maximilian de Clara                   6,508,356                   3.1%
Bergstrasse 79
6078 Lungern,
Obwalden, Switzerland

Geert R. Kersten                      9,427,002(2)                4.4%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Patricia B. Prichep                   3,029,217                   1.4%
8229 Boone Blvd., Suite 802
Vienna, VA  22182


Eyal Talor, Ph.D.                     1,823,381                   0.9%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Daniel H. Zimmerman, Ph.D.           1,535,093                    0.7%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

John Cipriano                          480,027                   0.2%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Alexander G. Esterhazy                 841,489                   0.4%
20 Chemin du Pre-Poiset
CH- 1253 Vandoeuvres
Geneve, Switzerland

C. Richard Kinsolving, Ph.D.         1,017,247                   0.5%
P.O. Box 20193
Bradenton, FL 34204-0193

Peter R. Young, Ph.D.                  842,757                   0.4%
5458 Beacon Hill Drive
Frisco, TX 75034

All Officers and Directors          25,504,569                  11.3%
as a Group (9 persons)

(1)  Includes shares issuable prior to June 30, 2011 upon the exercise of
     options or warrants granted to the following persons:

                                       4


                                          Options or Warrants Exercisable
      Name                                   Prior to  February 28, 2011
      ----                                -------------------------------
      Maximilian de Clara                        6,157,122
      Geert R. Kersten                           6,046,609
      Patricia B. Prichep                        2,198,596
      Eyal Talor, Ph.D.                          1,372,152
      Daniel Zimmerman                           1,197,000
      John Cipriano                                293,334
      Alexander G. Esterhazy                       608,332
      C. Richard Kinsolving, Ph.D.                 715,000
      Peter R. Young, Ph.D.                        594,999

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

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

ELECTION OF DIRECTORS

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

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

     All of  CEL-SCI's  directors  have served as  directors  for a  significant
period  of time.  Consequently,  their  long-standing  experience  with  CEL-SCI
qualifies them to be directors.

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

Name                     Age    Position
----                     ---    --------
Maximilian de Clara       81    President and Chairman of the Board of Directors
Geert R. Kersten, Esq.    52    Chief Executive Officer, Treasurer and a
                                Director
Patricia B. Prichep       60    Senior Vice President of Operations and
                                Secretary
Dr. Eyal Talor            55    Chief Scientific Officer
Dr. Daniel H. Zimmerman   70    Senior  Vice  President of  Research, Cellular
                                Immunology
John Cipriano             69    Senior Vice President of Regulatory Affairs

                                       5


Name                        Age    Position
----                        ---    --------
Alexander G. Esterhazy      69     Director
Dr. C. Richard Kinsolving   75     Director
Dr. Peter R. Young          66     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 SEC.

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

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

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

     Patricia B. Prichep joined  CEL-SCI in 1992 and has been  CEL-SCI's  Senior
Vice President of Operations  since March 1994.  Between December 1992 and March
1994,  Ms.  Prichep was CEL-SCI's  Director of  Operations.  Ms.  Prichep became
CEL-SCI's Corporate Secretary in May 2000. She is responsible for all day-to-day
operations  of the Company,  including  human  resources and is the liaison with
CEL-SCI's independent registered public accounting firm for financial reporting.
From June 1990 to  December  1992,  Ms.  Prichep  was the Manager of Quality and

                                       6


Productivity for the NASD's Management,  Systems and Support Department. She was
responsible  for the  internal  auditing and work flow  analysis of  operations.
Between 1982 and 1990, Ms. Prichep was Vice President and Operations Manager for
Source  Capital,  Ltd. She handled all operations and compliance for the company
and was licensed as a securities  broker. Ms. Prichep received her B.A. from the
University of Bridgeport in Connecticut.

     Eyal Talor,  Ph.D.  joined  CEL-SCI in October 1993.  In October 2009,  Dr.
Talor was promoted to Chief Scientific  Officer.  Prior to this promotion he was
the Senior Vice president of Research and Manufacturing  since March of 1994. He
is a clinical immunologist with over 19 years of hands-on management of clinical
research and drug  development for  immunotherapy  application;  pre-clinical to
Phase  III,  in  the   biopharmaceutical   industry.   His  expertise  includes;
biopharmaceutical R&D and Biologics product development, GMP (Good Manufacturing
Practices) manufacture,  Quality Control testing, and the design and building of
GMP  manufacturing  and  testing  facilities.  He served as Director of Clinical
Laboratories  (certified  by the State of Maryland)  and has  experience  in the
design of  clinical  trials  (Phase I - III) and GCP (Good  Clinical  Practices)
requirements.  He  also  has  broad  experience  in  the  different  aspects  of
biological  assay  development,  analytical  methods  validation,  raw  material
specifications,  and QC (Quality Control) tests development under FDA/GMP,  USP,
and  ICH  guidelines.   He  has  extensive  experience  in  the  preparation  of
documentation for IND and other regulatory  submissions.  His scientific area of
expertise  encompasses immune response  assessment.  He is the author of over 25
publications  and has  published  a number of reviews on immune  regulations  in
relation to clinical  immunology.  Before coming to CEL-SCI,  he was Director of
R&D and  Clinical  Development  at CBL,  Inc.,  Principal  Scientist  -  Project
Director,  and Clinical Laboratory  Director at SRA Technologies,  Inc. Prior to
that he was a full time faculty member at The Johns Hopkins University,  Medical
Intuitions; School of Public Health. He holds two US patents; one on Multikine's
composition of matter and method of use in cancer, and one on a platform Peptide
technology (`Adapt') for the treatment of autoimmune diseases,  asthma, allergy,
and  transplantation  rejection.  He  also  has  numerous  product  and  process
inventions  as well as a number of pending US and PCT  patent  applications.  He
received his Ph.D. in Microbiology and Immunology from the University of Ottawa,
Ottawa, Ontario, Canada, and had post-doctoral training in clinical and cellular
immunology at The John Hopkins University, Baltimore, Maryland, USA. He holds an
Adjunct  Associate  teaching  position at the Johns Hopkins  University  Medical
Institutions.

     Daniel H.  Zimmerman,  Ph.D.,  has been CEL-SCI's  Senior Vice President of
Cellular  Immunology  between  1996 and December  2008 and again since  November
2009.  He joined  CEL-SCI in January  1996 as the Vice  President  of  Research,
Cellular Immunology.  Dr. Zimmerman founded CELL-MED, Inc. and was its president
from 1987-1995.  From 1973-1987,  Dr. Zimmerman  served in various  positions at
Electronucleonics,  Inc. His positions  included:  Scientist,  Senior Scientist,
Technical  Director  and Program  Manager.  Dr Zimmerman  held various  teaching
positions at Montgomery  College between 1987 and 1995. Dr. Zimmerman holds over
a dozen US patents as well as many foreign equivalent  patents. He is the author
of over 40  scientific  publications  in the area of immunology  and  infectious
diseases.  He has been awarded numerous grants from NIH and DOD. From 1969-1973,
Dr.  Zimmerman was a Senior Staff Fellow at NIH. For the following 25 years,  he
continued on at NIH as a guest worker. Dr

                                       7


Zimmerman received a Ph.D. in Biochemistry in 1969, a Masters in Zoology in 1966
from the  University  of  Florida  and a B.S.  in  Biology  from Emory and Henry
College in 1963.

     John  Cipriano,  has been  CEL-SCI's  Senior Vice  President of  Regulatory
Affairs  between March 2004 and December 2008 and again since October 2009.  Mr.
Cipriano  brings to CEL-SCI  over 30 years of  experience  in both  biotech  and
pharmaceutical  companies.  In addition,  he held positions at the United States
Food and Drug  Administration  (FDA) as Deputy  Director,  Division of Biologics
Investigational  New Drugs,  Office of Biologics Research and Review and was the
Deputy  Director,  IND  Branch,  Division  of  Biologics  Evaluation,  Office of
Biologics.  Mr. Cipriano  completed his B.S. in Pharmacy from the  Massachusetts
College of Pharmacy  in Boston,  Massachusetts  and his M.S.  in  Pharmaceutical
Chemistry from Purdue University in West Lafayette, Indiana.

     Alexander G.  Esterhazy has been a Director of CEL-SCI since  December 1999
and has been an independent  financial advisor since November 1997. Between July
1991 and October  1997,  Mr.  Esterhazy was a senior  partner of Corpofina  S.A.
Geneva,  a firm  engaged in  mergers,  acquisitions  and  portfolio  management.
Between January 1988 and July 1991, Mr. Esterhazy was a managing  director of DG
Bank in  Switzerland.  During  this  period Mr.  Esterhazy  was in charge of the
Geneva,  Switzerland branch of the DG Bank, founded and served as vice president
of DG Finance  (Paris)  and was the  President  and Chief  Executive  officer of
DG-Bourse, a securities brokerage firm.

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

     Peter R. Young, Ph.D. has been a Director of CEL-SCI since August 2002. Dr.
Young has been a senior  executive  within the  pharmaceutical  industry  in the
United  States and Canada for most of his career.  Over the last 20 years he has
primarily held positions of Chief Executive  Officer or Chief Financial  Officer
and has extensive  experience with  acquisitions  and equity  financings.  Since
November 2001, Dr. Young has been the President of Agnus Dei, LLC, which acts as
a partner in an organization managing immune system clinics which treat patients
with diseases such as cancer,  multiple  sclerosis and hepatitis.  Since January
2003,  Dr.  Young has been the  President  and Chief  Executive  Officer  of SRL
Technology, Inc., a company involved in the development of pharmaceutical (drug)
delivery  systems.  Between  1998 and 2001,  Dr.  Young was the Chief  Financial
Officer of Adams  Laboratories,  Inc.  Dr. Young  received his Ph.D.  in Organic
Chemistry from the  University of Bristol,  England  (1969),  and his Bachelor's
degree in Honors  Chemistry,  Mathematics and Economics also from the University
of Bristol, England (1966).

                                       8


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

     CEL-SCI's  Board of Directors  does not have a "leadership  structure",  as
such, since each director is entitled to introduce  resolutions to be considered
by the  Board  and each  director  is  entitled  to one  vote on any  resolution
considered by the Board.  CEL-SCI's Chief Executive  Officer is not the Chairman
of CEL-SCI's Board of Directors.

     CEL-SCI's  Board of Directors has the ultimate  responsibility  to evaluate
and respond to risks facing CEL-SCI.  CEL-SCI's Board of Directors  fulfills its
obligations in this regard by meeting on a regular basis and communicating, when
necessary, with CEL-SCI's officers.

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

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

     If a violation of this code of ethics act is discovered  or suspected,  the
Senior  Officer  must  (anonymously,  if  desired)  send a detailed  note,  with
relevant  documents,  to CEL-SCI's Audit  Committee,  c/o Dr. Peter Young,  5458
Beacon Hill Drive, Frisco, Texas 75034.

     CEL-SCI's  Board of  Directors  met two times  during the fiscal year ended
September 30, 2010. All of the Directors attended both of these meetings, either
in person or by telephone  conference  call, with the exception of Maximilian de
Clara. In addition,  the Board of Directors had a number of informal  telephonic
meetings during the course of the year.

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

     CEL-SCI does not have any policy  regarding the  consideration  of director
candidates recommended by shareholders since a shareholder has never recommended
a nominee to the Board of Directors and under Colorado law, any  shareholder can
nominate  a person  for  election  of a  director  at the  annual  shareholders'
meeting.  However,   CEL-SCI's  Board  of  Directors  will  consider  candidates
recommended  by  shareholders.  To submit a candidate for the Board of Directors
the  shareholder  should  send the name,  address  and  telephone  number of the
candidate, together with any relevant background or biographical information, to
CEL-SCI's  Chief  Executive  Officer,  at the address shown on the cover page of
this proxy statement.  The Board has not established any specific qualifications
or skills a nominee  must meet to serve as a director.  Although  the Board does
not have any process for identifying and evaluating director nominees, the Board
does not believe there would be any differences in the manner in which the Board
evaluates nominees submitted by shareholders as opposed to nominees submitted by
any other person.

                                       9


     CEL-SCI does not have a policy with regard to Board member's  attendance at
annual  meetings.  All Board members,  with the exception of Maximilian de Clara
and Alexander Esterhazy,  attended the last annual shareholder's meeting held on
July 16, 2010.

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

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

Executive Compensation

Compensation Discussion and Analysis

     This  Compensation   Discussion  and  Analysis  (CD&A)  outlines  CEL-SCI's
compensation philosophy, objectives and process for its executive officers. This
CD&A includes  information on how  compensation  decisions are made, the overall
objectives  of CEL-SCI's  compensation  program,  a  description  of the various
components  of  compensation  that  are  provided,  and  additional  information
pertinent to understanding CEL-SCI's executive officer compensation program.

     The Compensation  Committee  determines the compensation of CEL-SCI's Chief
Executive Officer and President and delegates to the Chief Executive Officer the
responsibility to determine the base salaries of all officers other than himself
under  the  constraints  of  an  overall  limitation  on  the  total  amount  of
compensation to be paid to them.

Compensation Philosophy

     CEL-SCI's  compensation  philosophy  extends  to all  employees,  including
executive officers, and is designed to align employee and shareholder interests.
The philosophy's  objective is to pay fairly based upon the employee's position,
experience  and  individual  performance.  Employees  may  be  rewarded  through
additional   compensation  when  CEL-SCI  meets  or  exceeds  targeted  business
objectives. Generally, under CEL-SCI's compensation philosophy, as an employee's
level  of  responsibility  increases,  a  greater  portion  of his or her  total
potential compensation becomes contingent upon annual performance.

        A substantial portion of an executive's compensation incorporates
performance criteria that support and reward achievement of CEL-SCI's long term
business goals.

     The fundamental principles of CEL-SCI's compensation philosophy are
described below:

        o   Market-driven. Compensation programs are structured to be
            competitive both in their design and in the total compensation that
            they offer.

                                       10


        o   Performance-based. Certain officers have some portion of their
            incentive compensation linked to CEL-SCI's performance. The
            application of performance measures as well as the form of the
            reward may vary depending on the employee's position and
            responsibilities.

     Based on a review of its  compensation  programs,  CEL-SCI does not believe
that such  programs  encourage  any of its employees to take risks that would be
likely to have a  material  adverse  effect on  CEL-SCI.  CEL-SCI  reached  this
conclusion based on the following:

              o   The salaries paid to employees are consistent with the
                  employees' duties and responsibilities.
              o   Employees who have high impact relative to the expectations of
                  their job duties and functions are rewarded.
              o   CEL-SCI retains employees who have skills critical to its long
                  term success.

Review of Executive Officer Compensation

     CEL-SCI's  current policy is that the various  elements of the compensation
package are not interrelated in that gains or losses from past equity incentives
are not factored into the determination of other compensation.  For instance, if
options that are granted in a previous year become underwater the next year, the
Committee does not take that into consideration in determining the amount of the
options or  restricted  stock to be granted  the next  year.  Similarly,  if the
options  or  restricted  shares  granted  in a previous  year  become  extremely
valuable, the Committee does not take that into consideration in determining the
options or restricted stock to be awarded for the next year.

     CEL-SCI does not have a policy with regard to the adjustment or recovery of
awards or  payments if our  relevant  performance  measures  upon which they are
based are restated or otherwise  adjusted in a manner that would reduce the size
of an award or payment.

Components of Compensation--Executive Officers

     CEL-SCI's  executive  officers are compensated  through the following three
components:

        o     Base Salary
        o     Long-Term Incentives (stock options and/or grants of stock)
        o     Benefits

      These components provide a balanced mix of base compensation and
compensation that is contingent upon each executive officer's individual
performance. A goal of the compensation program is to provide executive officers
with a reasonable level of security through base salary and benefits. CEL-SCI
wants to ensure that the compensation programs are appropriately designed to
encourage executive officer retention and motivation to create shareholder

                                       11


value. The Compensation Committee believes that CEL-SCI's stockholders are best
served when CEL-SCI can attract and retain talented executives by providing
compensation packages that are competitive but fair.

     In  past  years,  base  salaries,   benefits  and  incentive   compensation
opportunities  were generally  targeted near the median of general survey market
data derived from indices covering similar biotech/pharmaceutical companies. The
companies included Achillion Pharmaceuticals,  Inc., Acura Pharmaceutical, Inc.,
Alimera  Sciences,  Inc.,  Amorfix Life Sciences Ltd.,  Antigenics,  Inc.,  ARCA
biopharma (ARCA Discovery),  ARYx  Therapeutics,  Inc., Avanir  Pharmaceuticals,
Bellus Health,  Inc.,  Cadence  Pharmaceuticals,  Inc.  ,Capstone  Therapeutics,
Chelsea Therapeutics,  Inc., Cortex Pharmaceuticals,  Inc., EpiCept Corp., EXACT
Sciences  Corp.,  Helix  BioPharma,  IGI  Laboratories  Inc.,  Inhibitex,  Inc.,
Isotechnika Pharma Inc., Medicis Technologies Corp.,  NeurogesX,  Inc., Novavax,
Inc.,  Orbus  Pharma  Inc.,   Orexigen   Therapeutics   Inc.,   OXiGENE,   Inc.,
Pharmacyclics,  Inc.,  Quest  PharmaTech  Inc.,  Reata  Pharmaceuticals,   Inc.,
Resverlogix  Corp.,   SCOLR  Pharma,   Inc.,   StemCells,   Inc.  and  Threshold
Pharmaceuticals, Inc. CEL-SCI has not used third party consultants to provide it
with recommendations or reports.

 Base Salaries

     Base salaries  generally have been targeted to be competitive when compared
to  the  salary   levels  of  persons   holding   similar   positions  in  other
pharmaceutical companies and other publicly traded companies of comparable size.
Each executive officer's respective responsibilities,  experience, expertise and
individual performance are considered.

     A  further  consideration  in  establishing  compensation  for  the  senior
employees is their long term history with CEL-SCI.  Taken into consideration are
factors  that have  helped  CEL-SCI  survive  in times  when it was  financially
extremely weak, such as:  willingness to accept salary cuts,  willingness not to
be paid at all for extended time periods, and in general an attitude that helped
CEL-SCI survive during financially difficult times. For example, Geert
Kersten,  Maximilian  de Clara and  Patricia  Prichep  were  without  any salary
between  September  2008 and June 2009.  Other senior  members took  substantial
salary cuts, all geared towards helping CEL-SCI  survive.  In all of these cases
the officers continued to work without any guarantee of payment.

Long-Term Incentives

     Stock  grants and option  grants help to align the  interests  of CEL-SCI's
employees  with those of its  shareholders.  Options  and stock  grants are made
under CEL-SCI's Stock Option,  Stock Bonus and Stock Compensation Plans. Options
are granted with exercise prices equal to the closing price of CEL-SCI's  common
stock on the day immediately  preceding the date of grant, with pro rata vesting
at the end of each of the following three years.

      CEL-SCI believes that grants of equity-based compensation:

     o Enhance the link between the creation of shareholder value and long-term
       executive incentive compensation;
     o Provide focus, motivation and retention incentive; and
     o Provide competitive levels of total compensation.

                                       12


     CEL-SCI's  management believes that the pricing for biotechnology stocks is
highly  inefficient  until  the time of  product  sales.  As such any long  term
compensation  tied to progress as measured by share price is not as efficient as
it should be.  However,  CEL-SCI's  Compensation  Committee has not been able to
substitute a better  measurement  and therefore  continues to believe that stock
grants  and  option  grants  best  align  the needs of the  corporation  and the
employee with those of the shareholders.

Benefits

     In addition to cash and equity  compensation  programs,  executive officers
participate  in the health  and  welfare  benefit  programs  available  to other
employees.  In a few limited  circumstances,  CEL-SCI provides other benefits to
certain executive officers, such as car allowances.

     All executive officers are eligible to participate in CEL-SCI's 401(k) plan
on the  same  basis  as its  other  employees.  CEL-SCI  matches  100%  of  each
employee's contribution up to the first 6% of his or her salary.

     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 three  fiscal
years ended September 30, 2010.

                                                         

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

Maximilian de Clara, 2010  363,000   --     124,000    107,424    102,219      696,643
President            2009  334,720   --     267,000    380,121     83,274    1,065,114
                     2008  363,000   --     543,174    103,320     89,268    1,098,762


Geert R. Kersten,    2010  454,009          220,995    124,000    128,909      983,222
Chief Executive      2009  408,691   --      81,700    526,366     34,892    1,051,649
Officer and          2008  404,900   --     156,674    103,320     39,901      704,795
Treasurer

Patricia B. Prichep  2010  199,898   --      62,000     64,455      6,027      332,380
Senior Vice President2009  174,913   --      41,603    235,467      4,225      456,208
of Operations and    2008  185,780   --      82,558     51,660      4,225      324,223
Secretary

Eyal Talor, Ph.D.    2010  239,868   --      62,000     64,455      6,027      372,350
Chief Scientific     2009  212,265   --      36,627    137,878      4,225      390,994
Officer              2008  229,353   --      81,187     51,660      4,225      366,425

                                       13


Daniel Zimmerman,
  Ph.D.              2010  165,800   --      31,000     64,455      5,027      266,282
Senior Vice
President of         2009   47,124   --      16,892         --        875       64,890
Research, Cellular   2008  175,988   --      46,186     38,745      4,225      265,144
Immunology (6)

John Cipriano        2010  175,952   --      31,000    240,711         27      447,690
Senior Vice
President            2009   48,594   --      15,840         --         25       64,458
of Regulatory
Affairs (7)          2008  171,028   --      45,893     38,745         25      255,691



(1)  The dollar value of base salary (cash and non-cash) earned. During three
     years ended September 30, 2010, $0.00, $0.00 and $18,730, respectively, of
     the total salaries paid to the persons shown in the table were paid in
     restricted shares of CEL-SCI's common stock.

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

            Date Shares           Number of             Price
              Issued            Shares Issued         Per Share
            ---------------------------------------------------
             01/15/2008            36,020              $0.52

     On  January  15,  2008 the amount of  compensation  satisfied  through  the
issuance of shares was determined by multiplying  the number of shares issued by
the price per  share.  The  price  per share was equal to the  closing  price of
CEL-SCI's common stock on the date prior to the date the shares were issued.

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

(3) During the periods covered by the table, the value of the shares of
    restricted stock issued as compensation for services to the persons listed
    in the table. In the case of Mr. de Clara, during three years ended
    September 30, 2010, $0.00, $200,000 and $400,000, respectively, were paid in
    restricted shares of CEL-SCI's common stock which cannot be sold in the
    public market for a period of three years after the date of issuance. In the
    case of all other persons listed in the table, the shares were issued as
    CEL-SCI's contribution on behalf of the named officer to CEL-SCI's 401(k)
    retirement plan and restricted shares issued at the market price from the
    Stock Compensation Plan. The value of all stock awarded during the periods
    covered by the table are calculated according to ASC 718-10-30-3 which
    represents the grant date fair value.

(4) The greatest part of the value in FY 2009 was derived from options awarded
    to employees who did not collect a salary, or reduced or deferred their
    salary between September 15, 2008 and June 30, 2009. For example, Mr. de
    Clara, Mr. Kersten and Ms. Prichep did not collect any salary between
    September 30, 2008 and June 30, 2009. The fair value of all stock options
    granted during the periods covered by the table are calculated on the grant
    date in accordance with ASC 718-10-30-3.

                                       14



(5) All other compensation received that CEL-SCI could not properly report in
    any other column of the table including annual contributions or other
    allocations to vested and unvested defined contribution plans, and the
    dollar value of any insurance premiums paid by, or on behalf of, CEL-SCI
    with respect to term life insurance for the benefit of the named executive
    officer, and the full dollar value of the remainder of the premiums paid by,
    or on behalf of, CEL-SCI. Includes board of directors fees for Mr. de Clara
    and Mr. Kersten.

(6) Dr. Zimmerman was CEL-SCI's Senior Vice President of Research, Cellular
    Immunology between January 1996 and December 2008 and since November 2009.

(7) Mr. Cipriano was CEL-SCI's Senior Vice President of Regulatory Affairs
    between March 2004 and December 2008 and since October 2009.

Employee Pension, Profit Sharing or Other Retirement Plans

     CEL-SCI  has a  defined  contribution  retirement  plan,  qualifying  under
Section  401(k) of the  Internal  Revenue Code and  covering  substantially  all
CEL-SCI's  employees.  CEL-SCI's  contribution  to the plan is made in shares of
CEL-SCI's common stock.  Each  participant's  contribution is matched by CEL-SCI
with  shares  of  common  stock  which  have  a  value  equal  to  100%  of  the
participant's  contribution,  not to  exceed  the  lesser of $1,000 or 6% of the
participant's  total  compensation.  CEL-SCI's  contribution  of common stock is
valued each quarter based upon the closing price of its common stock. The fiscal
2010 expenses for this plan were $123,500.  Other than the 401(k) Plan,  CEL-SCI
does  not  have a  defined  benefit,  pension  plan,  profit  sharing  or  other
retirement plan.

Compensation of Directors During Year Ended September 30, 2010

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

Maximilian de Clara      $ 40,000           -          $ 107,424     $ 147,424
Geert Kersten            $ 40,000           -          $ 128,909     $ 168,909
Alexander Esterhazy      $ 41,000           -          $  64,455     $ 105,455
C. Richard Kinsolving    $ 41,000           -          $  64,455     $ 105,455
Peter R. Young           $ 41,000           -          $  64,455     $ 105,455

(1)  The fair value of stock issued for services.

(2)  The fair value of options granted computed in accordance with ASC
     718-10-30-3 on the date of grant which represents their grant date fair
     value.

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

                                       15


Employment Contracts.

Maximilian de Clara

     In April 2005, CEL-SCI entered into a three-year  employment agreement with
Maximilian de Clara, CEL-SCI's President. The employment agreement provided that
CEL-SCI would pay Mr. de Clara an annual  salary of $363,000  during the term of
the  agreement.  On September 8, 2006 Mr. de Clara's  Employment  Agreement  was
amended and  extended to April 30,  2010.  The terms of the  amendment to Mr. de
Clara's  employment  agreement are referenced in a report on Form 8-K filed with
the Securities and Exchange Commission on September 8, 2006. On August 30, 2010,
Mr. de  Clara's  employment  agreement,  as amended on  September  8, 2006,  was
extended to August 30, 2013.

     In  the  event  that  there  is a  material  reduction  in Mr.  de  Clara's
authority,  duties  or  activities,  or in the  event  there is a change  in the
control  of  CEL-SCI,  the  agreement  allows  Mr. de Clara to  resign  from his
position at CEL-SCI  and receive a lump-sum  payment  from  CEL-SCI  equal to 18
months  salary  ($544,500)  and the unvested  portion of any stock options would
vest immediately ($284,794).  For purposes of the employment agreement, a change
in the  control  of CEL-SCI  means the sale of more than 50% of the  outstanding
shares of  CEL-SCI's  common  stock,  or a change  in a  majority  of  CEL-SCI's
directors.

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

Geert Kersten

     Effective  September 1, 2003, CEL-SCI entered into a three-year  employment
agreement with Mr. Kersten.  The employment  agreement  provides that during the
term of the employment  agreement  CEL-SCI will pay Mr. Kersten an annual salary
of $370,585  plus any  increases  approved by the Board of Directors  during the
period  of the  employment  agreement.  In the  event  there is a change  in the
control of CEL-SCI, the agreement allows Mr. Kersten to resign from his position
at CEL-SCI and receive a lump-sum payment from CEL-SCI equal to 24 months salary
($883,818) and the unvested  portion of any stock options would vest immediately
($1,172,265).  For purposes of the employment  agreement a change in the control
of CEL-SCI  means:  (1) the merger of CEL-SCI with another  entity if after such
merger the  shareholders  of  CEL-SCI do not own at least 50% of voting  capital
stock of the surviving  corporation;  (2) the sale of  substantially  all of the
assets  of  CEL-SCI;  (3) the  acquisition  by any  person  of more  than 50% of
CEL-SCI's  common  stock;  or (4) a change in a majority of CEL-SCI's  directors
which has not been approved by the incumbent  directors.  Effective September 1,
2006, Mr. Kersten's employment agreement was extended to September 1, 2011.

                                       16


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

Patricia B. Prichep / Eyal Talor, Ph.D.

     On August 30, 2010, CEL-SCI entered into a three-year  employment agreement
with Patricia B. Prichep,  CEL-SCI's  Senior Vice President of  Operations.  The
employment  agreement  with Ms.  Prichep  provides  that  during the term of the
agreement  CEL-SCI will pay Ms.  Prichep an annual  salary of $194,298  plus any
increases approved by the Board of Directors during the period of the employment
agreement.

     On August 30, 2010,  CEL-SCI  also  entered  into a  three-year  employment
agreement  with Eyal Talor,  Ph.D.,  CEL-SCI's  Chief  Scientific  Officer.  The
employment  agreement  with  Dr.  Talor  provides  that  during  the term of the
agreement  CEL-SCI  will pay Dr.  Talor an annual  salary of  $239,868  plus any
increases approved by the Board of Directors during the period of the employment
agreement.

     If Ms.  Prichep  or Dr.  Talor  resigns  within  ninety  (90)  days  of the
occurrence  of any of the  following  events:  (i) a  relocation  (or demand for
relocation)  of  employee's   place  of  employment  to  a  location  more  than
thirty-five (35) miles from the employee's  current place of employment,  (ii) a
significant and material  reduction in the employee's  authority,  job duties or
level of  responsibility  or (iii) the  imposition of  significant  and material
limitations  on the employee's  autonomy in her or his position,  the employment
agreement will be terminated  and the employee will be paid the salary  provided
by the employment  agreement  through the date of  termination  and the unvested
portion of any stock options held by the employee will vest immediately.

     In the event there is a change in the control of  CEL-SCI,  the  employment
agreements with Ms. Prichep and Dr. Talor allow Ms. Prichep and/or Dr. Talor (as
the case may be) to resign  from her or his  position  at CEL-SCI  and receive a
lump-sum  payment from CEL-SCI equal to 18 months salary  ($291,447 and $359,802
respectively).  In addition,  the unvested  portion of any stock options held by
the employee will vest  immediately  ($830,817 and $830,062  respectively).  For
purposes of the employment agreements, 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.

     The  employment  agreements  with  Ms.  Prichep  and Dr.  Talor  will  also
terminate  upon the death of the  employee,  the  employee's  physical or mental
disability,  willful misconduct, an act of fraud against CEL-SCI, or a breach of
the  employment  agreement  by the  employee.  If the  employment  agreement  is
terminated  for  any of  these  reasons  the  employee,  or  her  or  his  legal

                                       17


representatives,  as the case may be,  will be paid the salary  provided  by the
employment agreement through the date of termination.


Compensation Committee Interlocks and Insider Participation

     CEL-SCI has a compensation committee comprised of Alexander Esterhazy,  Dr.
C. Richard Kinsolving and Dr. Peter Young, all of who are outside directors.

     During the year ended  September  30, 2010, no director of CEL-SCI was also
an  executive  officer  of another  entity,  which had an  executive  officer of
CEL-SCI serving as a director of such entity or as a member of the  compensation
committee of such entity.

Loan from Officer and Director

     Between  December  2008 and  June  2009,  Maximilian  de  Clara,  CEL-SCI's
President  and a director,  loaned  CEL-SCI  $1,104,057.  The loan was initially
payable at the end of March 2009,  but was extended to the end of June 2009.  At
the time the loan was due, and in accordance  with the loan  agreement,  CEL-SCI
issued Mr. de Clara a warrant which entitles Mr. de Clara to purchase  1,648,244
shares of CEL-SCI's  common stock at a price of $0.40 per share.  The warrant is
exercisable at any time prior to December 24, 2014.  Although the loan was to be
repaid from the  proceeds of CEL-SCI's  recent  financing,  CEL-SCI's  Directors
deemed it beneficial not to repay the loan and negotiated a second  extension of
the loan with Mr. de Clara on terms similar to the June 2009 financing. Pursuant
to the terms of the second  extension the note is now due on July 6, 2014,  but,
at Mr. de Clara's  option,  the loan can be  converted  into shares of CEL-SCI's
common stock. The number of shares which will be issued upon any conversion will
be  determined  by  dividing  the amount to be  converted  by $0.40.  As further
consideration  for the second  extension,  Mr. de Clara received  warrants which
allow Mr. de Clara to purchase  1,849,295  shares of CEL-SCI's common stock at a
price of $0.50 per share at any time prior to January 6, 2015. The loan from Mr.
de  Clara  bears  interest  at  15%  per  year  and  is  secured  by a  lien  on
substantially all of CEL-SCI's assets. CEL-SCI does not have the right to prepay
the loan without Mr. de Clara's consent.

Stock Option, Bonus and Compensation Plans

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

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

                                       18


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

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

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

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

     Stock  Compensation  Plan.  Under the Stock  Compensation  Plan,  shares of
CEL-SCI's  common  stock  may  be  issued  to  CEL-SCI's  employees,  directors,
officers,  consultants  and  advisors  in  payment of  salaries,  fees and other
compensation owed to these persons. However, bona fide services must be rendered
by consultants or advisors and such services must not be in connection  with the
offer or sale of securities in a capital-raising transaction.

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

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

                                       19


Compensation 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.

Stock Options

     The following tables show information concerning the options granted during
the fiscal year ended September 30, 2010, to the persons named below.

                                 Options Granted
                                 ---------------
                                                       Exercise
                              Grant        Options     Price Per  Expiration
    Name                      Date         Granted      Share        Date
    ----                     -------       -------     --------   -----------
   Maximilian de Clara       7/21/10       250,000      $ 0.48     7/20/20

   Geert Kersten             7/21/10       300,000      $ 0.48     7/20/20

   Patricia B. Prichep       7/21/10       150,000      $ 0.48     7/20/20

   Eyal Talor, Ph.D.         7/21/10       150,000      $ 0.48     7/20/20

   Daniel Zimmerman, Ph.D.   7/21/10       150,000      $ 0.48     7/20/20

   John Cipriano             7/21/10       150,000      $ 0.48     7/20/20

                                       20



                                Options Exercised
                                -----------------
                                           Shares
                        Date of          Acquired On            Value
        Name           Exercise           Exercise            Realized
        ----           --------          -----------          --------
  Daniel Zimmerman     12/1/09             18,000              $18,900

      The following lists the outstanding options held by the persons named
below:

                        Shares Underlying Unexercised
                             Options Which are:         Exercise  Expiration
 Name                   Exercisable   Unexercisable       Price       Date
 ----                   -----------   -------------     -------   -----------

 Maximilian de Clara    23,333                           2.87       07/31/13
                        95,000 (1)                       1.94       08/31/13
                        70,000                           1.05       09/25/12
                        56,666                           1.05       05/01/13
                        50,000                           1.05       05/01/13
                        50,000                           1.05       04/12/12
                        60,000                           1.05       04/19/13
                        60,000                           1.38       03/22/14
                        75,000                           0.54       03/14/12
                        50,000                           0.61       09/02/14
                        50,000                           0.48       09/21/15
                       100,000                           0.58       09/12/16
                       200,000                           0.63       09/13/17
                       133,334                           0.62       03/04/18
                     1,436,250 (2)                       0.25       04/23/19
                        83,334                           0.38       07/20/19
                        ------
                     2,592,917
                                         66,666          0.62       03/04/18
                                        500,000 (3)      0.38       07/06/19
                                        166,666          0.38       07/20/19
                                        250,000          0.48       07/20/20
                                        -------
                                        983,332

-------------------------------------------------------------------------------

 Geert R. Kersten       50,000                           1.05       11/01/13
                        14,000                           1.05       10/31/13
                        50,000                           1.05       07/31/13
                       224,000 (1)                       1.05       06/10/13
                        50,000                           1.05       09/25/12

                                       21



                       Shares Underlying Unexercised
                             Options Which are:         Exercise  Expiration
 Name                   Exercisable   Unexercisable       Price       Date
 ----                   -----------   -------------     -------   -----------

 Geert R. Kersten      150,000                           1.05       05/01/13
   (cont'd)             50,000                           1.05       05/01/13
                        50,000                           1.05       04/12/12
                        95,000 (1)                       1.94       08/31/13
                        60,000                           1.05       04/19/13
                        60,000                           1.38       03/22/14
                       560,000 (1)                       1.05       10/16/13
                       105,000                           0.54       03/14/12
                     1,890,000                           0.22       04/01/13
                        50,000                           0.61       09/02/14
                        50,000                           0.48       09/21/15
                       200,000                           0.58       09/12/16
                       200,000                           0.63       09/13/17
                       133,334                           0.62       03/04/18
                     1,838,609 (2)                       0.25       04/23/19
                       100,000                           0.38       07/20/19
                       -------
                     5,979,943

                                         66,666          0.62       03/04/18
                                      4,000,000 (3)      0.38       07/06/19
                                        200,000          0.38       07/20/19
                                        300,000          0.48       07/20/20
                                        -------
                                      4,566,666

--------------------------------------------------------------------------------

 Patricia B. Prichep              6,000                  1.05       12/01/13
                        10,000                           1.05       11/30/13
                         9,500                           1.05       07/31/13
                         3,000                           1.05       12/31/12
                        35,000                           1.05       03/01/13
                        17,000                           1.05       12/01/13
                        15,000                           1.05       04/12/12
                        47,500 (1)                       1.94       08/31/13
                        23,000                           1.05       02/02/13
                        25,000                           1.18       12/08/13
                        30,000                           1.00       12/03/14
                       200,000 (1)                       1.05       10/16/13
                        10,500                           0.54       03/14/12
                        50,000                           0.33       04/26/12
                       243,000                           0.22       04/01/13
                       337,000                           0.22       04/01/13
                        50,000                           0.61       09/02/14
                        30,000                           0.48       09/21/15
                        90,000                           0.58       09/12/16
                       100,000                           0.63       09/13/17
                        66,667                           0.62       03/04/18
                       717,096 (2)                       0.25       04/23/19

                                       22


                        Shares Underlying Unexercised
                             Options Which are:         Exercise  Expiration
 Name                   Exercisable   Unexercisable       Price       Date
 ----                   -----------   -------------     -------   -----------

 Patricia B. Prichep    50,000                           0.38       07/20/19
                        ------
   (cont'd)          2,165,263

                                         33,333          0.62       03/04/18
                                      3,000,000 (3)      0.38       07/06/19
                                        100,000          0.38       07/20/19
                                        150,000          0.48       07/20/20
                                        -------
                                    3,283,333

-------------------------------------------------------------------------------

 Eyal Talor, Ph.D.      15,500                           1.05       07/31/13
                        16,666                           1.05       03/16/13
                        15,000                           1.05       08/03/13
                        10,000 (1)                       1.94       08/31/13
                        20,000                           1.05       08/02/12
                        25,000                           1.76       11/10/13
                        35,000                           1.00       12/03/14
                       160,000 (1)                       1.05       10/16/13
                        50,000                           0.33       04/26/12
                       374,166                           0.22       04/01/13
                        50,000                           0.61       09/02/14
                        30,000                           0.48       09/21/15
                        80,000                           0.58       09/12/16
                       100,000                           0.63       09/13/17
                        66,667                           0.62       03/04/18
                       240,820 (2)                       0.25       04/23/19
                        50,000                           0.38       07/20/19
                        ------
                     1,338,819

                                         33,333          0.62       03/04/18
                                      3,000,000 (3)      0.38       07/06/19
                                        100,000          0.38       07/20/19
                                        150,000          0.48       07/20/20
                                        -------
                                      3,283,333
-------------------------------------------------------------------------------



 Daniel Zimmerman, Ph.D.12,000                           1.05       12/31/13
                         7,000                           1.05       06/19/13
                        15,000                           1.05       02/19/13
                        30,000 (1)                       1.94       08/31/13
                        20,000                           1.05       02/02/13
                        20,000                           1.85       01/26/14
                       120,000 (1)                       1.05       10/16/13
                        41,000                           0.54       03/14/12
                        50,000                           0.33       04/16/12

                                       23


                       Shares Underlying Unexercised
                             Options Which are:         Exercise  Expiration
 Name                   Exercisable   Unexercisable       Price       Date
 ----                   -----------   -------------     -------   -----------

 Daniel Zimmerman,
  Ph.D.                392,000                           0.22       04/01/13
   (cont'd)             50,000                           0.61       09/02/14
                        30,000                           0.48       09/21/15
                        60,000                           0.58       09/12/16
                        75,000                           0.63       09/13/17
                        75,000                           0.62       03/04/18
                       200,000 (4)                       0.38       07/15/14
                       -----------
                     1,197,000
                                        150,000          0.48       07/20/20
                                        -------
                                        150,000

-------------------------------------------------------------------------------

 John Cipriano
                         20,000                          0.61       09/02/14
                         30,000                          0.48       09/21/15
                         60,000                          0.58       09/12/16
                         75,000                          0.63       09/13/17
                         75,000                          0.62       03/04/18
                         33,334                          1.93       09/30/19
                         ------
                        293,334
                                        66,666           1.93       09/30/19
                                       150,000           0.48       07/20/20
                                       -------
                                       216,666

(1)   Options purchased by Employee through the Salary Reduction Plan.

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

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

(4)   Options awarded to employee during the period that he was a consultant to
      CEL-SCI.


     Summary.  The following  shows certain  information as of February 22, 2011
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.

                                       24


                                 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  17,100,000   10,593,041         N/A    5,920,225
Non-Qualified Stock Option
  Plans                       33,760,000   21,705,940         N/A    8,451,642
Stock Bonus Plans             11,940,000          N/A   7,441,480    4,496,761
Stock Compensation Plan        9,500,000          N/A   5,386,531    4,113,469

     Of the shares  issued  pursuant to  CEL-SCI's  Stock Bonus Plans  1,495,103
shares were issued as part of CEL-SCI's contribution to its 401(k) plan.

     The  following  table  shows the  weighted  average  exercise  price of the
outstanding  options granted pursuant to CEL-SCI's  Incentive and  Non-Qualified
Stock Option Plans as of September 30, 2010,  CEL-SCI's  most recent fiscal year
end. CEL-SCI's Incentive and Non-Qualified Stock Option Plans have been approved
by CEL-SCI's shareholders.


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

Incentive Stock Option Plans   10,593,041      $ 0.40                    5,920,225
Non-Qualified Stock Option
  Plans                        21,720,414      $ 0.50                    8,468,436



Compensation Committee

     During the year  ending  September  30,  2010  CEL-SCI  had a  Compensation
Committee which was comprised of Alexander Esterhazy,  C. Richard Kinsolving and
Peter Young. During the year ended September 30, 2010 the Compensation Committee
did not formerly meet as a separate  committee,  but rather held its meetings in
conjunction with CEL-SCI's Board of Director's meetings.

     During the year ended  September  30, 2010, no director of CEL-SCI was also
an  executive  officer  of another  entity,  which had an  executive  officer of
CEL-SCI serving as a director of such entity or as a member of the  compensation
committee of such entity.

      The following is the report of the Compensation Committee:

     The key  components of CEL-SCI's  executive  compensation  program  include
annual base salaries and long-term  incentive  compensation  consisting of stock

                                       25


options. It is CEL-SCI's policy to target compensation (i.e., base salary, stock
option  grants and other  benefits) at  approximately  the median of  comparable
companies  in  the  biotechnology  field.  Accordingly,   data  on  compensation
practices  followed  by  other  companies  in  the  biotechnology   industry  is
considered.

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

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

     On September 8, 2006 Mr. de Clara's  employment  agreement  was extended to
April 30,  2010.  Mr. de Clara's  employment  agreement  continued on a month to
month basis from April 30, 2010 until August 30, 2010 when it was extended until
August 30, 2013.  In extending  Mr. de Clara's  employment  contract,  CEL-SCI's
Compensation  Committee  considered  various  factors,  including Mr. de Clara's
performance  in his area of  responsibility,  Mr. de Clara's  experience  in his
position,  and Mr. de Clara's  length of service  with the  Company.  During the
fiscal year ending September 30, 2010 the compensation  paid to Mr. de Clara was
based on his employment contract.

     In August 2003, CEL-SCI entered into a three-year employment agreement with
Geert R. Kersten. The employment agreement, which is essentially the same as Mr.
Kersten's  prior  employment  agreement,  provides  that  during the term of the
agreement  CEL-SCI will pay Mr. Kersten an annual salary of $370,585.  Effective
September 1, 2006 Mr. Kersten's  employment  agreement was extended to September
1, 2011. In renewing Mr. Kersten's  employment  contract CEL-SCI's  Compensation
Committee considered various factors, including Mr. Kersten's performance in his
area of  responsibility,  Mr.  Kersten's  experience  in his  position,  and Mr.
Kersten's  length of  service  with  CEL-SCI.  During  the  fiscal  year  ending
September  30,  2010  the  compensation  paid to Mr.  Kersten  was  based on his
employment contract.

     On August 30, 2010, CEL-SCI entered into a three-year  employment agreement
with Patricia B. Prichep,  CEL-SCI's  Senior Vice President of  Operations.  The
employment  agreement  with Ms.  Prichep  provides  that  during the term of the
agreement  CEL-SCI will pay Ms.  Prichep an annual  salary of $194,298  plus any
increases approved by the Board of Directors during the period of the employment
agreement.

     On August 30, 2010,  CEL-SCI  also  entered  into a  three-year  employment
agreement  with Eyal Talor,  Ph.D.,  CEL-SCI's  Chief  Scientific  Officer.  The
employment  agreement  with  Dr.  Talor  provides  that  during  the term of the

                                       26


agreement  CEL-SCI  will pay Dr.  Talor an annual  salary of  $239,868  plus any
increases approved by the Board of Directors during the period of the employment
agreement.

     During  the year  ending  September  30,  2010,  the  compensation  paid to
CEL-SCI's other executive officers was based on a variety of factors,  including
the  performance in the  executive's  area of  responsibility,  the  executive's
individual  performance,  the  executive's  experience  in his or her role,  the
executive's  length of service with CEL-SCI,  the  achievement of specific goals
established  for CEL-SCI and its  business,  and, in certain  instances,  to the
achievement of individual goals.

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

     During the year ended  September 30, 2010 CEL-SCI  granted  options for the
purchase of 1,250,000  shares of CEL-SCI's  common stock to CEL-SCI's  executive
officers. In granting the options to CEL-SCI's executive officers,  the Board of
Directors  considered  the same factors  which were used to  determine  the cash
compensation paid to such officers.

     Except as  otherwise  disclosed  in this proxy  statement,  during the year
ended September 30, 2010 CEL-SCI did not issue any shares of its common stock to
CEL-SCI's officers or directors in return for services provided to CEL-SCI.

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

                               Alexander Esterhazy
                              C. Richard Kinsolving
                                   Peter Young

Audit Committee

     During the year ended  September  30, 2010  CEL-SCI had an Audit  Committee
comprised of Alexander  Esterhazy,  C. Richard  Kinsolving and Peter Young.  All
members of the Audit  Committee are  independent as  independence  is defined by
Section 803 of the NYSE Amex's Listing Standards.  Dr. Peter Young serves as the
audit  committee's  financial  expert.  The purpose of the Audit Committee is to
review and approve the  selection of  CEL-SCI's  independent  registered  public
accounting  firm  and  review  CEL-SCI's  financial  statements  with  CEL-SCI's
independent registered public accounting firm.

     During the fiscal year ended  September 30, 2010, the Audit Committee met 5
times.  All  members  of the Audit  Committee  attended  two of these  meetings.
Alexander Esterhazy did not attend 3 of the meetings.

                                       27


      The following is the report of the Audit Committee:

(1)         The Audit Committee reviewed and discussed CEL-SCI's audited
            financial statements for the year ended September 30, 2010 with
            CEL-SCI's management.

(2)         The Audit Committee discussed with CEL-SCI's independent registered
            public accounting firm the matters required to be discussed by
            Statement on Accounting Standards (SAS) No. 114 "The Auditor's
            Communication With Those Charged With Governance".

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

(4)         Based on the review and discussions referred to above, the Audit
            Committee recommended to the Board of Directors that the audited
            financial statements be included in CEL-SCI's Annual Report on Form
            10-K for the year ended September 30, 2010 for filing with the
            Securities and Exchange Commission.

(5)         During the year ended September 30, 2010 CEL-SCI paid BDO USA LLP,
            CEL-SCI's independent registered public accounting firm, fees for
            professional services rendered for the audit of CEL-SCI's annual
            financial statements and the reviews of the financial statements
            included in CEL-SCI's 10-Q reports for the fiscal year and all
            regulatory filings. The Audit Committee is of the opinion that these
            fees are consistent with maintaining its independence from CEL-SCI.

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

                             Alexander G. Esterhazy
                              C. Richard Kinsolving
                                   Peter Young

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

PROPOSAL TO ADOPT 2011 INCENTIVE STOCK OPTION PLAN

     Shareholders  are being requested to vote on the adoption of CEL-SCI's 2011
Incentive Stock Option Plan. The purpose of the 2011 Incentive Stock Option Plan
is to furnish  additional  compensation and incentives to CEL-SCI's officers and
employees.

     The 2011  Incentive  Stock  Option Plan,  if adopted,  will  authorize  the
issuance of up to  2,000,000  shares of  CEL-SCI's  common stock to persons that
exercise  options  granted  pursuant  to the plan.  As of the date of this Proxy
Statement CEL-SCI had not granted any options pursuant to this plan.

                                       28


     Any  options  under the 2011  Incentive  Stock  Option Plan must be granted
before January 31, 2021. If adopted,  the 2011 Incentive  Stock Option Plan will
function and be  administered  in the same manner as CEL-SCI's  other  Incentive
Stock Option Plans.  The Board of Directors  recommends that the shareholders of
CEL-SCI approve the adoption of the 2011 Incentive Stock Option Plan.

PROPOSAL TO ADOPT 2011 NON-QUALIFIED STOCK OPTION PLAN

     Shareholders  are being requested to vote on the adoption of CEL-SCI's 2011
Non-Qualified Stock Option Plan.  CEL-SCI's  employees,  directors and officers,
and  consultants  or  advisors to CEL-SCI  are  eligible  to be granted  options
pursuant to the 2011  Non-Qualified Plan as may be determined by CEL-SCI's Board
of Directors,  provided however that bona fide services must be rendered by such
consultants  or advisors and such services  must not be in  connection  with the
offer or sale of securities in a capital-raising transaction.

      The 2011 Non-Qualified Plan, if adopted, will authorize the issuance of up
to 2,000,000 shares of CEL-SCI's common stock to persons that exercise options
granted pursuant to the Plan. As of the date of this Proxy Statement CEL-SCI had
not granted any options under the 2011 Non-Qualified Plan.

      The 2011 Non-Qualified Plan will function and be administered in the same
manner as CEL-SCI's other Non-Qualified Plans. The Board of Directors recommends
that the shareholders of CEL-SCI approve the adoption of the 2011 Non-Qualified
Plan.

PROPOSAL TO ADOPT 2011 STOCK BONUS PLAN

     Shareholders  are being requested to vote on the adoption of CEL-SCI's 2011
Stock  Bonus  Plan.  The  purpose  of the 2011  Stock  Bonus  Plan is to furnish
additional  compensation  and  incentives  to  CEL-SCI's  employees,  directors,
officers,  consultants  and  advisors  and to allow  CEL-SCI to continue to make
contributions  to its 401(k)  plan with  shares of its common  stock  instead of
cash.

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

      The 2011 Stock Bonus Plan, if adopted, will authorize the issuance of up
to 2,000,000 shares of CEL-SCI's common stock to persons granted stock bonuses
pursuant to the plan. As of the date of this Proxy Statement CEL-SCI had not
granted any stock bonuses pursuant to the 2011 Stock Bonus Plan.

                                       29


     The 2011 Stock Bonus Plan will  function  and be  administered  in the same
manner  as  CEL-SCI's  existing  Stock  Bonus  Plans.  The  Board  of  Directors
recommends  that the  shareholders  of CEL-SCI  approve the adoption of the 2011
Stock Bonus Plans.

PROPOSAL TO AMEND CEL-SCI'S STOCK COMPENSATION PLAN

     During the two years ended  September  30, 2010  CEL-SCI  issued  1,324,385
shares of its common stock to its  officers,  directors and employees in payment
of $312,016 in salaries,  fees and other compensation owed to these persons.  To
conserve  cash,  CEL-SCI  expects  that it may  continue to offer its  officers,
directors and employees the  opportunity to receive  shares of CEL-SCI's  common
stock in payment of amounts owed by CEL-SCI for services rendered.

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

     To comply with the NYSE Amex  requirements in this regard CEL-SCI adopted a
Stock Compensation Plan, which was approved by CEL-SCI's shareholders at the May
6, 2004 annual meeting, and which provided that shares of CEL-SCI'S common stock
would be  available  for  issuance  under  the Plan.  Shareholders  subsequently
approved  amendments  to  the  Stock  Compensation  Plan  which  provided  up to
9,500,000 shares would be available for issuance under the plan.

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Board of Directors has selected BDO USA, LLP, an independent registered
public accounting firm, to audit the books and records of CEL-SCI for the fiscal
year  ending  September  30,  2011.  BDO USA  served  as  CEL-SCI's  independent
registered  public accounting firm for the fiscal year ended September 30, 2010.
A  representative  of BDO USA is  expected  to be present  at the  shareholders'
meeting.

     BDO USA, LLP served as CEL-SCI's auditors for the years ended September 30,
2010 and 2009.  The following  table shows the aggregate  fees billed to CEL-SCI
during these years by BDO USA, LLP:

                                       30


                                                 Year Ended September 30,
                                                2010                2009
                                                ----                ----

Audit Fees                                  $232,725             $219,675
Audit-Related Fees                                --                   --
Tax Fees                                      44,126                   --
All Other Fees                                    --                   --

     Audit fees represent amounts billed for professional  services rendered for
the audit of  CEL-SCI's  annual  financial  statements  and the  reviews  of the
financial  statements included in CEL-SCI's 10-Q reports for the fiscal year and
all  regulatory  filings.  Tax Fees  represent  amounts paid to BDO USA, LLP for
their work on an  application  for the Section 48D grant applied for by CEL-SCI.
Before  BDO USA,  LLP was  engaged  by  CEL-SCI  to  render  audit or  non-audit
services,  the engagement was approved by CEL-SCI's audit  committee.  CEL-SCI's
Board of Directors is of the opinion that the Audit Fees charged by BDO USA, LLP
are consistent with BDO USA, LLP maintaining its independence from CEL-SCI.

     The board of directors  recommends that the shareholders of CEL-SCI approve
its selection of BDO USA, LLP as CEL-SCI's independent public accounting firm to
audit the books and records of CEL-SCI for the year ending September 30, 2011.


                     ADVISORY VOTE ON EXECUTIVE COMPENSATION

     The recently enacted Dodd-Frank Wall Street Reform and Consumer  Protection
Act of 2010, or the Dodd-Frank Act,  enables  CEL-SCI's  shareholders to vote to
approve, on a nonbinding advisory basis, the compensation of CEL-SCI's executive
officers.

     Accordingly,  CEL-SCI  will  ask  shareholders  to vote  for the  following
resolution at the annual meeting:

             "RESOLVED, that CEL-SCI's shareholders approve, on a nonbinding
         advisory basis, the compensation of CEL-SCI's executive officers, as
         disclosed in CEL-SCI's Proxy Statement for the 2011 Annual Meeting of
         Shareholders pursuant to the compensation disclosure rules of the
         Securities and Exchange Commission, including the Summary Compensation
         Table and the other related tables and narrative disclosure in
         CEL-SCI's proxy statement."

     To the extent there is any  significant  vote  against the named  executive
officer  compensation as disclosed in this proxy  statement,  CEL-SCI's Board of
Directors and its Compensation  Committee will consider  shareholders'  concerns
and the  Compensation  Committee will evaluate whether any actions are necessary
to address those concerns.

     The  Board of  Directors  recommends  that the  shareholders  approve  on a
nonbinding   advisory  basis  the   aforementioned   resolution   approving  the
compensation of CEL-SCI's executive officers set forth in this proxy statement.

                                       31


              ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON
                             EXECUTIVE COMPENSATION

     The  Dodd-Frank  Act also enables  CEL-SCI's  shareholders  to indicate how
frequently CEL-SCI should seek an advisory vote on the compensation of CEL-SCI's
executive  officers.  Shareholders,  may indicate on a nonbinding advisory basis
whether an advisory vote on compensation of CEL-SCI's executive officers is held
every one, two, or three years.

     The option of one year,  two years or three years that receives the highest
number of votes cast by the shareholders  will be the frequency for the advisory
vote on  executive  compensation  that has been  selected  by the  shareholders.
However,  because  this vote is advisory  and not binding on CEL-SCI in any way,
CEL-SCI's  Board of  Directors  may decide that it is in the best  interests  of
CEL-SCI's  shareholders  and  CEL-SCI  to hold  an  advisory  vote on  executive
compensation   more  or  less   frequently  than  the  option  approved  by  the
shareholders.

     The Board of Directors  recommends that the  shareholders of CEL-SCI cast a
vote of "3 Years" on the  frequency  of holding an  advisory  vote on  executive
compensation.

                   AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

      CEL-SCI's Annual Report on Form 10-K for the year ending September 30,
2010 will be sent to any shareholder of CEL-SCI upon request. Requests for a
copy of this report should be addressed to the Secretary of CEL-SCI at the
address provided on the first page of this proxy statement.

                             SHAREHOLDER PROPOSALS

     Any  shareholder  proposal  which may  properly  be  included  in the proxy
solicitation material for the annual meeting of shareholders following CEL-SCI's
year ending  September  30, 2011 must be received by the Secretary of CEL-SCI no
later than February 28, 2012.

                                     GENERAL

     The  cost  of   preparing,   printing  and  mailing  the  enclosed   proxy,
accompanying notice and proxy statement,  and all other costs in connection with
solicitation  of  proxies  will be  paid by  CEL-SCI  including  any  additional
solicitation made by letter,  telephone or telegraph.  Failure of a quorum to be
present at the meeting will necessitate  adjournment and will subject CEL-SCI to
additional expense.  CEL-SCI's annual report, including financial statements for
the 2010 fiscal year, is included in this mailing.

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


          Please complete, sign and return the attached proxy promptly.

                                       32


                               CEL-SCI Corporation

                             Audit Committee Charter


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

Statement of Purpose

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

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

Committee Membership

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

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

Committee Authority and Responsibilities

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

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

                                       33


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

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

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

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

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

        o  Make regular reports to the Board.

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

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

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

Financial Statement and Disclosure Matters

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

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

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

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

                                       34


Oversight of the Company's Relationship with the Independent Auditor

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

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

Oversight of the Company's Internal Audit Function

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

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

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

Compliance Oversight Responsibilities

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

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

Limitation of Committee's Role

     While the Committee has the  responsibilities  and powers set forth in this
Charter,  it is not the duty of the  Committee  to plan or conduct  audits or to
determine that the company's  financial  statements and disclosures are complete

                                       35


and accurate and are in accordance with generally accepted accounting principles
and  applicable  rules  and  regulations.  These  are  the  responsibilities  of
management and the independent auditor.

Meetings

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

                                       36


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

The undersigned stockholder of CEL-SCI acknowledges receipt of the Notice of the
Annual Meeting of Stockholders to be held April 15, 2011, 10:30 a.m. local time,
at 4820-C Seton Drive,  Baltimore,  MD 21215 and hereby  appoints  Maximilian de
Clara and Geert R. Kersten  with the power of  substitution,  as  Attorneys  and
Proxies  to vote all the shares of the  undersigned  at said  annual  meeting of
stockholders  and at all adjournments  thereof,  hereby ratifying and confirming
all that said Attorneys and Proxies may do or cause to be done by virtue hereof.
The  above  named  Attorneys  and  Proxies  are  instructed  to vote  all of the
undersigned's shares as follows:

The  Board of  Directors  recommends  a vote FOR all the  nominees  listed,  FOR
Proposals 2-7 and for three years on Proposal 8.

 (1) To elect the persons who shall constitute  CEL-SCI's Board of Directors for
     the ensuing year.

     [ ] FOR all nominees listed below (except as marked to the contrary below)

     [ ] WITHHOLD AUTHORITY to vote for all nominees listed below

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

   Nominees:  Maximilian de Clara       Geert R. Kersten

              Alexander G. Esterhazy    C. Richard Kinsolving     Peter R. Young

(2)  To approve the adoption of CEL-SCI's 2011 Incentive Stock Option Plan.

            [ ]   FOR           [ ]   AGAINST           [ ]   ABSTAIN

(3)  To approve the adoption of CEL-SCI's 2011 Non-Qualified Stock Option Plan.

            [ ]   FOR           [ ]   AGAINST           [ ]   ABSTAIN

(4)  To approve the adoption of CEL-SCI's  2011 Stock Bonus Plan.

            [ ]   FOR           [ ]   AGAINST           [ ]   ABSTAIN

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

            [ ]   FOR           [ ]   AGAINST           [ ]   ABSTAIN

(6)  To ratify the  appointment  of BDO USA,  LLP as  CEL-SCI's  independent
     registered  public accounting firm for the fiscal year ending September 30,
     2011.

            [ ]   FOR           [ ]   AGAINST           [ ]   ABSTAIN

(7)  To approve, on an advisory basis, compensation of CEL-SCI's executive
     officers.

            [ ]   FOR           [ ]   AGAINST           [ ]   ABSTAIN

(8)  To approve, on an advisory basis, the frequency of advisory votes on the
     compensation of CEL-SCI's executive officers.

            [ ]   1 YEAR        [ ]   2 YEARS           [ ]   3 YEARS

            [ ]   ABSTAIN

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

THIS PROXY,  WHEN  PROPERLY  EXECUTED,  WILL BE VOTED AS DIRECTED  HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEMS 1 THROUGH 7, AND FOR THE THREE  YEAR  OPTION  WITH  RESPECT TO
ITEM 8.

                                       Dated this __ day of _________ 2011.


                                       -----------------------------------
                                                   (Signature)

                                       -----------------------------------
                                                   (Signature)

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

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

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

CEL-SCI
Empowering Immune Defense







        IMPORTANT ANNUAL STOCKHOLDERS' MEETING
        INFORMATION  --  YOUR  VOTE COUNTS!



Stockholder Meeting Notice
---------------------------

       Important Notice Regarding the Availability of Proxy Materials for
     the CEL-SCI Corporation Stockholder Meeting to be Held on April 15, 2011

    Under new Securities and Exchange Commission rules, you are receiving this
    notice that the proxy materials for the annual stockholders' meeting are
    available on the Internet. Follow the instructions below to view the
    materials and vote online or request a copy. The items to be voted on and
    location of the annual meeting are on the reverse side. Your vote is
    important!

    This communication presents only an overview of the more complete proxy
    materials that are available to you on the Internet. We encourage you to
    access and review all of the important information contained in the proxy
    materials before voting. The proxy statement, annual report and letter to
    shareholders are available at:

                           www.envisionreports.com/CVM

     Easy Online  Access -- A Convenient  Way to View Proxy  Materials  and Vote
     When you go online to view materials,  you can also vote your shares.
     Step 1: Go to  www.envisionreports.com/CVM  to view the materials.
     Step 2: Click on Cast Your Vote or Request Materials.
     Step 3: Follow the instructions on the screen to log in.
     Step 4: Make your  selection  as  instructed  on each screen to select
             delivery preferences and vote.

    When you go online, you can also help the environment by consenting to
    receive electronic delivery of future materials.


     Obtaining a Copy of the Proxy Materials - If you want to receive a paper or
     e-mail copy of these documents, you must request one. There is no charge to
     you  for  requesting  a  copy.  Please  make  your  request  for a copy  as
     instructed  on the reverse  side on or before  April 5, 2011 to  facilitate
     timely delivery.




    Stockholder Meeting Notice


    CEL-SCI Corporation's Annual Meeting of Stockholders will be held at
    4820-C Seton Drive, Baltimore, Maryland on April 15, 2011, at 10:30 a.m.
    local time.

    Proposals to be voted on at the meeting are listed below along with the
    Board of Directors' recommendations.

    The Board of Directors recommends that you vote FOR the following proposals:

1.   To elect the persons who shall constitute  CEL-SCI's Board of Directors for
     the ensuing year. Nominees:

01 - Maximilian de Clara,    02 - Geert R. Kersten, 03 - Alexander G.Esterhazy,
04 - C. Richard Kinsolving,  05 - Peter R. Young

2.   To approve the adoption of CEL-SCI's 2011 Incentive Stock Option Plan.

3.   To approve the adoption of CEL-SCI's 2011 Non-Qualified Stock Option Plan.

4.   To approve the adoption of CEL-SCI's 2011 Stock Bonus Plan.

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

6.   To ratify the  appointment  of BDO USA,  LLP as  CEL-SCI's  independent
     registered  public accounting firm for the fiscal year ending September 30,
     2011.

7.   To approve on an advisory basis, the compensation of CEL-SCI's executive
     officers.

8.   To approve on an advisory basis, the frequency of advisory votes on
     the compensation of CEL-SCI's executive officers.


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

    PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares
    you must vote online or request a paper copy of the proxy materials to
    receive a proxy card. If you wish to attend and vote at the meeting, please
    bring this notice with you.

-------------------------------------------------------------------------------

Here's how to order a copy of the proxy  materials and select a future  delivery
preference:

Paper  copies:  Current and future paper  delivery  requests can be submitted
                via the  telephone,  Internet or email options  below.

Email copies:   Current and future email  delivery  requests  must be submitted
                via the Internet following  the  instructions  below.

If you  request  an email  copy of current materials you will receive an email
with a link to the  materials.

PLEASE NOTE: You must use the number in the shaded bar on the reverse side when
             requesting a set of proxy materials.

_    Internet  - Go to  www.envisionreports.com/CVM.  Click  Cast  Your  Vote or
     Request  Materials.  Follow the instructions to log in and order a paper or
     email copy of the current meeting  materials and submit your preference for
     email or paper delivery of future meeting materials.

_    Telephone  - Call us free of charge at  1-866-641-4276  using a  touch-tone
     phone and follow the  instructions  to log in and order a paper copy of the
     materials by mail for the current meeting. You can also submit a preference
     to receive a paper copy for future meetings.

_    Email - Send email to investorvote@computershare.com  with "Proxy Materials
     CEL-SCI  Corporation" in the subject line. Include in the message your full
     name and address, plus the number located in the shaded bar on the reverse,
     and  state  in the  email  that you want a paper  copy of  current  meeting
     materials.  You can also state your  preference to receive a paper copy for
     future meetings.

To  facilitate  timely  delivery,  all  requests  for a paper  copy of the proxy
materials must be received by April 5, 2011.