CEL SCI CORP, S-8, 1996-05-01

CEL SCI CORP
S-8, 1996-05-01
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)

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<TABLE>
<CAPTION>.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per share (2) price fee

Common Stock 100,000 $5.43 $ 543,000 $188
Issuable Pursuant
to 1994 Incentive
Stock Option Plan

Common Stock 100,000 $5.43 $ 543,000 $188
Issuable Pursuant
to 1994 Non-Qualified
Stock Option Plan

Common Stock 800,000 $5.43 $4,344,000 $1,495
Issuable Pursuant
to 1995 Non-Qualified
Stock Option Plan

1,000,000 $5,430,000 $1,872
<FN>
(1) This Registration Statement also covers such additional number of
shares, presently undeterminable, as may become issuable under
the Plans in the event of stock dividends, stock splits,
recapitalizations or other changes in the Common Stock. The
shares subject to this Registration Statement reflect the shares
available for issuance pursuant to options granted under the
Incentive Stock Option and NonQualified Stock Option Plans, all
of which may be reoffered in accordance with the provisions of
Form S-8.

(2) Varied, but not less than the fair market value on the date that
the options were or are granted. Pursuant to Rule 457(g), the
proposed maximum offering price per share and proposed maximum
aggregate offering price are based upon the average bid and asked
prices of the Registrant's Common Stock on March 29, 1996.

</FN>

CEL-SCI CORPORATION
Cross Reference Sheet Required Pursuant to Rule 404
PART I
INFORMATION REQUIRED IN PROSPECTUS

(NOTE: Pursuant to instructions to Form S-8, the
Prospectus
described below is not filed with this Registration Statement.)

Item
No. Form S-8 Caption Caption in Prospectus Prospectus

1. Plan Information

(a) General Plan Information ......... Stock Option and
Bonus Plans

(b) Securities to be Offered ......... Stock Option and
Bonus Plans
(c) Employees who may Participate
in the Plan Stock Option and
Bonus Plans

(d) Purchase of Securities Pursuant
to the Plan and Payment for
Securities Offered ............... Stock Option and
Bonus Plans
(e) Resale Restrictions ........ Resale of Shares by
Affiliates
(f) Tax Effects of Plan
Participation ................ Stock Option and Bonus
Plans

(g) Investment of Funds .............. Not Applicable.

(h) Withdrawal from the Plan;
Assignment of Interest ....... Other Information
Regarding the Plans

(i) Forfeitures and Penalties .... Other Information
Regarding the Plans

(j) Charges and Deductions and
Liens Therefore Other Information
Regarding the Plans the Plans

2. Registrant Information and Employee
Plan Annual Information ............ Available Information,
Documents Incorporated
by Reference

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3 - Incorporation of Documents by Reference

The following documents filed by the Company with the
Securities and Exchange Commission are incorporated by reference in
this Registration Statement: Annual Report on Form l0-K/A for the year
ending September 30, 1995, Quarterly Report on Form 10-Q/A for quarter
ending December 31, 1995 and Proxy Statement relating to the Company's
April 28, 1995 Annual Meeting of Shareholders. All reports and
documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to this Registration Statement of
which this prospectus is a part which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be a part thereof from the date of filing of such reports
or documents.

Item 4 - Description of Securities

Not required.

Item 5 - Interests of Named Experts and Counsel

Not Applicable.

Item 6 - Indemnification of Directors and Officers

The Bylaws of the Company provide in substance that the
Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened or completed
action, suit or proceeding, whether civil, criminal, administrative,
or investigative by reason of the fact that such person is or was a director,
officer, employee, fiduciary or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee, fiduciary or
agent ofanother corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgements,
fines and amounts paid in settlement actually and reasonably incurred
by such person to the full extent permitted by the laws of the state
of Colorado; and that expenses incurred in defending any such civil or
criminal action, suit or proceeding may be paid by the Company in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon receipt
of an undertaking by or on behalf of such director, officer or
employee to repay such amount to the Company unless it shall
ultimately be determined that such person is entitled to be
indemnified by the Company as authorized in the Bylaws.

Item 7 - Exemption from Registration Claimed None.

Item 8 - Exhibits
4 - Instruments Defining Rights of
Security Holders
(a) - Common Stock Incorporated by
reference to
Exhibit 4(a) of the
Company's Registration Registration
Statements on Form S-l,
File Nos. 2-85547-D and
337531.
(b) - 1994 Incentive Stock Option Plan
(c) - 1994 Non-Qualified Stock Option Plan
(d) - 1995 Non-Qualified Stock Option Plan

5 - Opinion Regarding Legality

l5 - Letter Regarding Unaudited
Interim Financial Information None
24 - Consent of Independent Public
Accountants and Attorneys

25 - Power of Attorney Included in the
signature page of this page
Registration Statement

28 - Information from Reports None
furnished to State Insurance
Regulatory Authorities

99 - Additional Exhibits
(Re-Offer Prospectus)

Item 9 - Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers
or sales are being made, a post-effective
amendment to this registration statement: (i) to
include any prospectus required by Section
l0(a)(3) of the Securities Act of l933;

(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and

(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change in such information in the registration
statement; Provided, however, that paragraphs (a)(l)(i)
and (a)(l)(ii) will not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section l3 or Section l5(d) of the
Securities Act of l934 (2) That, for the purpose of
determining any liability under the Securities Act of l933, each
such posteffective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of l933, each
filing of the registrant's Annual Report pursuant to Section l3(a) or
Section l5(d) of the Securities Exchange Act of l934 (and, where
applicable, each filing of any employee benefit plan's annual report pursuant
to Section l5(d) of the Securities Exchange Act of l934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Maximilian de Clara and Geert R. Kersten,
and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and
all amendments (including posteffective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-
in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or their substitutes or substitute may lawfully do or cause to be
done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Alexandria, State of Virginia, on March 29, 1996.
CEL-SCI CORPORATION
By: /s/ Maximilian de Clara
MAXIMILIAN DE CLARA,
PRESIDENT

Pursuant to the requirements of the Securities Act of l933,
this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

Signature Title Date

/s/ Maximilian de Clara Director and President March 29, 1996
MAXIMILIAN DE CLARA

/s/ Geert R. Kersten Director, Principal March 29,1996
GEERT R. KERSTEN Financial Officer and
Chief Executive Officer

/s/ Mark V. Soresi Director
MARK V. SORESI

/s/ F. Donald Hudson Director March 29,1996
F. DONALD HUDSON

/s/ Edwin A. Shalloway Director March 29,1996
EDWIN A. SHALLOWAY

EXHIBIT 4(b)
CEL-SCI CORPORATION
1994 INCENTIVE STOCK OPTION PLAN

l. Purpose. The purpose of the 1994 Incentive Stock
Option Plan (the "Plan") is to advance the interests of CEL-SCI Corporation
and any sub sidiary corporation (hereinafter referred to as the
"Company") and all of its shareholders, by strengthening the
Company's ability to attract and retain in its employ individuals of
training, experience, and ability, and to furnish additional
incentive to officers and valued employees upon whose judgment,
initiative, and efforts the successful conduct and development of its
business largely depends, by encouraging such officers and employees
to become owners of capital stock of the Company.

This will be effected through the granting of stock
options as herein provided, which options are intended to qualify as
"Incentive Stock Options" within the meaning of Section 422 of the
Internal Revenue Code, as amended (the "Code").

2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the directors duly appointed to
administer the Plan.
(c) "Common Stock" means the Company's Common Stock. (d)
"Date of Grant" means the date on which an Option is granted
under the Plan.
(e) "Option" means an Option granted under the Plan.
(f) "Optionee" means a person to whom an Option, which has not ex
pired, has been granted under the Plan.
(g) "Successor" means the legal representative of the estate
of a deceased optionee or the person or persons who acquire
the right to exercise an Option by bequest or inheritance or
by reason of the death of any Optionee.
3. Administration of Plan. The Plan shall be administered
by the Company's Board of Directors or in the alternative, by a committee
of two or more directors appointed by the Board (the "Committee"). If
a Committee should be appointed, the Committee shall report all action
taken by it to the Board. The Committee shall have full and final
authority in its discretion, subject to the provisions of the Plan, to
determine the individuals to whom and the time or times at which
Options shall be granted and the number of shares and purchase price
of Common Stock covered by each Option; to construe and interpret the
Plan; to determine the terms and provisions of the respective Option
agreements, which need not be identical, including, but without
limitation, terms covering the payment of the Option Price; and to
make all other determinations and take all other actions deemed
necessary or advisable for the proper administration of the Plan. All
such actions and determinations shall be conclusively binding for all
purposes and upon all persons.
4. Common Stock Subject to Options. The aggregate number
of shares of the Company's Common Stock which may be issued upon the
exercise of Options granted under the Plan shall not exceed 1,000,000,
subject to adjustment under the provisions of paragraph 9. The shares
of Common Stock to be issued upon the exercise of Options may be
authorized but unissued shares, shares issued and reacquired by the
Company or shares bought on the market for the purposes of the Plan.
In the event any Option shall, for any reason, terminate or ex- pire
or be surrendered without having been exercised in full, the shares
sub- ject to such Option but not purchased thereunder shall again be
available for Options to be granted under the Plan.
The aggregate fair market value (determined as of the
time any option is granted) of the stock for which any employee may be
granted options which are first exercisable in any single calendar
year under this Plan (and any other plan of the Company meeting the
requirements for Incentive Stock Option Plans) shall not exceed
$100,000.
5. Participants. Options will be granted only to
persons who are employees of the Company and only in connection with
any such person's employment. The term "employees" shall include
officers as well as other employees, and the officers and other
employees who are directors of the Company. The Committee will
determine the employees to be granted options and the number of shares
subject to each option.
6. Terms and Conditions of Options. Any Option
granted under the Plan shall be evidenced by an agreement executed by
the Company and the recipient and shall contain such terms and be in
such form as the Committee may from time to time approve, subject to
the following limitations and conditions:
(a) Option Price. The purchase price of each option
shall not be less than l00% of the fair market value of the Company's
common stock at the time of the granting of the option provided,
however, if the optionee, at the time the option is granted, owns
stock possessing more than l0% of the total combined voting power of
all classes of stock of the Company, the purchase price of the option
shall not be less than ll0% of the fair market value of the stock at
the time of the granting of the option.
(b) Period of Option. The maximum period for
exercising an option shall be l0 years from the date upon which the
option is granted, pro vided, however, if the optionee, at the time
the option is granted, owns stock possessing more than l0% of the
total combined voting power of all classes of stock of the Company,
the maximum period for exercising an option shall be five years from
the date upon which the option is granted and provided further,
however, that these periods may be shortened in accordance with the
provisions of Paragraphs 6 or 7 below.
Subject to the foregoing, the period during which each
option may be exercised, and the expiration date of each Option shall
be fixed by the Committee.
(c) Vesting of Shareholder Rights. Neither an Optionee
nor his successor shall have any rights as a shareholder of the
Company until the certificates evidencing the shares purchased are
properly delivered to such Optionee or his successor.
(d) Exercise of Option. Each Option shall be
exercisable from time to time during a period (or periods) determined
by the Committee and ending upon the expiration or termination of the
Option; provided, however, the Committee may, by the provisions of any
Option Agreement, limit the number of shares purchaseable thereunder in any
period or periods of time during which the Option is exercisable. An
Option shall not be exercisable in whole or in part prior to the date
of shareholder approval of the Plan.
Options may be exercised in part from time to time
during the option period. The exercise of any option will be
contingent upon compliance by the Optionee (or purchaser acting
pursuant to Section 6(b)) with the provisions of Section 10 below and
upon receipt by the Company of either (i) cash or certified bank check
payable to its order in the amount of the purchase price of such
shares (ii) shares of Company stock having a fair market value equal
to the purchase price of such shares, or (iii) a combination of (i)
and (ii). If any law or regulation requires the Company to take any
action with respect to the shares to be issued upon exercise of any
option, then the date for delivery of such stock shall be extended for
the period necessary to take such action.
(e) Nontransferability of Option. No Option shall be
transferable or assignable by an Optionee, otherwise than by will or
the laws of descent and distribution and each Option shall be
exercisable, during the Optionee's lifetime, only by him. No Option
shall be pledged or hypothecated in any way and no Option shall be
subject to execution, attachment, or similar process except with the
express consent of the Committee.
(f) Death of Optionee. In the event of the death of an op
tionee while in the employ of the Company, the option theretofore
granted to him shall be exercisable only within the three months
succeeding such death and then only (i) by the person or persons to
whom the optionee's rights under the option shall pass by the
optionee's will or by the laws of descent and distribution, and (ii)
if and to the extent that he was entitled to exercise the option at
the date of his death.

7. Assumed Options. In connection with any transaction to
which Section 424(a) of the Code is applicable, options may be granted
pursuant hereto in substitution of existing options or existing
options may be assumed as prescribed by that Section and any
regulations issued thereunder. Notwithstanding anything to the
contrary contained in this Plan, options granted pursuant to this
Paragraph shall be at prices and shall contain such terms, provisions,
and conditions as may be determined by the Committee and shall include
such provisions and conditions as may be necessary to meet the
requirements of Section 424(a) of the Code.

8. Certain Dispositions of Shares. Any options granted
pursuant to this Plan shall be conditioned such that if, within the
earlier of (i) the two-year period beginning on the date of grant of
an option or (ii) the one year period beginning on the date after
which any share of stock is trans ferred to an individual pursuant to
his exercise of an option, such an individual makes a disposition of
such share of stock by way of sale, exchange, gift, transfer of legal
title, or otherwise, such individual shall promptly report such
disposition to the Company in writing and shall furnish to the Company
such details concerning such disposition as the Company may reasonably
request.

9. Reclassification, Consolidation, or Merger. If and to
the extent that the number of issued shares of Common Stock of the
Corporaton shall be increased or reduced by change in par value, split
up, reclassification, distribution of a dividend payable in stock, or
the like, the number of shares subject to Option and the Option price
per share shall be proportionately ad- justed by the Committee, whose
determination shall be conclusive. If the Corporation is reorganized
or consolidated or merged with another corporation, an Optionee
granted an Option hereunder shall be entitled to receive Options
covering shares of such reorganized, consolidated, or merged company
in the same proportion, at an equivalent price, and subject to the
same conditions. The new Option or assumption of the old Option shall
not give Optionee additional benefits which he did not have under the old
Option, or deprive him of benefits which he had under the old Option.
10. Restrictions on Issuing Shares. The exercise of each
Option shall be subject to the condition that if at any time the
Company shall determine in its discretion that the satisfaction of
withholding tax or other withholding liabilities, or that the listing,
registration, or qualification of any shares otherwise deliverable upon such
exercise upon any securities exchange or under any state or federal law, or
that the consent or approval of any regulatory body, is necessary or
desirable as a condition of, or in connection with, such exercise or
the delivery or purchase of shares purchased thereto, then in any such
event, such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent, or approval shall have
been effected or obtained free of any conditions not acceptable to the
Company.

11. Use of Proceeds. The proceeds received by the Company
from the sale of Common Stock pursuant to the exercise of Options
granted under the Plan shall be added to the Company's general funds
and used for general corporate purposes.

l2. Amendment, Suspension, and Termination of Plan. The
Board of Directors may alter, suspend, or discontinue the Plan, but
may not, without the approval of a majority of those holders of the
Company's Common Stock voting in person or by proxy at any meeting of
the Company's shareholders, make any alteration or amendment thereof
which operates to (a) abolish the Committee, change the qualification
of its members, or withdraw the administration of the Plan from its
supervision, (b) make any material change in the class of eligible
employees as defined in Section 5, (c) increase the total number of
shares reserved for purposes of this Plan except as provided in
Section 9, (d) increase the total number of shares for which an option
or options may be granted to any one employee, (e) extend the term of
the Plan or the maximum option periods provided in paragraph 6, (f)
decrease the minimum option price provided in paragraph 6, except as
provided in paragraph 9, or (g) materially increase the benefits accruing
to employees participating under this Plan. Unless the Plan shall theretofore
have been terminated by the Board, the Plan shall terminate ten years after the
effective date of the Plan. No Option may be granted during any suspension or
after the termination of the Plan. No amendment, suspension, or termination
of the Plan shall, without an Optionee's consent, alter or impair any of
the rights or obligations under any Option theretofore granted to such
Optionee under the Plan.
13. Limitations. Every right of action by or on behalf of
the Company or by any shareholder against any past, present or future
member of the Board, or any officer or employee of the Company arising
out of or in connection with this Plan shall, irrespective of the
place where such action may be brought and irrespective of the place
of residence of any such director, officer or employee cease and be
barred by the expiration of one year from whichever is the later of
(a) the date of the act or omission in respect of which such right of
action arises; or (b) the first date upon which there has been made
generally available to shareholders an annual report of the Company or
any proxy statement for the annual meeting of shareholders following
the issuance of such annual report, which annual report and proxy
statment alone or together set forth, for the related period, the
number of shares issuable upon the exercise of the options granted
pursuant to this Plan; and any and all right of action by any employee
(past, present or future) against the Company arising out of or in
connection with this Plan shall, irrespective of the place where such
action may be brought, cease and be barred by the expiration of one
year from the date of the act or omission in respect of which such
right of action arises.
l4. Effective Date of the Plan.
This Plan shall become effective upon the adoption thereof by
the Board of Directors of the Company.
l5. Governing Law. The Plan shall be governed by the laws
of the State of Colorado.
l6. Expenses of Administration. All costs and expenses
incurred in the operation and adminstration of this Plan shall be
borne by the Company.
CEL-SCI CORPORATION
By

EXHIBIT 4(c)
CEL-SCI CORPORATION
1994 NON-QUALIFIED STOCK OPTION PLAN

l. Purpose. This 1994 Non-Qualified Stock Option Plan (the
"Plan") is intended to advance the interests of CEL-SCI Corporation
(the "Company") and its shareholders, by encouraging and enabling
selected officers, direc tors, consultants and key employees upon
whose judgment, initiative and effort the Company is largely dependent
for the successful conduct of its business, to acquire and retain a
proprietary interest in the Company by ownership of its stock.
Options granted under the Plan are intended to be Options which do not
meet the requirements of Section 422 of the Internal Revenue Code of
l954, as amended (the "Code").

2. Definitions.

(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the directors duly appointed to
administer the Plan.
(c) "Common Stock" means the Company's Common Stock.
(d) "Date of Grant" means the date on which an Option is
granted under the Plan.
(e) "Option" means an Option granted under the Plan.
(f) "Optionee" means a person to whom an Option, which has
not expired, has been granted under the Plan.

(g) "Successor" means the legal representative of the estate
of a deceased optionee or the person or persons who acquire
the right to exercise an Option by bequest or inheritance or
by reason of the death of any Optionee.

3. Administration of Plan. The Plan shall be administered
by the Company's Board of Directors or in the alternative, by a committee
of two or more directors appointed by the Board (the "Committee"). If
a Committee should be appointed, the Committee shall report all action
taken by it to the Board. The Committee shall have full and final
authority in its discretion, subject to the provisions of the Plan, to
determine the individuals to whom and the time or times at which
Options shall be granted and the number of shares and purchase price
of Common Stock covered by each Option; to construe and interpret the
Plan; to determine the terms and provisions of the respective Option
agreements, which need not be identical, including, but without
limitation, terms covering the payment of the Option Price; and to
make all other determinations and take all other actions deemed
necessary or advisable for the proper administration of the Plan. All
such actions and determinations shall be conclusively binding for all
purposes and upon all persons.

5. Participants. Options may be granted under the Plan the
Company's employees, directors and officers, and consultants or
advisors to the Company, provided however that bona fide services
shall 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.

6. Terms and Conditions of Options. Any Option granted
under the Plan shall be evidenced by an agreement executed by the Company
and the recipient and shall contain such terms and be in such form as
the Committee may from time to time approve, subject to the following
limitations and conditions:

(a) Option Price. The Option Price per share with
respect to each Option shall be determined by the Committee but shall
in no instance be less than the par value of the Common Stock.
(b) Period of Option. The period during which each
option may be exercised, and the expiration date of each Option shall
be fixed by the Committee, but, notwithstanding any provision of the Plan
to the contrary, such expiration date shall not be more than ten years
from the date of Grant.
(c) Vesting of Shareholder Rights. Neither an
Optionee nor his successor shall have any rights as a shareholder of
the Company until the certificates evidencing the shares purchased
are properly delivered to such Optionee or his successor.
(d) Exercise of Option. Each Option shall be
exercisable from time to time during a period (or periods) determined
by the Committee and ending upon the expiration or termination of the
Option; provided, however, the Committee may, by the provisions of any
Option Agreement, limit the number of shares purchaseable thereunder
in any period or periods of time during which the Option is
exercisable.
(e) Nontransferability of Option. No Option shall be
transferable or assignable by an Optionee, otherwise than by will or
the laws of descent and distribution and each Option shall be
exercisable, during the Optionee's lifetime, only by him. No Option
shall be pledged or hypothecated in any way and no Option shall be
subject to execution, attachment, or similar process except with the
express consent of the Committee.
(f) Death of Optionee. If an Optionee dies while
holding an Option granted hereunder, his Option privileges shall be
limited to the shares which were immediately purchasable by him at the
date of death and such Option privileges shall expire unless exercised
by his successor within four months after the date of death.
7. Reclassification, Consolidation, or Merger. If and to
the extent that the number of issued shares of Common Stock of the
Corporaton shall be increased or reduced by change in par value, split
up, reclassification, distribution of a dividend payable in stock, or
the like, the number of shares subject to Option and the Option price
per share shall be proportionately adjusted by the Committee, whose
determination shall be conclusive. If the Corporation is reorganized
or consolidated or merged with another corporation, an Optionee
granted an Option hereunder shall be entitled to receive Options
covering shares of such reorganized, consolidated, or merged company
in the same proportion, at an equivalent price, and subject to the
same conditions. The new Option or assumption of the old Option shall
not give Optionee additional benefits which he did not have under the
old Option, or deprive him of benefits which he had under the old
Option.

8. Restrictions on Issuing Shares. The exercise of each
Option shall be subject to the condition that if at any time the
Company shall determine in its discretion that the satisfaction of
withholding tax or other withholding liabilities, or that the listing,
registration, or qualification of any shares otherwise deliverable
upon such exercise upon any securities exchange or under any state or
federal law, or that the consent or approval of any regulatory body,
is necessary or desirable as a condition of, or in connection with,
such exercise or the delivery or purchase of shares purchased thereto,
then in any such event, such exercise shall not be effective unless
such withholding, listing, registration, qualification, consent, or
approval shall have been effected or obtained free of any conditions
not acceptable to the Company.

Unless the shares of stock covered by the Plan have been
regis tered with the Securities and Exchange Commission pursuant to
Section 5 of the Securities Act of l933, each optionee shall, by
accepting an option, represent and agree, for himself and his
transferrees by will or the laws of descent and distribution, that all
shares of stock purchased upon the exercise of the option will be
acquired for investment and not for resale or distribution. Upon such
exercise of any portion of an option, the person entitled to exercise
the same shall, upon request of the Company, furnish evidence
satisfactory to the Company (including a written and signed
representation) to the effect that the shares of stock are being
acquired in good faith for investment and not for resale
or distribution. Furthermore, the Company may, if it deems
appropriate, affix a legend to certificates representing shares of
stock purchased upon exercise of options indicating that such shares
have not been registered with the Securities and Exchange Commission
and may so notify the Company's transfer agent. Such shares may be
disposed of by an optionee in the following manner only: (l) pursuant
to an effective registration statement covering such resale or
reoffer, (2) pursuant to an applicable exemption from registration
as indicated in a written opinion of counsel acceptable to the
Company, or (3) in a transaction that meets all the requirements of
Rule l44 of the Securities and Exchange Commission. If shares of
stock covered by the Plan have been registered with the Securities and
Exchange Commission, no such restrictions on resale shall apply,
except in the case of optionees who are directors, officers, or
principal shareholders of the Company. Such persons may dispose of
shares only by one of the three aforesaid methods.
9. Use of Proceeds. The proceeds received by the Company
from the sale of Common Stock pursuant to the exercise of Options
granted under the Plan shall be added to the Company's general funds
and used for general corporate purposes.
l0. Amendment, Suspension, and Termination of Plan. The
Board of Directors may alter, suspend, or discontinue the Plan, but
may not, without the approval of a majority of those holders of the
Company's Common Stock voting in person or by proxy at any meeting of
the Company's shareholders, make any alteration or amendment thereof
which operates to (a) abolish the Committee, change the qualification
of its members, or withdraw the administration of the Plan from its
supervision, (b) make any material change in the class of eligible
employees as defined in paragraph 5, (c) increase the total number of
shares reserved for purposes of this Plan except as provided in
paragraph 7, (d) increase the total number of shares for which an
option or options may be granted to any one employee, (e) extend the
term of the Plan or the maximum option periods provided in paragraph
6, (f) decrease the minimum option price provided in paragraph 6,
except as provided in paragraph 7, or (g) materially increase the
benefits accruing to employees participating under this Plan.
Unless the Plan shall theretofore have been terminated by the
Board, the Plan shall terminate ten years after the effective date of
the Plan. No Option may be granted during any suspension or after the
termination of the Plan. No amendment, suspension, or termination of
the Plan shall, without an Optionee's consent, alter or impair any of
the rights or obligations under any Option theretofore granted to such
Optionee under the Plan.
11. Limitations. Every right of action by or on behalf of
the Com pany or by any shareholder against any past, present or future
member of the Board, or any officer or employee of the Company arising
out of or in connection with this Plan shall, irrespective of the
place where such action may be brought and irrespective of the place
of residence of any such director, officer or employee cease and be
barred by the expiration of one year from whichever is the later of
(a) the date of the act or omission in respect of which such right of
action arises; or (b) the first date upon which there has been made
generally available to shareholders an annual report of the Company or
any proxy statement for the annual meeting of shareholders following
the issuance of such annual report, which annual report and proxy
statment alone or together set forth, for the related period, the
number of shares issuable upon the exercise of the options granted
pursuant to this Plan; and any and all right of action by any employee
(past, present or future) against the Company arising out of or in
connection with this Plan shall, irrespective of the place where such
action may be brought, cease and be barred by the expiration of one
year from the date of the act or omission in respect of which
such right of action arises.

l2. Governing Law. The Plan shall be governed by the laws
of the State of Colorado.

l3. Expenses of Administration. All costs and expenses
incurred in the operation and adminstration of this Plan shall be
borne by the Company.
CEL-SCI CORPORATION
By
EXHIBIT 4(d)
CEL-SCI CORPORATION
1995 NON-QUALIFIED STOCK OPTION PLAN

1. Purpose. This 1995 Non-Qualified Stock Option Plan
(the "Plan") is intended to advance the interests of CEL-SCI Corporation
(the "Company") and its shareholders, by encouraging and enabling selected
officers, directors, consultants and key employees upon whose judgment,
initiative and effort the Company is largely dependent for the successful
conduct of its business, to acquire and retain a proprietary interest in the
Company by ownership of its stock. Options granted under the Plan are intended
to be Options which do not meet the requirements of
Section 422 of the Internal Revenue Code of l954, as amended (the "Code").

2. Definitions.

(a) "Board" means the Board of Directors of the Company.

(b) "Committee" means the directors duly appointed to
administer the Plan.

(d) "Date of Grant" means the date on which an Option is granted under the
Plan.

(e) "Option" means an Option granted under the Plan.

(f) "Optionee" means a person to whom an Option, which has not
expired, has been granted under the Plan.

(g) "Successor" means the legal representative of the estate of a
deceased optionee or the person or persons who acquire the right to
exercise an Option by bequest or inheritance or by reason of the death
of any Optionee.

3. Administration of Plan. The Plan shall be administered by
the Company's Board of Directors or in the alternative, by a committee of two
or more directors appointed by the Board (the "Committee"). If a Committee
should be appointed, the Committee shall report all action taken by it to the
Board. The Committee shall have full and final authority in its discretion,
subject to the provisions of the Plan, to determine the individuals to whom and
the time or times at which Options shall be granted and the number of shares
and purchase price of Common Stock covered by each Option; to construe and
interpret the Plan; to determine the terms and provisions of the respective
Option agreements, which need not be identical,including, but without
limitation, terms covering the payment of the Option Price; and to make all
other determinations and take all other actions deemed necessary or advisable
for the proper administration of the Plan. All such actions and determinations
shall be conclusively binding for all purposes and upon all persons.

4. Common Stock Subject to Options. The aggregate number of
shares of the Company's Common Stock which may be issued upon the exercise
of Options granted under the Plan shall not exceed 1,000,000, subject to
adjustment under the provisions of paragraph 7. The shares of Common Stock to
be issued upon the exercise of Options may be authorized but unissued shares,
shares issued and reacquired by the Company or shares bought on the market for
the purposes of the Plan. In the event any Option shall, for any reason,
terminate or expire or be surrendered without having been exercised in full,
the shares subject to such Option but not purchased thereunder shall again be
available for Options to be granted under the Plan.
5. Participants. Options may be granted under the Plan the
Company's employees, directors and officers, and consultants or advisors to
the Company, provided however that bona fide services shall 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.

6. Terms and Conditions of Options. Any Option granted under
the Plan shall be evidenced by an agreement executed by the Company and the
recipient and shall contain such terms and be in such form as the Committee may
from time to time approve, subject to the following limitations and conditions:

(a) Option Price. The Option Price per share with respect to
each Option shall be determined by the Committee but shall in no instance be
less than the par value of the Common Stock.

(b) Period of Option. The period during which each option may be
exercised, and the expiration date of each Option shall be fixed by the
Committee, but, notwithstanding any provision of the Plan to the contrary,
such expiration date shall not be more than ten years from the date of Grant.

(c) Vesting of Shareholder Rights. Neither an Optionee nor his
successor shall have any rights as a shareholder of the Company until the cer-
tificates evidencing the shares purchased are properly delivered to such
Optionee or his successor.

(d) Exercise of Option. Each Option shall be exercisable from
time to time during a period (or periods) determined by the Committee and
ending upon the expiration or termination of the Option; provided, however, the
Committee may, by the provisions of any Option Agreement, limit the number of
shares purchaseable thereunder in any period or periods of time during which
the Option is exercisable.

(e) Nontransferability of Option. No Option shall be
transferable or assignable by an Optionee, otherwise than by will or the laws
of descent and distribution and each Option shall be exercisable, during the
Optionee's lifetime, only by him. No Option shall be pledged or hypothecated
in any way and no Option shall be subject to execution, attachment, or similar
process except with the express consent of the Committee.

(f) Death of Optionee. If an Optionee dies while holding an
Option granted hereunder, his Option privileges shall be limited to the shares
which were immediately purchasable by him at the date of death and such Option
privileges shall expire unless exercised by his successor within four months
after the date of death.

7. Reclassification, Consolidation, or Merger. If and to the
extent that the number of issued shares of Common Stock of the Corporaton shall
be increased or reduced by change in par value, split up, reclassification,
distribution of a dividend payable in stock, or the like, the number of shares
subject to Option and the Option price per share shall be proportionately
adjusted by the Committee, whose determination shall be conclusive. If the
Corporation is reorganized or consolidated or merged with another corporation,
an Optionee granted an Option hereunder shall be entitled to receive Options
covering shares of such reorganized, consolidated, or merged company in the
same proportion, at an equivalent price, and subject to the same conditions.
The new Option or assumption of the old Option shall not give Optionee
additional benefits which he did not have under the old Option, or deprive
him of benefits which he had under the old Option.
8. Restrictions on Issuing Shares. The exercise of each Option
shall be subject to the condition that if at any time the Company shall
determine in its discretion that the satisfaction of withholding tax or other
withholding liabilities, or that the listing, registration, or qualification of
any shares otherwise deliverable upon such exercise upon any securities
exchange or under any state or federal law, or that the consent or approval of
any regulatory body, is necessary or desirable as a
condition of, or in connection with, such exercise or the delivery or purchase
of shares purchased thereto, then in any such event, such exercise shall not be
effective unless such withholding, listing, registration, qualification,
consent, or approval shall have been effected or obtained free of any
conditions not acceptable to the Company.
Unless the shares of stock covered by the Plan have been
registered with the Securities and Exchange Commission pursuant to Section 5 of
the Securities Act of l933, each optionee shall, by accepting an option,
represent and agree, for himself and his transferrees by will or the laws of
descent and distribution, that all shares of stock purchased upon the exercise
of the option will be acquired for investment and not for resale or
distribution. Upon such exercise of any portion of an option,
the person entitled to exercise the same shall, upon request of the Company,
furnish evidence satisfactory to the Company (including a written and signed
representation) to the effect that the shares of stock are being acquired in
good faith for investment and not for resale or distribution. Furthermore, the
Company may, if it deems appropriate, affix a legend to certificates
representing shares of stock purchased upon exercise of options indicating that
such shares have not been registered with the Securities and Exchange
Commission and may so notify the Company's transfer agent.
Such shares may be disposed of by an optionee in the following manner only: (l)
pursuant to an effective registration statement covering such resale or
reoffer, (2) pursuant to an applicable exemption from registration as indicated
in a written opinion of counsel acceptable to the Company, or (3) in a
transaction that meets all the requirements of Rule l44 of the Securities and
Exchange Commission. If shares of stock covered by the Plan have been
registered with the Securities and Exchange Commission, no such restrictions on
resale shall apply, except in the case of optionees who are directors,
officers, or principal shareholders of the Company. Such persons may dispose of
shares only by one of the three aforesaid methods.
9. Use of Proceeds. The proceeds received by the Company from
the sale of Common Stock pursuant to the exercise of Options granted under the
Plan shall be added to the Company's general funds and used for general
corporate purposes.

l0. Amendment, Suspension, and Termination of Plan. The Board of
Directors may alter, suspend, or discontinue the Plan, but may not, without the
approval of a majority of those holders of the Company's Common Stock voting in
person or by proxy at any meeting of the Company's shareholders, make any
alteration or amendment thereof which operates to (a) abolish the Committee,
change the qualification of its members, or withdraw the administration of the
Plan from its supervision, (b) make any material change in the class of
eligible employees as defined in paragraph 5, (c) increase the
total number of shares reserved for purposes of this Plan except as provided in
paragraph 7, (d) increase the total number of shares for which an option or
options may be granted to any one employee, (e) extend the term of the Plan or
the maximum option periods provided in paragraph 6, (f) decrease the minimum
option price provided in paragraph 6, except as provided in paragraph 7, or
(g) materially increase the benefits accruing to employees participating under
this Plan.
Unless the Plan shall theretofore have been terminated by the Board,
the Plan shall terminate ten years after the effective date of the Plan. No
Option may be granted during any suspension or after the termination of the
Plan. No amendment, suspension, or termination of the Plan shall, without an
Optionee's consent, alter or impair any of the rights or obligations under any
Option theretofore granted to such Optionee under the Plan.
11. Limitations. Every right of action by or on behalf of the
Company or by any shareholder against any past, present or future member of the
Board, or any officer or employee of the Company arising out of or in
connection with this Plan shall, irrespective of the place where such action
may be brought and irrespective of the place of residence of any such director,
officer or employee cease and be barred by the expiration of one year from
whichever is the later of (a) the date of the act or omission in respect of
which such right of action arises; or (b) the first date upon which there has
been made generally available to shareholders an annual report of
the Company or any proxy statement for the annual meeting of shareholders
following the issuance of such annual report, which annual report and proxy
statment alone or together set forth, for the related period, the number of
shares issuable upon the exercise of the options granted pursuant to this Plan;
and any and all right of action by any employee (past, present or future)
against the Company arising out of or in connection with this Plan shall,
irrespective of the place where such action may be brought, cease
and be barred by the expiration of one year from the date of the act or
omission in respect of which such right of action arises.
l2. Governing Law. The Plan shall be governed by the laws of the
State of Colorado.
l3. Expenses of Administration. All costs and expenses incurred in
the operation and adminstration of this Plan shall be borne by the Company.
CEL-SCI CORPORATION
By

EXHIBIT 5

March 29, 1996

CEL-SCI Corporation
66 Canal Center Plaza
Suite 510
Alexandria, Virginia 223l4

Gentlemen:

This letter will constitute an opinion upon the legality of the sale by
CEL-SCI Corporation, a Colorado corporation, of up to 1,000,000 shares of
Common Stock, all as referred to in the Registration Statement on Form S-8
filed by the Company with the Securities and Exchange Commission.

We have examined the Articles of Incorporation, the Bylaws and the
minutes of the Board of Directors of the Company and the applicable laws of the
State of Colorado, and a copy of the Registration Statement. In our opinion,
the Company has duly authorized the issuance of the shares of stock mentioned
above and such shares when issued will be legally issued, fully paid, and
nonassessable.
Very truly yours,
HART & TRINEN
By /s/ William T. Hart
William T. Hart

EXHIBIT 99

CEL-SCI CORPORATION
1,207,000 Shares Common Stock

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus relates to 1,207,000 shares (the "Shares") of
common stock (the "Common Stock") of CEL-SCI Corporation (the
"Company") which may be issued pursuant to certain employee incentive
plans adopted by the Company. The employee incentive plans provide
for the grant, to selected employees of the Company and other persons,
of either stock bonuses or options to purchase shares of the Company's
Common Stock. Persons who received Shares pursuant to the Plans and
who are offering such Shares to the public by means of this Prospectus
are referred to as the "Selling Shareholders".
The Company has two Incentive Stock Option Plans, three Non
Qualified Stock Option Plans and a Stock Bonus Plan. The Company also
has outstanding options which were granted pursuant to the terms of a
stock option plan which was terminated in 1992 (the "1987 Stock Option
and Bonus Plan"). In some cases the plans described above are
collectively referred to as the "Plans". The terms and conditions of
any stock bonus and the terms and conditions of any options, including
the price of the shares of Common Stock issuable on the exercise of
options, are governed by the provisions of the respective Plans and
the stock bonus or stock option agreements between the Company and the
Plan participants.
The Selling Shareholders may offer the shares from time
to time in negotiated transactions in the over-the-counter market, at
fixed prices which may be changed from time to time, at market prices
prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Selling Shareholders may
effect such transactions by selling the Shares to or through
securities broker/dealers, and such broker/dealers may receive
compensation in the form of discounts, concessions, or commissions
from the Selling Shareholders and/or the purchasers of the Shares for
whom such broker/dealers may act as agent or to whom they sell as
principal, or both (which compensation as to a particular
broker/dealer might be in excess of customary commissions). See
"Selling Shareholders" and "Plan of Distribution".
None of the proceeds from the sale of the Shares by the
Selling Shareholders will be received by the Company. The Company has
agreed to bear all expenses (other than underwriting discounts,
selling commissions and fees and expenses of counsel and other
advisers to the Selling Shareholders). The Company has agreed to
indemnify the Selling Shareholders against certain liabilities,
including liabilities under the Securities Act of 1933, as amended
(the "Securities Act").
The date of this Prospectus is April 5, 1996.

AVAILABLE INFORMATION

The Company is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Proxy statements, reports and
other information concerning the Company can be inspected and copied
at Room 1024 of the Commission's office at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Commission's Regional Offices in New
York (26 Federal Plaza, New York, New York 10278), and Chicago
(Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511), and copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. This Prospectus
does not contain all information set forth in the Registration Statement of
which this Prospectus forms a part and exhibits thereto which the
Company has filed with the Commission under the Securities Act and to
which reference is hereby made.

DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide, without charge, to each person to
whom a copy of this Prospectus is delivered, including any beneficial
owner, upon the written or oral request of such person, a copy of any
or all of the documents incorporated by reference herein (other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference into this Prospectus). Requests should be
directed to:
CEL-SCI Corporation
66 Canal Center Plaza
Suite 510
Alexandria, Virginia 223l4
(703) 549-5293
Attention: Secretary

The following documents filed with the Commission by the Company
(Commission File No. 0-11503) are hereby incorporated by reference into this
Prospectus:

(1) The Company's Annual Report on Form 10-K/A for the fiscal year
ended September 30, 1995; and
(2) The Company's Quarterly Report on Form 10-Q/A for the fiscal
quarter ended December 31, 1995.
(3) Proxy Statement relating to the April 28, 1995 Annual Meeting of
Shareholders.

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

TABLE OF CONTENTS
PAGE
THE COMPANY ................................................ 5

RECENT DEVELOPMENTS CONCERNING THE COMPANY WHICH HAVE
NOT BEEN REFLECTED IN REPORTS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION ................................ 6

RISK FACTORS ............................................... 7

DILUTION .................................................. 13

USE OF PROCEEDS ........................................... 13

SELLING SHAREHOLDERS ...................................... 13

PLAN OF DISTRIBUTION .......................................16

DESCRIPTION OF COMMON STOCK ................................17

GENERAL ....................................................18

THE COMPANY
CEL-SCI Corporation (the "Company") was formed as a Colorado
corporation in l983 to acquire and finance research and development of
natural human interleukin-2 ("IL-2") and related products and
processes using the Company's proprietary cell culture technologies.
The Company's proprietary product, which is a combination, or
"cocktail", of IL-2 and certain lymphokines and cytokines, is
sometimes referred to by the Company as MULTIKINETM. The Company was
initially formed under the name Interleukin2, Inc. and changed its
name to CEL-SCI Corporation in March, 1988. The compounds,
compositions and processes, to which the Company has acquired an
exclusive world-wide license, are being tested to determine if they
are effective in improving the immune response of advanced cancer
patients. Before human testing can begin with respect to a drug or
biological product, preclinical studies are conducted in laboratory
animals to evaluate the potential efficacy and the safety of a
product. Human clinical studies generally involve a three-phase
process. The initial clinical evaluation, Phase I, consists of
administering the product and testing for safe and tolerable dosage
levels. Phase II trials continue the evaluation of immunogenicity and
determine the appropriate dosage for the product, identify possible
side effects and risks in a larger group of subjects, and provide
preliminary indications of efficacy. Phase III trials consist of
testing for actual clinical efficacy for safety within an expanded
group of patients at geographically dispersed test sites.
Between 1983 and 1986 the Company was primarily involved in
funding pre-clinical and Phase I clinical trials of MULTIKINE. These
trials were con ducted at St. Thomas's Hospital Medical School in
London, England pursuant to authority granted by England's Department
of Health and Social Security. In July, 1991 physicians at a southern
Florida medical institution began human clinical trials using
MULTIKINE. The focus of these trials was the treatment of metastatic
malignant melanoma and unresectable head and neck cancer using MULTIKINE. The
clinical trials in Florida were conducted pursuant to approvals obtained by the
medical institution from the Florida Department of Health and
Rehabilitative Services.
In March 1995, the Canadian Health Protection Branch, Health
and Welfare Ministry gave clearance to the Company to start a phase
I/II cancer study using Multikine. The study, which will enroll up to
30 head and neck cancer patients who have failed conventional
treatments, is expected to be conducted at the Ottawa Regional Cancer
Center and HotelDieu de Montreal Hospital. The study is designed to
evaluate safety, tumor responses and immune responses in patients
treated with multiple courses of Multikine. The length of time that
each patient will remain on the investigational treatment will depend
on the patient's response to treatment. In May l995, the U.S. Food
and Drug Administration (FDA) authorized the export of the Company's
Multikine drug to Canada for purposes of this study.
In February 1996 the FDA authorized the Company to conduct
two human clinical studies using MULTIKINE. The studies will focus on
prostate and head and neck cancer. The prostate study will be
conducted at Jefferson Hospital in Philadelphia, Pennsylvania and will
involve up to 15 prostate cancer pa tients who have failed on hormonal
therapy. The head and neck cancer study will involve up to 30 cancer
patients who have failed using conventional therapies. The Company is
currently evaluating clinical centers in the U.S. for purposes of the
study. The head and neck cancer study in the U.S. will be conducted
in conjunction with the Company's Canadian head and neck cancer study.
In October 1995 Viral Technologies, Inc. ("VTI") became a
wholly owned subsidiary of the Company. VTI is engaged in the
development of a possible treatment/vaccine for AIDS. VTI's technology
may also have application in the treatment of AIDS-infected
individuals and the diagnosis of AIDS. VTI's AIDS treatment/vaccine,
HGP-30, has completed certain Phase I human clinical trials. In the
Phase I trials, the vaccine was administered to volunteers who were not
infected with the HIV virus in an effort to determine safe and tolerable dosage
levels.
Product licensure in a foreign country or under state
authority does not mean that the product will be licensed by the FDA
and there are no assurances that the Company or VTI will receive any
approval of the FDA or any other governmental entity for the
manufacturing and/or marketing of a product. Consequently, the
commencement of the manufacturing and marketing by the Company or VTI
of any product is, in all likelihood, many years away. The lack of
government approval for the Company's or VTI's products will prevent
the Company and VTI from generally marketing their products. Delays in
obtaining government approval or the failure to obtain government
approval may have a material adverse impact upon the Company's
operations. All of the Company's products are in the early stages of
development. The Company does not expect to develop commercial
products for several years, if at all. The Company has had operating
losses since its inception, has an accumulated deficit of
approximately $25,745,000 at December 31, 1995, and expects to incur
substantial losses for the foreseeable future.
The Company's executive offices are located at 66 Canal Center
Plaza, Suite 510, Alexandria, Virginia 22314, and its telephone
number is (703) 549-5293.

As of March 31, 1996 the Company had 6,295,664 shares of Common Stock
issued and outstanding.

RECENT DEVELOPMENTS CONCERNING THE COMPANY WHICH HAVE NOT BEEN
REFLECTED IN REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION

In February 1996 the FDA authorized the Company to conduct two
human clinical studies using MULTIKINE. The studies will focus on
prostate and head and neck cancer. The prostate study will be
conducted at Jefferson Hospital in Philadelphia, Pennsylvania and will
involve up to 15 prostate cancer pa- tients who have failed on
hormonal therapy. The head and neck cancer study will involve up to 30
cancer patients who have failed using conventional therapies. The
Company is currently evaluating clinical centers in the U.S. for
purposes of the study. The head and neck cancer study in the U.S.
will be conducted in conjunction with the Company's Canadian head and
neck cancer study.
In January 1996 the Company acquired a new patented T-cell
Modulation Process which uses "heteroconjugates" to direct the body to
chose a specific immune response.
The ability to generate a specific immune response is
important be cause many diseases are often not combatted effectively
due to the body's selection of the "inappropriate" immune response.
The capability to specifically reprogram an immune response may offer
a more effective approach than existing vaccines and drugs in
attacking an underlying disease.
The Company intends to use this new technology to improve the
cellular immune response of VTI's HIV HGP-30 immunogen which is
currently in two clinical studies. In addition, the Company intends
to use the technology to develop a potential Tuberculosis (TB)
vaccine/treatment. TB is the largest killer of all infectious
diseases worldwide and new strains of drug resistant TB are emerging
daily. The technology is also a potential platform technology which
could also work with many other peptides. Using this new technology,
the Com- pany is currently conducting in vitro laboratory and in vivo
animal studies that have defined a combination of components that
appear to modulate T-cells identified with specific diseases.

The technology was acquired from Cell-Med, Incorporated
("CELL MED") in consideration for the Company's agreement to pay
certain liabilities of CELL-MED in the amount of approximately $6,000.
If the Company elects to retain ownership in the technology after
March 30, 1997, the Company must pay CELL-MED $200,000, plus
additional payments ranging between $100,000 and $600,000, depending
upon the Company's ability to obtain regulatory approval for clinical
studies using the technology. In addition, should the Company receive
FDA approval for the sale of any product incorporating the technology, the
Company is obligated to pay CELLMED an advance royalty of $500,000, a royalty
of 5% of the sales price of any product using the technology, plus 15% of any
amounts the Company receives as a result of sublicensing the technology. So
long as the Company retains rights in the technology, the Company has also
agreed to pay the future costs associated with pursuing and or
maintaining CELL MED's patent and patent applications relating to the
technology. As of February 29, 1996, CELL-MED had been issued patents
in Australia and from the European Patent Office covering the
technology and had several U.S. and foreign patent applications
pending.

RISK FACTORS

The securities offered hereby represent a speculative
investment and involve a high degree of risk. Therefore, prospective
investors should read this Prospectus and carefully consider, among
others, the following risk factors in addition to the other information
set forth in this Prospectus prior to making an investment.

Offering Proceeds. This Offering is being made by certain
Selling Shareholders. The Company will not receive any proceeds from
the sale of the shares by the Selling Shareholders.

Lack of Revenues and History of Loss. The Company has had
only limited revenues since it was formed in 1983. Since the date of
its formation and through December 31, 1995, the Company has incurred
net losses of approxi- mately $25,740,000. During the years ended
September 30, 1993, 1994 and 1995 the Company suffered losses of
$2,404,992, $4,426,876 and $3,878,638 respectively. The Company has
relied principally upon the proceeds of public and private sales of
securities to finance its activities to date. See "Management's
Discussion and Analysis". All of the Company's potential products are
in the early stages of development, and any commercial sale of these
products will be many years away. Accordingly, the Company expects to
incur substantial losses for the foreseeable future.

Need for Additional Capital. Clinical and other studies
necessary to obtain approval of a new drug can be time consuming and
costly, especially in the United States, but also in foreign countries.
The different steps necessary to obtain regulatory approval, especially
that of the Food and Drug Administration ("FDA"), involve significant
costs. The Company expects that it will need additional financing in
order to fund the costs of future clinical trials, related research,
and general and administrative expenses. The Company may be forced to
delay or postpone development and research expenditures if the Company
is unable to secure adequate sources of funds. These delays in
development may have an adverse effect on the Company's ability to
produce a timely and competitive product. There can be no assurance
that the Company will be able to obtain additional funding from other
sources.

Viral Technologies, Inc. ("VTI"), a wholly-owned subsididary
of the Company, is dependent upon funding from the Company for its
operations and research programs.

Cost Estimates. The Company's estimates of the costs
associated with future clinical trials and research may be
substantially lower than the actual costs of these activities. If the
Company's cost estimates are incor rect, the Company will need
additional funding for its research efforts.

Government Regulation - FDA Approval. Products which may be
developed by the Company or Viral Technologies, Inc. (or which may be
developed by affiliates or licensees) will require regulatory approvals
prior to sale. In particular, therapeutic agents and diagnostic
products are subject to approval, prior to general marketing, by the
FDA in the United States and by comparable agencies in most foreign
countries. The process of obtaining FDA and corresponding foreign
approvals is costly and time consuming, particularly for pharmaceutical
products such as those which might ultimately be developed by the Company,
Viral Technologies, Inc. or its licensees, and there can be no assurance
that such approvals will be granted. Any failure to obtain or any
delay in obtaining such approvals may adversely affect the ability of
potential licensees or the Company to successfully market any products
developed. Also, the extent of adverse government regulations which
might arise from future legislative or administrative action cannot be
predicted. The clinical trial which the Company's affiliate, Viral
Technologies, Inc., is conducting in California is regulated by
government agencies in California and obtaining approvals from states
for clinical trials is likewise expensive and time consuming.

Dependence on Others to Manufacture Product. The Company has
an agreement with an unrelated corporation for the production, until
1997, of MULTIKINE for research and testing purposes. At present,
this is the Company's only source of MULTIKINE. If this corporation
could not, for any reason, supply the Company with MULTIKINE, the
Company estimates that it would take approximately six to ten months
to obtain supplies of MULTIKINE under an alternative manufacturing
arrangement. The Company does not know what cost it would incur to
obtain this alternative source of supply.

Licensed Technology - Potential Conflicts of Interest. The
Company's clinical studies and research have been focused on
compounds, composi tions and processes which were licensed to the
Company by Sittona Company, B.V. ("Sittona") in 1983. Maximilian de
Clara, the Company's president and a director, acquired control of
Sittona in 1985. Any commercial products developed by the Company and
based upon the technology licensed by Sittona will belong to Sittona,
subject to the Company's right to manufacture and sell such products
in accordance with the terms of the licensing agreement. The Company's
license remains in effect until the expiration or abandonment of all
patent rights or until the compounds, compositions and processes
subject to the license enter into the public domain, whichever is
later. The license may be terminated earlier for other reasons,
including the insolvency of the Company. Accordingly, a conflict of
interest may arise between the Company and Mr. de Clara concerning the
Company's continued rights to the licensed technology. Any future
transactions between the Company and Sittona will be subject to the
review and approval by a majority of the Company's disinterested
directors.

Technological Change. The biomedical field in which the
Company is involved is undergoing rapid and significant technological
change. The suc cessful development of therapeutic agents and
diagnostic products from the compounds, compositions and processes
licensed to the Company, through Company financed research or as a
result of possible licensing arrangements with pharmaceutical or
other companies, will depend on its ability to be in the technological
forefront of this field. There can be no assurance that the Company will
achieve or maintain such a competitive position or that
other technological developments will not cause the Company's
proprietary technologies to become uneconomical or obsolete.

Patents. Since 1983 the Company, on behalf of the owners of
the compounds, compositions and processes licensed to the Company, has
filed applications for United States and foreign patents covering
certain aspects of the technology. Although the Company has paid the
costs of applying for and obtaining patents, the technology covered
by the patents is not owned by the Company, but by an affiliated party
which has licensed the technology to the Company. As of the date of
this Prospectus nine patents have been issued in the United States and
three patents have been issued in Europe. There is no assurance that
the applications still pending or which may be filed in the future
will result in the issuance of any patents. Furthermore, there is no
assurance as to the breadth and degree of protection any issued
patents might afford the owners of the patents and the Company.
Disputes may arise between the owners of the patents or the Company
and others as to the scope, validity and ownership rights of these or
other patents. Any defense of the patents could prove costly and time
consuming and there can be no assurance that the Company or the owners of the
patents will be in a position, or will deem it advisable, to carry on such a
defense. Other private and public concerns, including universities,
may have filed applications for, or may have been issued, patents and
are expected to obtain additional patents and other proprietary rights
to technology potentially useful or necessary to the Company. The
scope and validity of such patents, if any, the extent to which the
Company or the owners of the patents may wish or need to acquire the
rights to such patents, and the cost and availability of such rights
are presently unknown. Also, as far as the Company relies upon
unpatented proprietary technology, there is no assurance that others
may not acquire or independently develop the same or similar
technology. The first patent licensed to the Company will expire in
the year 2000. Since the Company's IND application relating to
MULTIKINE has only recently been cleared by the FDA, and since the
Company does not know if it will ever be able to sell Multikine on a
commercial basis, the Company can- not predict what effect the
expiration of this patent will have on the Company. Notwithstanding
the above, the Company believes that later issued patents will protect
the technology associated with Multikine past the year 2000.

Product Liability and Lack of Insurance. Although the
Company has product liability insurance for its HGP-30 vaccine, at the
present time, the Company does not have product liability insurance
for MULTIKINE. The successful prosecution of a product liability case
against the Company could have a materially adverse effect upon its
business.

Dependence on Management and Scientific Personnel. The
Company is dependent for its success on the continued availability of
its executive officers. The loss of the services of any of the
Company's executive officers could have an adverse effect on the
Company's business. The Company does not carry key man life insurance
on any of its officers. The Company's future success will also depend
upon its ability to attract and retain qualified scientific personnel.
There can be no assurance that the Company will be able to hire and
retain such necessary personnel.

Shares Available for Resale. As of March 3l, 1996, there were
6,295,664 shares bought of the Company's Common Stock issued and
outstanding. Approximately 200,000 of these shares (excluding the
shares offered by this prospectus) have not been registered under the
Securities Act of l933, as amended (the "Act"), and are "restricted
securities" as defined by Rule l44 of the Act. Rule l44 provides, in
essence, that shareholders, after holding restricted securities for
a period of two years may, every three months, sell in ordinary
brokerage transactions an amount equal to the greater of l% of the
Company's then outstanding Common stock or the average weekly trading
volume, if any, of the stock during the four calendar weeks preceding
the sale. Nonaffiliates of the Company who hold restricted securities
for a period of three years may, under certain prescribed conditions,
sell their securities without regard to any of the requirements of the
Rule. As of the date of this Prospectus, substantially all shares of
restricted stock were available for resale pursuant to Rule l44.
Sales of restricted stock may have a depressive effect on the market
price of the Company's Common Stock. Such sales might also impede
future financing by the Company.

Options and Warrants. In March, 1991 the Company granted a
finan cial public relations consultant an option to purchase 50,000
shares of the Company's Common Stock. The option is exercisable at
$13.80 per share and expires in March, l996. The holder of the option
has the right to have the shares issuable upon the exercise of the
option included in any registration statement filed by the Company.
In connection with the Company's l992 Public Offering, the Company
issued Underwriter's Warrants that entitle the holders of the Warrants
to purchase 45,000 shares of the Company's Common Stock plus Warrants
which allow for the purchase of an additional 90,000 shares of the
Company's Common Stock. The Underwriter's Warrants provide that the Company,
at its expense, will make appropriate filings with the Securities and
Exchange Commission so that the securities underlying the
Underwriter's Warrants will be available for public sale. Such filings
could result in substantial expense to the Company and could hinder
future financings by the Company.

In connection with the Company's June and September 1995
Private Offerings, the Company issued warrants which allow the holders
to purchase up to 1,150,000 shares of Common Stock at any time prior
to June 30, l997 at a price of $1.60 per share. As of February 29,
1996 warrants to purchase 625,000 shares of Common Stock had been
exercised.

As part of these same Private Offerings, the Company issued to
Neidiger/Tucker/Bruner, Inc., the sales agent for that offering,
warrants to purchase 57,500 shares of the Company's Common Stock at
$2.00 per share, 57,500 shares at $2.40 per share and an additional
115,000 shares at $3.25 per share. The Warrants issued to the Sales
Agent provide that the Company, at its expense, will make
appropriate filings with the Securities and Exchange Commission so
that the securities underlying these Warrants will be available for
public sale. Such filings could result in substantial expense to the
Company and could hinder future financings by the Company.

In addition to the foregoing, the Company has granted other
options and warrants to the Company's officers, directors, employees
and certain persons which would allow such persons to purchase up to
981,926 shares of Common Stock at prices ranging from $2.87 to $19.70
per share. The Company may also grant options to purchase 117,407
additional shares under its Incen tive Stock Option and Non-Qualified
Stock Option Plans.

For the terms of the options and warrants referred to above,
the holders thereof will have an opportunity to profit from any
increase in the market price of the Company's Common Stock without
assuming the risks of ownership. Holders of such options and warrants
may exercise them at a time when the Company could obtain additional
capital on terms more favorable than those provided by the options and
warrants which may adversely affect the ability of the Company to
obtain additional capital in the future. The exercise of the options
and warrants will dilute the voting interest of the owners of
presently outstanding shares of the Company's Common Stock. The sale
of the shares of Common Stock issuable upon the exercise of the
options and warrants could adversely affect the market price of the
Company's stock.

Competition. The competition in the research, development
and commercialization of products which may be used in the prevention
or treatment of cancer and AIDS is intense. Major pharmaceutical and
chemical companies, as well as specialized genetic engineering firms,
are developing products for these diseases. Many of these companies
have substantial financial, research and development, and marketing
resources and are capable of providing significant long-term
competition either by establishing in-house research groups or by
forming collaborative ventures with other entities. In addition, both
smaller companies and non-profit institutions are active in research
relating to cancer and AIDS and are expected to become more active in
the future.

The clinical trials sponsored to date by the Company and VTI
have not been approved by the FDA, but rather have been conducted
pursuant to approvals obtained from regulatory agencies in England,
Canada and certain states. Since the results of these clinical trials
may not be accepted by the FDA, companies which are conducting
clinical trials approved by the FDA may have a competitive advantage
in that the products of such companies are further advanced in the
regulatory process than those of the Company or VTI.

Lack of Dividends. There can be no assurance that the operations of
the Company will result in any revenues or will be profitable. At the
present time, the Company intends to use available funds to finance
any possible growth of the Company's business. Accordingly, while
payment of dividends rests within the discretion of the Board of Directors, no
dividends have been declared or paid by the Company. The Company does
not presently intend to pay dividends and there can be no assurance
that dividends will ever be paid. Pursuant to the terms of a loan
agreement with a bank, the Company may not pay any dividends without
the consent of the bank.

Dilution. Persons purchasing the securities offered by this
Prospectus will suffer an immediate dilution in the per share net
tangible book value of their Common Stock.

Preferred Stock. The Company's Articles of Incorporation
authorize the Company's Board of Directors to issue up to 200,000
shares of Preferred Stock. Although no Preferred Stock has been
issued to date, the provisions in the Company's Articles of
Incorporation relating to the Preferred Stock would allow the
Company's directors to issue Preferred Stock with multiple votes per
share and dividends rights which would have priority over any
dividends paid with respect to the Company's Common Stock. The
issuance of Preferred Stock with such rights may make the removal of
management difficult even if such removal would be considered
beneficial to shareholders generally, and will have the effect of
limiting shareholder participation in certain transactions such as
mergers or tender offers if such transactions are not favored by incumbent
management.
DILUTION
As of January 31, 1996, the Company had 6,122,414 shares of its
Common Stock outstanding with a net tangible book value (total assets
less total liabilities and intangible assets) of approximately $0.85
per share.
The net tangible book value of a share of the Company's Common
Stockis substantially less than the price which investors will pay for
the shares offered by this Prospectus. The difference between the
public offering price and the net tangible book value of the Company's
Common Stock is the dilution attributable to each share of Common
Stock.
"Net tangible book value per share" is the amount that
results from subtracting the total liabilities and intangible assets of the
Company from its total assets and dividing such amount by the shares
of Common Stock then outstanding.
USE OF PROCEEDS
All of the shares offered by this Prospectus are being offered by
certain owners of the Company's Common Stock (the Selling Shareholders) and
were issued by the Company in connection with the Company's employee stock
bonus or stock option plans. None of the proceeds from this offering will be
received by the Company. Expenses expected to be incurred by the Company in
connection with this offering are estimated to be approximately $10,000. The
Selling Shareholders have agreed to pay all commissions and other compensation
to any securities broker/dealers through whom they sell any of the
Shares.
SELLING SHAREHOLDERS
The Company has issued (or may in the future issue) shares of
its common stock to various persons pursuant to certain employee
incentive plans adopted by the Company. The employee incentive plans
provide for the grant, to selected employees of the Company and other
persons, of either stock bonuses or options to purchase shares of the
Company's Common Stock. Persons who received Shares pursuant to the
Plans and who are offering such Shares to the public by means of this
Prospectus are referred to as the "Selling Shareholders".
The Company has adopted a number of Stock Option Plans as
well as a Stock Bonus Plan. A summary description of these Plans
follows. In some cases these Plans are collectively referred to as the
"Plans".
Incentive Stock Option Plans. The Company has two Incentive
Stock Option Plans which collectively authorize the issuance of up to
200,000 shares of the Company's Common Stock to persons that exercise
options granted pursuant to the Plan. Only Company employees may be
granted options pursuant to the Incentive Stock Option Plan.

Non-Qualified Stock Option Plans. The Company has three Non
Qualified Stock Option Plans which collectively authorize the issuance
of up to 960,000 shares of the Company's Common Stock to persons that
exercise options granted pursuant to the Plans. The Company's
employees, directors, officers, consultants and advisors are eligible
to be granted options pursuant to the Plans, provided however that
bona fide services must be rendered by such consultants or advisors
and such services must not be in connection with the offer or sale of
securities in a capitalraising transaction. The option exercise price
is determined by the Committee but cannot be less than the market
price of the Company's Common Stock on the date the option is granted.

Stock Bonus Plan. The Company has a Stock Bonus Plan which
allows for the issuance of up to 40,000 shares of Common Stock. Such
shares may consist, in whole or in part, of authorized but unissued
shares, or treasury shares. Under the Stock Bonus Plan, the Company's
employees, directors, officers, consultants and advisors are eligible
to receive a grant of the Company's shares, provided however that bona
fide services must be rendered by consultants or advisors and such
services must not be in connection with the offer or sale of
securities in a capital-raising transaction.

As of February 29, 1996, 1,500 shares had been issued
pursuant to the Company's 1992 Stock Bonus Plan. All of these shares
were issued during the fiscal year ending September 30, 1994.

Prior Stock Option and Bonus Plan. The Company previously
had in effect a Stock Option and Bonus Plan ("the 1987 Plan") which
provided for the grant to the Company's officers, directors, employees
and consultants of either (i) shares of the Company's Common Stock for
services rendered or (ii) options to purchase shares of Common Stock.
The 1987 Plan was terminated by the Company in 1992. Since the 1987
Plan was terminated, no further options will be granted and no further
bonus shares will be issued pursuant to the 1987 Plan. However,
options previously granted may nevertheless still be exercised
according to the terms of the options. Prior to the termination of the
1987 Plan, the Company granted options to purchase 189,250 shares of
the Company's Common Stock. In June, 1995 the Company cancelled
options to purchase 176,250 shares that had previously been granted
under this Plan and reissued options for the same number of shares
under the Company's other stock option plans. See "Option Summary"
below.

Adjustment of Exercise Prices. In June 1995 the Company lowered
the exercise price on options held by all of the Company's officers,
directors and employees to $2.87 per share. The options subject to
this repricing allowed for the purchase of up to 444,250 shares of the
Company's Common Stock and included options previously granted to
those persons listed below. The Company's Board of Directors lowered
the exercise of these options since at the time of repricing (June 10,
1995), the options no longer provided a benefit to the option holders
due to the difference between the exercise price of the options and
the market price of the Company's Common Stock.

Option Summary. The following sets forth certain
information, as of March 3l, 1996, concerning the stock options
granted by the Company. Each option represents the right to purchase
one share of the Company's Common Stock.

</TABLE>
<TABLE>
<CAPTION>
Total Shares
Shares Reserved for Remaining
Reserved Outstanding Options
Name of Plan Under Plan Options Under Plan
<S> <C> <C> <C>

1987 Stock Option and Bonus Plan 200,000 7,000 (1)
1992 Incentive Stock Option Plan 100,000 94,050 3,283
1992 Non-Qualified Stock Option Plan 60,000 45,000 -
1994 Incentive Stock Option Plan 100,000 100,000 -
1994 Non-Qualified Stock Option Plan 100,000 97,250 2,750
1995 Non-Qualified Stock Option Plan 800,000 638,626 111,374

TOTAL: 981,926 117,407
<FN>
(1) This Plan was terminated in 1992 and as a result, no new options
will be granted pursuant to this Plan.
</FN>
</TABLE>

<TABLE)
[CAPTION]

The following table summarizes the options granted to the
Company's officers, directors, employees and consultants pursuant to
the Plans:

Name of Shares Subject to Options Which
Option Holder Have Been Granted to Date (1)

[S] [C]

Maximilian de Clara 225,000
Geert R. Kersten 468,750
Patricia B. Prichep 58,000
M. Douglas Winship 22,000
Dr. Eyal Talor 34,500
Prem Sarin 32,500
Dr. Daniel Zimmerman 12,000
Mark Soresi 41,500
F. Donald Hudson 39,500
Edwin Shalloway 39,500
Employees and Consultants to Company 76,343

l,049,593
[FN]
(1) The options issued to the Company's officers and directors are
exercisable at prices ranging from $2.38 to $3.87 per share. The
other options issued to certain employees of and consultants to
the Company are exercisable at prices ranging from $2.87 to
$19.70 per share.
[/FN]
[/TABLE]

Shares issuable upon the exercise of options granted to the
Company's officers and directors pursuant to the Plans, as well as
shares issued pursuant to the Stock Bonus Plan, are being offered by
means of this Prospectus. The following table provides certain
information concerning the shareholdings of the Company's officers
and directors and the shares offered by means of this
Prospectus.
<TABLE>
Number of
Shares to be
Number of Number of Shares Beneficially
Name of Shares Being Offered owned on Com- Percent
Selling Beneficially Bonus Option pletion of the of
Shareholder Owned Shares(3) Shares(4) Offering Class
<S> <C> <C> <C> <C> <C>
Maximilian
de Clara 5,000 (1) - 225,000 5,000 *
Geert R.
Kersten 104,940 - 468,750 104,940 1.6%
Patricia B.
Prichep 3,030 - 58,000 3,030 *
M. Douglas
Winship - - 22,000 - *
Dr. Eyal
Talor 1,500 1,500 34,500 1,500 *
Dr. Prem
Sarin - - 32,500 - *
Dr. Daniel
Zimmerman - - 12,000 - *
Mark V.
Soresi 1,875 - 41,500 1,875 *
F. Donald
Hudson - - 39,500 - *
Edwin
Shalloway - - 39,500 - *

* Less than 1%.

<FN>
(1) Shares are registered in the name of Milford Trading, Ltd., a
corporation controlled by Mr. de Clara.
(2) Includes shares held in trusts for the benefit of Mr.Kersten's children.
(3) Represents shares received as a stock bonus.
(4) Represents shares issued or issuable upon exercise of stock options.
(/FN>
</TABLE>/

Mr. de Clara and Mr. Kersten are officers and directors of
the Company. Ms. Prichep, Mr. Winship and Dr. Talor are officers of
the Company. Mr. Soresi, Mr. Hudson and Mr. Shalloway are directors of
the Company.
Each Selling Shareholder has represented that the Shares were
purchased for investment and with no present intention of distributing
or reselling such Shares. However, in recognition of the fact that
holders of restricted securities may wish to be legally permitted to
sell their Shares when they deem appropriate, the Company has filed
with the Commission under the Securities Act of 1933 a Form S-8
registration statement of which this Prospectus forms a part with
respect to the resale of the Shares from time to time in the over-the-
counter market or in privately negotiated
transactions.
Certain of the Selling Shareholders, their associates and
affiliates may from time to time be employees of, customers of, engage
in transactions with, and/or perform services for the Company or its
subsidiaries in the ordinary course of business.

PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares offered by this
Prospectus from time to time in negotiated transactions in the over-
the counter market at fixed prices which may be changed from time to
time, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
The Selling Shareholders may effect such transactions by selling the
Shares to or through broker/ dealers, and such broker/dealers may
receive compensation in the form of discounts, concessions, or
commissions from the Selling Shareholders and/or the purchasers of
the Shares for which such broker/dealers may act as agent or to whom
they may sell, as principal, or both (which compensation as to a par-
ticular broker/dealer may be in excess of customary compensation).
The Selling Shareholders and any broker/dealers who act in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of 2(11) of the Securities Acts of
1933, and any commissions received by them and profit on any resale
of the Shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act. The Company has
agreed to indemnify the Selling Shareholders and any securities
broker/dealers who may be deemed to be underwriters against certain
liabilities, including liabilities under the Securities Act as
underwriters or otherwise.
The Company has advised the Selling Shareholders that they
and any securities broker/dealers or others who may be deemed to be
statutory under writers will be subject to the Prospectus delivery
requirements under the Securities Act of 1933. The Company has also
advised each Selling Shareholder that in the event of a "distribution"
of the shares owned by the Selling Shareholder, such Selling
Shareholder, any "affiliated purchasers", and any broker/ dealer or
other person who participates in such distribution may be subject to
Rule 10b-6 under the Securities Exchange Act of 1934 ("1934 Act")
until their participation in that distribution is completed. A
"distribution" is defined in Rule 10b6 as an offering of securities
"that is distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling
efforts and selling methods". The Company has also advised the Selling
Shareholders that Rule 10b-7 under the 1934 Act prohibits any "stabi-
lizing bid" or "stabilizing purchase" for the purpose of pegging,
fixing or stabilizing the price of the Common Stock in connection with
this offering.
Rule 10b-6 makes it unlawful for any person who is
participating in a distribution to bid for or purchase stock of the
same class as is the subject of the distribution. If Rule 10b-6
applies to the offer and sale of any of the Shares, then participating
broker/dealers will be obligated to cease market-making activities
nine business days prior to their participation in the offer and sale
of such Shares and may not recommence market-making activities until
their participation in the distribution has been completed. If Rule
10b-6 applies to one or more of the principal marketmakers in the
Company's Common Stock, the market price of such stock could be
adversely affected. See "RISK FACTORS".

DESCRIPTION OF COMMON STOCK

The shares of Common Stock offered by this Prospectus are
fully paid and non-assessable. Holders of the Common Stock do not
have preemptive rights. Each stockholder is entitled to one vote for
each share of Common stock held of record by such stockholder. There
is no right to cumulate votes for election of directors. Upon
liquidation of the Company, the assets then legally available for
distribution to holders of the Common Stock will be distributed
ratably among such shareholders in proportion to their stock holdings.
Holders of Common Stock are entitled to dividends when, as and if
declared by the Board of Directors out of funds legally available
therefor.

GENERAL

The Company's Bylaws provide that the Company will indemnify
its directors and officers against expense and liabilities they incur
to defend, settle or satisfy any civil or criminal action brought
against them as a result of their being or having been Company
directors or officers unless, in any such action, they have acted with
gross negligence or willful misconduct. Officers and Directors are not
entitled to be indemnified for claims or losses resulting from a
breach of their duty of loyalty to the Company, for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law or a transaction from which the director derived an
improper personal benefit. Insofar as indemnification for
liabilities arising under the Securities Act of l933 may be permitted
to the Company's directors and officers, the Company has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of l933, and is, therefore, unenforceable.
No dealer, salesman, or any other person has been authorized
to give any information or to make any representations other than
those contained in this prospectus in connection with this offering
and, if given or made, such information or representations must not be
relied upon as having been authorized by the Company or the selling
shareholders. This prospectus does not constitute an offer to sell, or
a solicitation of any offer to buy, the securities offered in any
jurisdiction to any person to whom it is unlawful to make an offer or
solicitation. Neither the delivery of this prospectus nor any sale
made hereunder shall, under any circumstances, create an implication
that there has not been any change in the affairs of the Company since
the date hereof or that any information contained herein is correct as
to any time subsequent to its date.
All dealers effecting transactions in the registered
securities, whether or not participating in this distribution, may be
required to deliver a prospectus. This is in addition to the
obligation of dealers to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.

EXHIBIT 5
CONSENT OF ATTORNEYS

Reference is made to the Registration Statement of CEL-SCI Corporation
on Form S-8 whereby the Company proposes to sell 1,000,000 shares of
the Company's Common Stock. Reference is also made to Exhibit 5
included in the Registration Statement relating to the validity of the
securities proposed to be issued and sold.

We hereby consent to the use of our opinion concerning
the validity of the securities proposed to be issued and sold.

Very truly yours,
HART & TRINEN
By: William T. Hart

Denver, Colorado
March 29, 1996

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this
Registration Statement of CEL-SCI Corporation on Form S-8 of
our report dated November 29, l995, except for Note 14, as to
which the date is December 23, l995, appearing in the Annual
Report on Form l0-KA.

DELOITTE & TOUCHE LLP
Washington, D.C.
March 27, l996