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U.S. SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C.
20549
SEC File Number 0-
11503 CUSIP
Number
105 837 102
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 1997
Nothing in this Form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
Part I - Registrant Information
Full Name of Registrant: CEL-SCI Corporation
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
66 Canal Center Plaza, Suite 510
City, State and Zip Code
Alexandria, Virginia 22314
Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, or transition report
or portion thereof will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly re-
port or transition report on Form l0-Q or portion thereof will be
filed on or before the fifth calendar day following the prescribed
due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-
K, 10-Q, or N-SAR, or the transition report or portion thereof could not
be filed within the prescribed time period.
The Company did not close its books in time in order to prepare its
financial statements for the quarter ending March 3l, l997. Accordingly,
more time is needed to file the 10-Q reports.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification
William T. Hart (303) 839-0061
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports
required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding l2 months (or for such
shorter period that the registrant was required to file such
reports) been filed? If answer
is no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant
change in results of operations from the corresponding period
for the last fiscal year will be reflected by the earnings
statements to be included
in the subject report or portion thereof? [ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
CEL-SCI Corporation
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 12, 1997 By /s/ William T. Hart
William T. Hart
Hart & Trinen
1624 Washington Street
Denver, CO 80203 (303)
839-0061
ATTORNEYS FOR CEL-SCI CORPORATION
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
2672D