UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): December 19, 2013

                               CEL-SCI CORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)


     Colorado                         001-11889              84-0916344
----------------------------     ----------------------   ------------------
(State or other jurisdiction     (Commission File No.)      (IRS Employer
   of incorporation)                                      Identification No.)

                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                  --------------------------------------------
          (Address of principal executive offices, including Zip Code)


      Registrant's telephone number, including area code: (703) 506-9460
                                                          --------------


                                       N/A
                  -------------------------------------------
          (Former name or former address if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
   230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
   240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
   Act (17 CFR 240.14d-2(b))

[]  Pre-commencement  communications  pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))




<PAGE>

Item 1.01   Entry Into a Material Definitive Agreement.

     On December 19, 2013,  CEL-SCI  Corporation (the "Company"),  and Laidlaw &
Company (UK) Ltd., as the  representative of the  Underwriters,  entered into an
underwriting  agreement (the "Underwriting  Agreement") whereby the Company will
issue  and sell  4,761,905  shares of the  Company's  common  stock,  as well as
warrants to purchase an additional  4,761,905 shares of common stock. Each share
of common stock is being sold  together with a warrant to purchase one share for
the  combined  purchase  price  of  $0.63,  minus  underwriting   discounts  and
commissions.  The common  stock and  warrants  will  separate  immediately.  The
warrants  are  immediately  exercisable,  expire  October  11,  2018 and have an
exercise  price of $1.25.  The  warrants  have  been  approved  for an  unpriced
quotation on the OTC Bulletin Board under the symbol "CSCIW,"  however no market
for the warrants has  developed as of the date hereof.  The offering is expected
to close on or about December 24, 2013, subject to customary closing conditions

      The Company has granted the Underwriters a 45-day option to purchase up to
476,190 additional shares of common stock and warrants to purchase up to 476,190
additional shares of common stock, for the combined purchase price of $0.63 for
one share and one warrant, minus underwriting discounts and commissions in
accordance with the terms set forth in the Underwriting Agreement.

     The net  proceeds  from  the  offering  are  expected  to be  approximately
$2,710,000,  after  deducting the  underwriting  discounts and  commissions  and
estimated  expenses  payable by the Company,  and without  giving  effect to the
exercise of the Underwriters' over-allotment option.

      Pursuant to the Underwriting Agreement, subject to certain exceptions, the
Company, and its directors and officers have agreed not to sell or otherwise
dispose of any of the Company's Common Stock held by them for a period ending 60
days after the date of the Underwriting Agreement without first obtaining the
written consent of Laidlaw & Company (UK) Ltd., as representative of the
Underwriters, subject to certain exceptions.

     The Underwriting Agreement contains customary representations,  warranties,
and   agreements  by  the  Company,   and   customary   conditions  to  closing,
indemnification  obligations of the Company and the Underwriters,  including for
liabilities  under the Securities Act of 1933, as amended,  other obligations of
the parties, and termination  provisions.  The  representations,  warranties and
covenants contained in the Underwriting Agreement were made only for purposes of
such  agreement  and as of  specific  dates,  were solely for the benefit of the
parties to such agreement,  and may be subject to limitations agreed upon by the
contracting  parties.  These  representations,  warranties and covenants are not
factual information to investors about the Company.

     The  offering is being made  pursuant  to the  Registration  Statement  and
Prospectus   Supplement  discussed  below  under  Item  8.01.  The  Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report, and the description of
the  terms  of the  Underwriting  Agreement  is  qualified  in its  entirety  by
reference to such exhibit. A copy of the opinion of Hart & Hart, LLC relating to
the legality of the issuance and sale of the shares and warrants in the offering
is attached as Exhibit 5 hereto.

     On December 18, 2013, the Company issued a press release announcing that it
had commenced the offering.  A copy of this press release is attached  hereto as
Exhibit  99.1.  On  December  19,  2013,  the  Company  issued  a press  release
announcing  that it had  priced  the  offering.  A copy of the press  release is
attached hereto as Exhibit 99.2.

Item 8.01   Other Events.

     On December  19,  2013,  the  Company  filed with the  Securities  Exchange
Commission  (the   "Commission")  a  prospectus   supplement  (the   "Prospectus
Supplement")  to the  prospectus  (the  "Prospectus")  included  as  part of the
Company's   registration  statement  on  Form  S-3  declared  effective  by  the


                                       2
<PAGE>

Commission  on  February  28,  2013  (File No.  333-186103)  (the  "Registration
Statement"),  pursuant  to which  the  Company  will  sell,  in an  underwritten
offering, 4,761,905 shares of the Company's common stock, as well as warrants to
purchase an additional 4,761,905 shares of common stock.

     Prospective   investors  should  read  the  Registration   Statement,   the
Prospectus  dated  December  17,  2013  which was filed with the  Commission  on
December 18, 2013, and the Prospectus Supplement, and all documents incorporated
by reference by the foregoing.

     This transaction mentioned in Item 1.01 of this report caused the following
adjustment to the securities sold in CEL-SCI's August 2008 financing:

     o    The  Series N  warrants  now  allow  the  holders  to  purchase  up to
          2,951,419  shares of  CEL-SCI's  common  stock at a price of $0.53 per
          share; and

     o    an  additional 798.481 shares of common  stock were  issued to one
          investor which participated in the August 2008 financing.


Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit     Description

1.1       Underwriting  Agreement  dated December 19, 2013, by and among CEL-SCI
          Corporation and the Underwriters named in Schedule I thereto.

5         Opinion of Hart & Hart, LLC

23        Consent of Hart & Hart, LLC

99.1      Press Release dated December 18, 2013.

99.2      Press Release dated December 19, 2013.


                                       3
<PAGE>



                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  December 19, 2013
                                 CEL-SCI CORPORATION



                                 By:  /s/ Patricia B. Prichep
                                      ---------------------------------
                                      Patricia B. Prichep
                                      Senior Vice President of Operations



<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "form8klaidlawagree12-13.txt", "description": "8-K LAIDLAW AGREEMENT", "secsgml_size_bytes": 8467}]
{"company-data": {"conformed-name": "CEL SCI CORP", "cik": "0000725363", "assigned-sic": "2836", "irs-number": "840916344", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11889", "film-number": "131289135"}, "business-address": {"street1": "8229 BOONE BLVD .", "street2": "SUITE 802", "city": "VIENNA", "state": "VA", "zip": "22182", "phone": "7035069460"}, "mail-address": {"street1": "8229 BOONE BLVD.", "street2": "SUITE 802", "city": "VIENNA", "state": "VA", "zip": "22182"}, "former-company": {"former-conformed-name": "INTERLEUKIN 2 INC", "date-changed": "19880317"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): December 19, 2013

                               CEL-SCI CORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)

     Colorado                         001-11889              84-0916344
----------------------------     ----------------------   ------------------
(State or other jurisdiction     (Commission File No.)      (IRS Employer
   of incorporation)                                      Identification No.)

                              8229 Boone Blvd. #802
                                Vienna, VA 22182
                  --------------------------------------------
          (Address of principal executive offices, including Zip Code)

      Registrant's telephone number, including area code: (703) 506-9460
                                                          --------------

                                       N/A
                  -------------------------------------------
          (Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
   230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
   240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
   Act (17 CFR 240.14d-2(b))

[]  Pre-commencement  communications  pursuant to Rule 13e-14(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Item 1.01   Entry Into a Material Definitive Agreement.

     On December 19, 2013,  CEL-SCI  Corporation (the "Company"),  and Laidlaw &
Company (UK) Ltd., as the  representative of the  Underwriters,  entered into an
underwriting  agreement (the "Underwriting  Agreement") whereby the Company will
issue  and sell  4,761,905  shares of the  Company's  common  stock,  as well as
warrants to purchase an additional  4,761,905 shares of common stock. Each share
of common stock is being sold  together with a warrant to purchase one share for
the  combined  purchase  price  of  $0.63,  minus  underwriting   discounts  and
commissions.  The common  stock and  warrants  will  separate  immediately.  The
warrants  are  immediately  exercisable,  expire  October  11,  2018 and have an
exercise  price of $1.25.  The  warrants  have  been  approved  for an  unpriced
quotation on the OTC Bulletin Board under the symbol "CSCIW,"  however no market
for the warrants has  developed as of the date hereof.  The offering is expected
to close on or about December 24, 2013, subject to customary closing conditions

      The Company has granted the Underwriters a 45-day option to purchase up to
476,190 additional shares of common stock and warrants to purchase up to 476,190
additional shares of common stock, for the combined purchase price of $0.63 for
one share and one warrant, minus underwriting discounts and commissions in
accordance with the terms set forth in the Underwriting Agreement.

     The net  proceeds  from  the  offering  are  expected  to be  approximately
$2,710,000,  after  deducting the  underwriting  discounts and  commissions  and
estimated  expenses  payable by the Company,  and without  giving  effect to the
exercise of the Underwriters' over-allotment option.

      Pursuant to the Underwriting Agreement, subject to certain exceptions, the
Company, and its directors and officers have agreed not to sell or otherwise
dispose of any of the Company's Common Stock held by them for a period ending 60
days after the date of the Underwriting Agreement without first obtaining the
written consent of Laidlaw & Company (UK) Ltd., as representative of the
Underwriters, subject to certain exceptions.

     The Underwriting Agreement contains customary representations,  warranties,
and   agreements  by  the  Company,   and   customary   conditions  to  closing,
indemnification  obligations of the Company and the Underwriters,  including for
liabilities  under the Securities Act of 1933, as amended,  other obligations of
the parties, and termination  provisions.  The  representations,  warranties and
covenants contained in the Underwriting Agreement were made only for purposes of
such  agreement  and as of  specific  dates,  were solely for the benefit of the
parties to such agreement,  and may be subject to limitations agreed upon by the
contracting  parties.  These  representations,  warranties and covenants are not
factual information to investors about the Company.

     The  offering is being made  pursuant  to the  Registration  Statement  and
Prospectus   Supplement  discussed  below  under  Item  8.01.  The  Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report, and the description of
the  terms  of the  Underwriting  Agreement  is  qualified  in its  entirety  by
reference to such exhibit. A copy of the opinion of Hart & Hart, LLC relating to
the legality of the issuance and sale of the shares and warrants in the offering
is attached as Exhibit 5 hereto.

     On December 18, 2013, the Company issued a press release announcing that it
had commenced the offering.  A copy of this press release is attached  hereto as
Exhibit  99.1.  On  December  19,  2013,  the  Company  issued  a press  release
announcing  that it had  priced  the  offering.  A copy of the press  release is
attached hereto as Exhibit 99.2.

Item 8.01   Other Events.

     On December  19,  2013,  the  Company  filed with the  Securities  Exchange
Commission  (the   "Commission")  a  prospectus   supplement  (the   "Prospectus
Supplement")  to the  prospectus  (the  "Prospectus")  included  as  part of the
Company's   registration  statement  on  Form  S-3  declared  effective  by  the

                                       2
Commission  on  February  28,  2013  (File No.  333-186103)  (the  "Registration
Statement"),  pursuant  to which  the  Company  will  sell,  in an  underwritten
offering, 4,761,905 shares of the Company's common stock, as well as warrants to
purchase an additional 4,761,905 shares of common stock.

     Prospective   investors  should  read  the  Registration   Statement,   the
Prospectus  dated  December  17,  2013  which was filed with the  Commission  on
December 18, 2013, and the Prospectus Supplement, and all documents incorporated
by reference by the foregoing.

     This transaction mentioned in Item 1.01 of this report caused the following
adjustment to the securities sold in CEL-SCI's August 2008 financing:

     o    The  Series N  warrants  now  allow  the  holders  to  purchase  up to
          2,951,419  shares of  CEL-SCI's  common  stock at a price of $0.53 per
          share; and

     o    an  additional 798.481 shares of common  stock were  issued to one
          investor which participated in the August 2008 financing.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit     Description

1.1       Underwriting  Agreement  dated December 19, 2013, by and among CEL-SCI
          Corporation and the Underwriters named in Schedule I thereto.

5         Opinion of Hart & Hart, LLC

23        Consent of Hart & Hart, LLC

99.1      Press Release dated December 18, 2013.

99.2      Press Release dated December 19, 2013.

                                       3
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  December 19, 2013
                                 CEL-SCI CORPORATION

                                 By:  /s/ Patricia B. Prichep
                                      ---------------------------------
                                      Patricia B. Prichep
                                      Senior Vice President of Operations