UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): April 17, 2014

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



      Colorado                        01-11889                 84-0916344
--------------------          ------------------------   ----------------------
(State or other jurisdiction   (Commission File No.)         (IRS Employer
of incorporation)                                          Identification No.)


                         8229 Boone Boulevard, Suite 802
                             Vienna, Virginia 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 appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)

[ ] 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 April 14, 2014 CEL-SCI Corporation (the "Company"), Dawson James
Securities, Inc. and Laidlaw & Company (UK) Ltd. (the "Underwriters"), entered
into an underwriting agreement (the "Underwriting Agreement") to issue and sell
shares of the Company's common stock, as well as warrants to purchase shares of
common stock, for the combined purchase price of $1.40. Each warrant entitles
the holder to purchase one share of the Company's common stock at a price of
$1.58 per share. The warrants expire on October 17, 2014.

      The offering of the 7,128,229 shares and the 1,782,057 warrants closed on
April 17, 2014. The net proceeds to the Company from the sale of the shares and
warrants was approximately $9,230,000, after deducting the underwriting
discount.

      The shares and warrants were offered and sold pursuant to the Company's
existing shelf registration statement on Form S-3 (333-186103) that was declared
effective by the Securities and Exchange Commission on February 28, 2013, a
Prospectus dated December 17, 2013 and a Prospectus Supplement dated April 14,
2014.

      The foregoing description of the Underwriting Agreement is not complete
and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, a copy of which was filed as Exhibit 1 to the Company's
Report on Form 8-K dated April 14, 2014, and is incorporated by reference
herein.



                                       2
<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:  April 17, 2014

                                      CEL-SCI CORPORATION

                                      By:/s/ Geert Kersten
                                         --------------------------------
                                         Geert Kersten, Chief Executive
                                            Officer
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{"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": "14770994"}, "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, D.C. 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): April 17, 2014

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

      Colorado                        01-11889                 84-0916344
--------------------          ------------------------   ----------------------
(State or other jurisdiction   (Commission File No.)         (IRS Employer
of incorporation)                                          Identification No.)

                         8229 Boone Boulevard, Suite 802
                             Vienna, Virginia 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 appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)

[ ] 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 April 14, 2014 CEL-SCI Corporation (the "Company"), Dawson James
Securities, Inc. and Laidlaw & Company (UK) Ltd. (the "Underwriters"), entered
into an underwriting agreement (the "Underwriting Agreement") to issue and sell
shares of the Company's common stock, as well as warrants to purchase shares of
common stock, for the combined purchase price of $1.40. Each warrant entitles
the holder to purchase one share of the Company's common stock at a price of
$1.58 per share. The warrants expire on October 17, 2014.

      The offering of the 7,128,229 shares and the 1,782,057 warrants closed on
April 17, 2014. The net proceeds to the Company from the sale of the shares and
warrants was approximately $9,230,000, after deducting the underwriting
discount.

      The shares and warrants were offered and sold pursuant to the Company's
existing shelf registration statement on Form S-3 (333-186103) that was declared
effective by the Securities and Exchange Commission on February 28, 2013, a
Prospectus dated December 17, 2013 and a Prospectus Supplement dated April 14,
2014.

      The foregoing description of the Underwriting Agreement is not complete
and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, a copy of which was filed as Exhibit 1 to the Company's
Report on Form 8-K dated April 14, 2014, and is incorporated by reference
herein.

                                       2
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:  April 17, 2014

                                      CEL-SCI CORPORATION

                                      By:/s/ Geert Kersten
                                         --------------------------------
                                         Geert Kersten, Chief Executive
                                            Officer