SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

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

                        Date of Report: December 22, 1997

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

             COLORADO                     0-11503           84-0916344
    (State or other jurisdiction of    Commission            (I.R.S. Employer
     incorporation or organization)    File Number          Identification No.)

         66 Canal Center Plaza, Suite 510
            Alexandria, Virginia                            22314
   (Address of principal executive offices)               (Zip Code)

        Registrant's telephone number, including area code: (703) 549-5293

                                            Not Applicable
        Former Name or Former Address, If Changed Since Last Report





<PAGE>


ITEM 5.  OTHER INFORMATION

     On  December  22,  1997,  the Company  sold  10,000  shares of its Series D
Preferred Stock, 550,000 Series A Warrants and 550,000 Series B Warrants, to ten
institutional  investors for  $10,000,000.  The Series D Preferred Shares may be
converted into shares of the Company's Common Stock. Prior to September 19, 1998
(or such earlier date as the market price of the Company's Common Stock is $3.45
or less for five  consecutive  trading days) the number of shares  issuable upon
the conversion of each Series D Preferred  Share is to be determined by dividing
$1,000 by $8.28.  On or after  September 19, 1998 the number of shares  issuable
upon the  conversion  of each Series D Preferred  Share is to be  determined  by
dividing  $1,000 by the lower of (i)  $8.28,  or (ii) the  average  price of the
Company's  common  stock for any two trading  days  during the ten trading  days
preceeding  the  conversion  date.  Each  Series A Warrant  allows the holder to
purchase one share of the Company's  common stock for $8.62 at any time prior to
December 22, 2001. Each Series B Warrant allows the holder to purchase one share
of the Company's Common Stock for $9.31 at any time prior to December 22, 2001.

     The Company has agreed to file a registration statement with the Securities
and Exchange  Commission covering the sale of the common stock issuable upon the
conversion  of the Series D Preferred  Stock and/or the exercise of the Series A
and Series B Warrants.









<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  Exhibits

              Exhibit             Exhibit
              Number               Name

              4.1                 Securities Purchase    Agreement    (without
                                  Exhibits and Schedules)

              4.2                 Certificate of Designations  Preferences  and
                                  Rights of Series D Preferred Stock.

              4.3                 Form of Common Stock Purchase Warrant;

              4.4                 Registration Rights Agreement;

                                   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.



                                            CEL-SCI CORPORATION


Date: December 24, 1997                     By /s/ Geert R. Kersten
                                              Geert R. Kersten
                                              Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

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

                        Date of Report: December 22, 1997

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

             COLORADO                     0-11503           84-0916344
    (State or other jurisdiction of    Commission            (I.R.S. Employer
     incorporation or organization)    File Number          Identification No.)

         66 Canal Center Plaza, Suite 510
            Alexandria, Virginia                            22314
   (Address of principal executive offices)               (Zip Code)

        Registrant's telephone number, including area code: (703) 549-5293

                                            Not Applicable
        Former Name or Former Address, If Changed Since Last Report
ITEM 5.  OTHER INFORMATION

     On  December  22,  1997,  the Company  sold  10,000  shares of its Series D
Preferred Stock, 550,000 Series A Warrants and 550,000 Series B Warrants, to ten
institutional  investors for  $10,000,000.  The Series D Preferred Shares may be
converted into shares of the Company's Common Stock. Prior to September 19, 1998
(or such earlier date as the market price of the Company's Common Stock is $3.45
or less for five  consecutive  trading days) the number of shares  issuable upon
the conversion of each Series D Preferred  Share is to be determined by dividing
$1,000 by $8.28.  On or after  September 19, 1998 the number of shares  issuable
upon the  conversion  of each Series D Preferred  Share is to be  determined  by
dividing  $1,000 by the lower of (i)  $8.28,  or (ii) the  average  price of the
Company's  common  stock for any two trading  days  during the ten trading  days
preceeding  the  conversion  date.  Each  Series A Warrant  allows the holder to
purchase one share of the Company's  common stock for $8.62 at any time prior to
December 22, 2001. Each Series B Warrant allows the holder to purchase one share
of the Company's Common Stock for $9.31 at any time prior to December 22, 2001.

     The Company has agreed to file a registration statement with the Securities
and Exchange  Commission covering the sale of the common stock issuable upon the
conversion  of the Series D Preferred  Stock and/or the exercise of the Series A
and Series B Warrants.
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  Exhibits

              Exhibit             Exhibit
              Number               Name

              4.1                 Securities Purchase    Agreement    (without
                                  Exhibits and Schedules)

              4.2                 Certificate of Designations  Preferences  and
                                  Rights of Series D Preferred Stock.

              4.3                 Form of Common Stock Purchase Warrant;

              4.4                 Registration Rights Agreement;

                                   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.

                                            CEL-SCI CORPORATION

Date: December 24, 1997                     By /s/ Geert R. Kersten
                                              Geert R. Kersten
                                              Chief Executive Officer