As filed with the Securities and Exchange Commission on June __, 2004
  Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                         UnderThe Securities Act of l933

                               CEL-SCI CORPORATION

               (Exact name of issuer as specified in its charter)

               Colorado                                84-0916344
    (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)                 Identification No.)

         8229 Boone Blvd., Suite 802
         Vienna, Virginia                                      22182
         ----------------------------------------           -----------
         (Address of Principal Executive Offices)           (Zip Code)

                          Incentive Stock Option Plans
                        Non-Qualified Stock Option Plans
                                Stock Bonus Plans
                              (Full Title of Plan)

                                Geert R. Kersten
                               CEL-SCI Corporation
                           8229 Boone Blvd., Suite 802
                             Vienna, Virginia 22182
                     (Name and address of agent for service)

                                 (703) 506-9460
         (Telephone number, including area code, of agent for service)

         Copies of all communications, including all communications sent to
agent for service to:

                       William T. Hart, Esq.Hart & Trinen
                             l624 Washington Street
                             Denver, Colorado 80203
                                 (303) 839-0061





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

Common Stock issuable
pursuant to 2003 and 2004
Incentive Stock Option Plans 3,000,000         $0.79   $2,370,000      $301

Common Stock issuable
pursuant to 2003 and 2004
Non-Qualified Stock Option
Plans                       3,000,000          $0.79   2,370,000       $301

Common Stock issuable
pursuant to 2003 and 2004
Stock Bonus Plans           1,500,000          $0.79   1,185,000       $150
------------------------------------------------------------------------------

(1) This Registration Statement also covers such additional number of shares,
presently undeterminable, as may become issuable under the Stock Bonus Plans in
the event of stock dividends, stock splits, recapitalizations or other changes
in the Company's common stock. The shares subject to this Registration Statement
are shares granted pursuant to the Company's Stock Bonus 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
closing price of the Company's common stock on June 25, 2004.







                               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 required to be filed with this Registration Statement.)
Item
No.      Form S-8 Caption                                  Caption in 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         Stock Option and Bonus Plans
              in the Plan

         (d)  Purchase of Securities Pursuant       Stock Option and Bonus Plans
              to the Plan and Payment for
              Securities Offered

         (e)  Resale Restrictions                 Resale of Shares by Affiliates

         (f)  Tax Effects of Plan                   Stock Option and Bonus Plans
              Participation

         (g)  Investment of Funds                      Not Applicable.

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

         (i)  Forfeitures and Penalties           Other Information Regarding
                                                  the Plans

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

2.       Registrant Information and Employee      Available Information,
         Plan Annual 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 10-K for the year ended September 30, 2003, Annual Report on Form
l0-K/A for the year ended September 30, 2003, report on Form 10-Q for the
quarter ended December 31, 2003, report on Form 10-Q for the quarter ended March
31, 2004 and Proxy Statement relating to the Company's May 6, 2004 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 of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments, 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 for Registration Claimed

    Not Applicable

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 Statements on
                                    Form S-l, File Nos. 2-85547-D and 33-7531.

   (b) - 2003 Incentive Stock
         Option Plan                ----------------------------------------

  (c) - 2003 Non-Qualified Stock
        Option Plan                 ----------------------------------------

  (d) - 2003 Stock Bonus Plan       ----------------------------------------

  (e) - 2004 Incentive Stock
        Option Plan                 ----------------------------------------

  (f) - 2004 Non-Qualified Stock
        Option Plan                 ----------------------------------------

  (g) - 2004 Stock Bonus Plan       ----------------------------------------

5 - Opinion Regarding Legality            __________________________________

 l5 - Letter Regarding Unaudited Interim
    Financial Information                        None

 23 - Consent of Independent Public
        Accountants and Attorneys         __________________________________

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

  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 post-effective 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.





9

                                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 post-effective 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 Vienna, State of Virginia, on June 25, 2004.

                               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    June 25, 2004
-------------------------
Maximilian de Clara

/s/ Geert R. Kersten             Director, Principal       June 25, 2004
-------------------------        Financial Officer and
Geert R. Kersten                 Chief Executive Officer

/s/ Alexander G. Esterhazy       Director                  June 25, 2004
-------------------------
Alexander G. Esterhazy

                                 Director                  June __, 2004
-------------------------
C. Richard Kinsolving, Ph.D.

/s/ Peter R. Young               Director                  June 25, 2004
-------------------------
Peter R. Young, Ph.D.










                           FORM S-8CEL-SCI Corporation
                                8229 Boone Blvd.
                                    Suite 802
                             Vienna, Virginia 22182


                                    EXHIBITS


























Exhibits 4  - Instruments Defining Rights
              of Security Holders

  (a) - Common Stock                   Incorporated by reference to Exhibit 4(a)
                                       of the Company's Registration Statements
                                       on Form S-l, File Nos. 2-85547-D and
                                       33-7531.

  (b) - 2003 Incentive Stock
        Option Plan                    ___________________________________

  (c) - 2003 Non-Qualified Stock
        Option Plan                    ___________________________________

  (d) - 2003 Stock Bonus Plan          ___________________________________

  (e) - 2004 Incentive Stock
        Option Plan                    ___________________________________

  (f) - 2004 Non-Qualified Stock
        Option Plan                    ___________________________________

  (g) - 2004 Stock Bonus Plan          ___________________________________

  5 - Opinion Regarding Legality       ___________________________________

 l5 - Letter Regarding Unaudited Interim
    Financial Information                        None

 23 - Consent of Independent Public
        Accountants and Attorneys      __________________________________

 24 - Power of Attorney                Inluded in the signature page
                                       of this Registration Statement

99  - Additional Exhibits
      (Re-Offer Prospectus)            __________________________________