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                                  EXHIBIT 3(ii)




                             AMENDMENT TO THE BYLAWS
                             OF CEL-SCI CORPORATION

                                   ARTICLE II
                             STOCKHOLDER'S MEETINGS


Section 4.  Voting:
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     At all meetings of stockholders, voting may be viva voce; but any qualified
voter may demand a stock vote,  whereupon such vote shall be taken by ballot and
the Secretary  shall record the name of the  stockholder  voting,  the number of
shares voted, and, if such vote shall be by proxy, the name of the proxy holder.
Voting may be in person or by proxy appointed in writing, manually signed by the
stockholder or his duly authorized attorney-in-fact.

     Each  stockholder  shall  have  such  rights  to  vote as the  Articles  of
Incorporation  provide  for each  share of stock  registered  in his name on the
books of the  Corporation.  The  Corporation may establish a record date, not to
exceed,  in any case, 70 days preceding the meeting,  for the  determination  of
stockholders  entitled to vote. The Secretary of the Corporation  shall make, at
least ten (l0) days before each meeting of stockholders,  a complete list of the
stockholders  entitled  to vote  at such  meeting  or any  adjournment  thereof,
arranged  in  alphabetical  order,  with the address of and the number of shares
held by each,  which list,  for a period of ten (l0) days prior to such meeting,
shall be kept on file at the principal  office of the  Corporation  and shall be
subject to  inspection  by any  stockholder  at any time during  usual  business
hours.  Such list shall also be produced  and kept open at the time and place of
the meeting and shall be subject to the inspection of any stockholder during the
whole time of the meeting.

     Beneficial owners of this Corporation's common stock registered in the name
of Depository  Trust & Clearing  Corporation or any other clearing  organization
will be recognized as stockholders entitled to vote in person or by proxy at any
meeting provided that the following procedures are followed.

     o    If the stockholder is voting at the meeting,  the stockholder provides
          a  valid  government  issued  identification  document  and  brokerage
          statement  identifying the stockholder as the holder of shares of this
          Corporation's common stock.

     o    If a person is voting on behalf of a stockholder  at the meeting,  the
          person   provides  a  signed  proxy  card  and   brokerage   statement
          identifying the stockholder voting by proxy as the holder of shares of
          this Corporation's common stock.

     o    If the stockholder is voting by proxy, the stockholder  sends a signed
          proxy card and brokerage statement  identifying the stockholder as the
          holder of shares of this Corporation's common stock.

Each share of this Corporation's common stock that is listed on any brokerage
statement provided in person or by proxy will be entitled to one vote at any
meeting.