SecProbe.io

Mail Stop 6010         February 7, 2008   Richard J. Freer, Ph.D. Chairman and Chief Operating Officer Commonwealth Biotechnologies, Inc. 601 Biotech Drive Richmond, VA 23235
Re: Commonwealth Biotechnologies, Inc.
 Registration Statement on Form SB-2  Filed 1/30/08  File Number 333-148942
Dear Dr. Freer:

We have limited our review of your filing to  those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. February 7, 2008 Page 2
Form SB-2

1. Please provide us, with a view toward disclosu re in the prospectus, with the total dollar
value of the securities  underlying the convertible notes and convertible warrants that you
have registered for resale (using the number of underl ying securities that you have
registered for resale and the market price pe r share for those securi ties on the date of the
sale of the convertible notes and convertible warrants).

2. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each paymen t (including the value of any payments to
be made in common stock) in connection with the transaction that you have made or may
be required to make to any selling shareholder, any affiliate of a selling shareholder, or any person with whom any selling shareholde r has a contractual re lationship regarding
the transaction (including any interest paym ents, liquidated damages, payments made to
“finders” or “placement agents,” and any othe r payments or potential payments).  Please
provide footnote disclosure of the terms of each such payment.  Please do not include any shares to be issued upon the c onversion of the convertible no tes and convertible warrants
in this disclosure.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the convertible notes and
convertible warrants and the total possible payments to all sell ing shareholders and any of
their affiliates in the first year following th e sale of convertible notes and convertible
warrants.

3. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit the selling share holders could realize as a result of the
conversion discount for the securities underlying the convertible notes and
convertible warrants, presented in a tabl e with the following information disclosed
separately:

• the market price per share of the securi ties underlying the convertible notes and
convertible warrants on the date of th e sale of the convertible notes and
convertible warrants;

• the conversion price per share of the underl ying securities on the date of the sale
of the convertible notes and convertib le warrants, calculated as follows:

- if the conversion price per share is set at  a fixed price, use the price per share
established in the purchas e and sale agreement; and

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. February 7, 2008 Page 3
- if the conversion price per sh are is not set at a fixed pr ice and, instead, is set at
a floating rate in relation ship to the market price of the underlying security,
use the conversion discount rate and the market rate per share on the date of
the sale of the convertible notes and convertible warrants and determine the
conversion price per share as of that date;

• the total possible shares underlying the c onvertible notes and convertible warrants
(assuming no cash dividend payments, comp lete conversion of the shares of
convertible notes and convertible warrants);

• the combined market price of the total number of shares underlying the
convertible notes and convert ible warrants, calculated by using the market price
per share on the date of the sale of th e convertible notes and convertible warrants
and the total possible shares underlying the convertible notes and convertible warrants;

• the total possible shares the selling shar eholders may receive and the combined
conversion price of the total number of shares underlying the convertible notes
and convertible warrants calculated by us ing the conversion pr ice on the date of
the sale of the convertible notes and c onvertible warrants an d the total possible
number of shares the selling shareholders may receive; and

• the total possible discount to  the market price as of th e date of the sale of the
convertible notes and convertible warrants, calculated by subtracting the total conversion price on the date of the sale of the convertible notes and convertible
warrants from the combined market price of the total number of shares underlying
the convertible notes and convertible warrants on that date.

If there are provisions in the convertible note or convertible warrant that could result in a
change in the price per sh are upon the occurrence of certain events, please provide
additional tabular disclosure as  appropriate.  For example, if the conversion price per
share is fixed unless and until the market price falls below a stated price, at which point the conversion price per share drops to a lower price, please provide additional
disclosure.

4. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit to be  realized as a result of any conversion discounts for
securities underlying any other warrants, options, notes, or othe r securities of the
issuer that are held by the selling shareholders or any affiliates of the selling shareholders, presented in a table with th e following information disclosed separately:

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. February 7, 2008 Page 4
• market price per share of the underlying secu rities on the date of  the sale of that
other security;

• the conversion/exercise price per share as of the date of the sale of that other
security, calculated as follows:

- if the conversion/exercise price per share is set at a fixed price, use the price
per share on the date of the sa le of that othe r security; and

- if the conversion/exercise price per sh are is not set at a fixed price and,
instead, is set at a floating rate in re lationship to the market price of the
underlying security, use the conversion/ex ercise discount rate and the market
rate per share on the date of the sale of  that other security  and determine the
conversion price per share as of that date;

• the total possible shares to  be received under the partic ular securities (assuming
complete conversion/exercise);

• the combined market price of the total number of underlying shares, calculated by
using the market price per share on the date of the sale of that other security and
the total possible shares  to be received;

• the total possible shares to  be received and the combin ed conversion price of the
total number of shares underlying that other security calculated by using the
conversion price on the date of the sale of that other security and the total possible
number of underlying shares; and

• the total possible discount to the market price as of the date of the sale of that
other security, calculated by subtracting th e total conversion/exercise price on the
date of the sale of that other security from the combined market price of the total number of underlying shares on that date.

5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the gross proceeds paid or payable to the i ssuer in the private placement transaction;

• all payments that have been made or that  may be required to be made by the issuer
that are disclosed in response to comment 2;

• the resulting net proceeds to the issuer; and

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. February 7, 2008 Page 5
• the combined total possible profit to be realized as a result of any conversion
discounts regarding the securities underlyi ng the convertible notes and convertible
warrants issued in the private placement and any other warrants, options, notes, or other securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders that is di sclosed in response to comments 3 and 4.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possi ble payments as disclosed in
response to comment 2 and the total possible di scount to the market price of the shares
underlying the convertible notes and convertib le warrants as disclosed in response to
comment 3 divided by the net proceeds to the is suer from the sale of the convertible notes
and convertible warrants.

6. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholde r has a contractual re lationship regarding
the transaction (or any predecessors of thos e persons), with the table including the
following information disclosed separately for each transaction:

• the date of the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transaction;

• the number of shares of the class of securi ties subject to the transaction that were
outstanding prior to the transaction and held by persons other than the selling
shareholder, affiliates of the company, or affiliates of the selling shareholder;

• the number of shares of the class of securi ties subject to the transaction that were
issued or issuable in connection with the transaction;

• the percentage of total issued  and outstanding securities that  were issued or issuable
in the transaction (assuming full issuance), with the percentage calculated by taking
the number of shares issued and outstanding prior to the applicable transaction and
held by persons other than the selling sh areholders, affiliates of the company, or
affiliates of the selling shareholders, and dividing that number by the number of shares issued or issuable in connect ion with the applic able transaction;

• the market price per share of the class of  securities subject to the transaction
immediately prior to the tr ansaction (reverse split ad justed, if necessary); and

• the current market price per share of the cla ss of securities subject  to the transaction
(reverse split adjusted, if necessary).

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. February 7, 2008 Page 6

7. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

• the number of shares outstanding prior to  the private placement transaction that
are held by persons other th an the selling shareholders, affiliates of the company,
and affiliates of the selling shareholders;

• the number of shares registered for resale by the selling shareholders or affiliates of the selling shareholders in  prior registration statements;

• the number of shares registered for resale by the selling shareholders or affiliates of the selling shareholders that continue to be held by the selling shareholders or
affiliates of the selling shareholders;

• the number of shares that have been sold in registered resale  transactions by the
selling shareholders or affiliates of the selling shareholders; and

• the number of shares registered for resale on behalf of the selling shareholders or
affiliates of the selling shareholders in the current transaction.
 In this analysis, the calculation of the number of outstanding shares should not
include any securities underl ying any outstanding convertib le securities, options, or
warrants.

8. Please provide us, with a view toward disclo sure in the prospectus , with the following
information:

• whether the issuer has the in tention, and a reasonable basi s to believe that it will
have the financial ability, to make all payments and dividends on the overlying securities; and

• whether – based on information obtained from  the selling shareholders – any of the
selling shareholders have an existing s hort position in the company’s common stock
and, if any of the selling shareholders have an existing short position in the
company’s stock, the following additional information:

- the date on which each such selling share holder entered into that short position;
and

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. February 7, 2008 Page 7
- the relationship of the date on which each such selling shareholder entered into that short position to the date of the announcement of the private placement
transaction and the filing of the registration statement ( e.g., before or after the
announcement of the private placement transa ction, before the filing or after the
filing of the registrati on statement, etc.).

9. Please provide us, with a view toward disclosure in the prospectus, with:

• a materially complete description of the relationships and arrangements that have
existed in the past three years or are to be performed in the futu re between the issuer
(or any of its predecessors) and the selli ng shareholders, any affiliates of the selling
shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecessors of those persons) – the
information provided should include, in reason able detail, a complete description of
the rights and obligations of the parties in connection with the sale  of the convertible
notes and convertible notes; and
• copies of all agreements between the issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom the any selling shareholder has a contractual relationship regarding the transaction (or
any predecessors of those pe rsons) in connection with th e sale of the convertible
notes and convertible warrants.

If it is your view that  such a description of  the relationships and arrangements between
and among those parties already is presented in  the prospectus and that all agreements
between and/or among those parties are included as exhibits to the registration statement,
please provide us with confirmati on of your view in this regard.

10. Please provide us, with a view toward disclosu re in the prospectus, with a description of
the method by which the company determined the number of shares it seeks to register in
connection with this registration statement.  In this regard, please ensure that the number
of shares registered in the fee table is cons istent with the shares listed in the “Selling
Shareholder” section of the prospectus.

11. With respect to the shares to be offered for resale by each selling secu rity holder that is a
legal entity, please disclose th e natural person or persons who exercise the sole or shared
voting and/or dispositive powers with respec t to the shares to be offered by that
shareholder.

Richard J. Freer, Ph.D.