SecProbe.io

Mail Stop 6010         April 29, 2008   Richard J. Freer, Ph.D. Chairman and Chief Operating Officer Commonwealth Biotechnologies, Inc. 601 Biotech Drive Richmond, VA 23235
Re: Commonwealth Biotechnologies, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-1/A
  Filed 4/18/08   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 w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
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 requirements 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 free to call us at the telephone numbers listed at the end of this letter.

Amendment No. 1 to Form S-1/A

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc.
April 29, 2008 Page 2

General

1. We note your response to Comment 12.  Gi ven the size relative to the number of
shares outstanding held by non-affiliates, the nature of the offering and the selling
security holders, the trans action appears to be a primary offering. Because you are
not eligible to conduct a primary offeri ng on Form S-3 you are not eligible to
conduct a primary at-the-market offering under Rule 415(a)(4).

• Please file a registration statement for the “resale” offering at the time of
each conversion because you are not e ligible to conduct the offering on a
delayed or continuous basis under Rule 415(a)(1)(x);

• Please identify the selling shareholders  as underwriters in the registration
statement; and
 • Please include the price at which the unde rwriters will sell the securities.

Private Placement of Convertible Notes and Warrants, page 28

2. We note your response to Comment 2 and re issue the comment in part.  We note
that in the “Expenses of Private Plac ement Transactions” table on pages 30-31,
you have listed “selling stockholders” as  a payee to several payments you may
need to make in connection with the pr ivate placement.  Please expand your
disclosure to clarify whether by “sel ling stockholders” you mean that you may
need to make the payments to each selling stockholder,  or to the selling
stockholders in the aggregate.
 3. We note your response to Comment 2 and re issue the comment in part.  We note
that in the seventh row in the “Expenses of Private Placement Transactions” table on page 31, you describe a fee for liquidate d damages for failure to timely deliver
shares upon receipt of notice of conversion of Convertible  Notes or exercise of
Warrants.  Please expand your disclosure  to state whether there is a maximum
amount of liquidated damages you may pa y, and if so, please quantify that
maximum amount.
 Exhibit Index, page S-2

4. Please file the legal opinion of Kaufma n & Canoles, P.C. with your next
amendment.

* * *

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc.
April 29, 2008 Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
• the company may not assert this ac tion as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
   Please contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any
questions.         S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r         A s s i s t a n t  D i r e c t o r

Richard J. Freer, Ph.D.
Commonwealth Biotechnologies, Inc. April 29, 2008 Page 4

 cc: Bradley A. Haneberg, Esq.  Anthony W. Basch, Esq.  Kaufman & Canoles, P.C.
 Three James Center, 12th Floor
 1051 East Cary Street  Richmond, VA 23219