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Via Facsimile and U.S. Mail Mail Stop 6010           January 8, 2009  Mr. James H. Brennan Commonwealth Biotechnologies, Inc. Vice President Financial Operations   601 Biotech Drive  Richmond, Virginia 23235
Re: Commonwealth Biotechnologies, Inc.
 Item 4.01 Form 8-K
Filed January 6, 2009
 File No. 000-06334

Dear Mr. Brennan:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure.  After re viewing 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.
 1. We note that your disclosure references the Item 4.01 Form 8-K filed on
November 11, 2008.  Please note that inco rporating by reference the original
disclosures in the Item 4.01 8-K is not appropriate.  Please amend your filing to
include the information disclosed in your  original Item 4.01 Form 8-K, filed on
November 11, 2008.

Mr. James H. Brennan
Commonwealth Biotechnologies, Inc. January 8, 2009 Page 2
 2. Upon amending your filing, please include, as Exhibit 16, an updated letter from
your former accountants, BDO Seidman, LLP, as required by Item 304(a)(3) of Regulation S-K. Please ensure that your  former accountants date their letter.

*    *    *    *

 As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment 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.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities 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 Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. James H. Brennan
Commonwealth Biotechnologies, Inc. January 8, 2009 Page 3
 If you have any questions, please do not hesitate to call me at (202) 551-3658.
        S i n c e r e l y ,            T a b a t h a  A k i n s         S t a f f  A c c o u n t a n t