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Via Facsimile and U.S. Mail Mail Stop 6010           February 25, 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 February 24, 2009
 File No. 000-06334

Dear Mr. Brennan:

We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to these comment.  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 necessary  in your explanation.  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.
 1. Your reference to the “Prior to the e ngagement of Witt Mares” in the first
paragraph is too vague.  Please amend your  filing to specify whether, during your
past two fiscal years through the date  of engagement (February 18, 2009), you
consulted Witt Mares, PLC regarding any of the matters outlined in Item 304(a)(2) of Regulation S-K.

*    *    *    *

Mr. James H. Brennan
Commonwealth Biotechnologies, Inc. February 25, 2009 Page 2
  As appropriate, please amend your filing a nd respond to this comment 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 comment.    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 comment or changes to disclosure in  response to staff comment do not foreclose
the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comment as  a defense in any proceeding initiated by
the Commission or any person under the federa l 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 comment on your filing.

Mr. James H. Brennan
Commonwealth Biotechnologies, Inc. February 25, 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