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CORRESP
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SEC RESPONSE LETTER

 Anthony W. Basch

 804 / 771-5725

 awbasch@kaufcan.com

 804 / 771-5700

 fax: 804 / 771-5777

 Mailing Address:

 P.O. Box 27828

 Richmond, VA 23261

 Three James Center, 12th Floor
1051 East Cary Street

 Richmond, VA 23219

 February 29, 2008

 By EDGAR and U.S. Mail

 Mr. Jeffrey P. Riedler

 Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 6010

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Commonwealth Biotechnologies, Inc.

 File
No: 333-148942

 Dear Mr. Riedler:

 On
behalf of Commonwealth Biotechnologies, Inc. (the “Registrant”) and in response to the comments set forth in your letter dated February 7, 2008, we are writing to supply supplemental information and to indicate the changes that will
be made in the first amendment to the captioned registration statement. Factual information provided herein has been provided to us by the Registrant. Capitalized terms used herein shall have the meanings ascribed to them in the first unless
otherwise defined herein.

 Per conversations with Commission staff, the Registrant provides these responses without filing the amendment at
this time because it is in the process of obtaining audited financial statements for filing with the amendment. Notwithstanding the foregoing, the response references certain pages in the registration statement and includes discussion suggesting
that the amendment has been filed. The page references refer to the pages in the initially filed Form SB-2 on which the new language will be placed or on which previously disclosed language is located. Language suggesting that the amendment has been
filed should be read to refer to the Registrant’s intention to make the disclosures in question in the amended registration statement upon filing with the Commission.

 Form SB-2

 1. Please provide us, with a view toward disclosure 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 underlying

 Disclosure Required by Internal Revenue Service Circular 230: This communication is not a tax opinion. To the extent it
contains tax advice, it is not intended or written by the practitioner to be used, and it cannot be used by the taxpayer, for the purpose of avoiding tax penalties that may be imposed on the taxpayer by the Internal Revenue Service.

Chesapeake

Hampton

Newport News

Norfolk

Virginia Beach

Williamsburg

 www.kaufmanandcanoles.com

 Mr. Jeffrey P. Riedler

 February 29, 2008

 Page 2

securities that you have registered for resale and the market price per share for those securities on the date of the sale of the convertible notes and
convertible warrants).

 The Registrant has revised the Prospectus Summary on page 4 to provide the disclosure requested by this
comment. The Registrant has registered for resale an aggregate of 2,388,750 Shares, without par value per Share, underlying the Convertible Notes, Class A Warrants and Class B Warrants. The market value of the Registrant’s common stock on
December 31, 2007, the date of the closing of the private placement, was $2.48 per Share (the average of the low price of $2.41 and the high price of $2.55). As a result, the aggregate dollar value of the Registered Number (as defined below) of
Shares underlying the Convertible Notes and Warrants on that date was $5,924,100.

 For the sake of clarity, this response uses the terms
“Initial Number”, “Registered Number” and “Maximum Number” to refer to three different numbers of Shares underlying the Convertible Notes.

 The “Initial Number” of Shares underlying the Convertible Notes is 975,000. In the event the Registrant does not take any action that results in the issuance of more Shares under the Convertible Notes, the
Initial Number will be the number of Shares the Selling Shareholders are entitled to receive upon conversion of the Convertible Notes. The sum of the Initial Number of Shares underlying the Convertible Notes and the registered number of Shares
underlying the Class A and Class B Warrants is 2,193,750.

 The “Registered Number” of Shares underlying the Convertible
Notes is 1,170,000. The Registered Number represents 120% of the Initial Number of Shares. The Registrant is contractually obligated to register the Registered Number of Shares for the Convertible Notes. By contrast, the Registrant is only obligated
to register 100% of the number of Shares underlying the Class A and Class B Warrants. The sum of the Registered Number of Shares underlying the Convertible Notes and the registered number of Shares underlying the Class A and Class B
Warrants is 2,388,750.

 The “Maximum Number” of Shares underlying the Convertible Notes is 1,104,108. Notwithstanding the fact
that the Registrant is contractually obligated to register the Registered Number of Shares for the Convertible Notes, the Registrant is also contractually prohibited from taking any action that would require shareholder approval under applicable
NASDAQ requirements, such as the issuance of 20% or more of its Shares at less than market value. The Maximum Number is one Share less than 20% of the number of Shares outstanding immediately prior to the private placement. The sum of the Maximum
Number of Shares underlying the Convertible Notes and the registered number of Shares underlying the Class A and Class B Warrants is 2,322,858. While this sum is greater than 20% of the number of Shares outstanding prior to the private
placement, (i) the exercise prices of the Warrants were above the Shares’ market value on December 31, 2007 and (ii)

 Mr. Jeffrey P. Riedler

 February 29, 2008

 Page 3

the Warrants cannot be exercised until six months after December 31, 2007. Accordingly, the Shares underlying the Warrants do not count as part of the
20% for NASDAQ purposes.

 If the Registrant does not trigger any anti-dilution protections, then the aggregate dollar value of the Initial
Number of Shares underlying the Convertible Notes and Warrants would be $5,440,500. Even if the Registrant’s actions triggered anti-dilution protections, the aggregate dollar value of the Maximum Number of Shares underlying of Convertible Notes
and Warrants would be $5,760,687.84.

 2. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure of
the dollar amount of each payment (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 shareholder has a contractual relationship regarding the transaction (including any interest payments, liquidated damages, payments made to “finders” or “placement agents,” and any other
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 conversion of the convertible notes and convertible warrants in this disclosure.

 Further, please provide us, with a view toward 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 selling shareholders and any of their affiliates in the first year following the sale of convertible notes and convertible warrants.

 Mr. Jeffrey P. Riedler

 February 29, 2008

 Page 4

 The Registrant may be required to make the following payments in connection with the private
placement. The Registrant has included this information in a table on page 31 of the prospectus.

 Payee

 Fee

 Description of Fee

Placement Agent (Wellstone Securities LLC)

$88,000

Placement Agent cash fee equal to 5% of first million dollars and 4% of second million dollars

Placement Agent (Wellstone Securities LLC)

Warrants to purchase 97,500 Shares

Placement Agent warrant coverage of warrants to purchase 50,000 Shares for each million dollars raised in private placement, exercisable at $2.00 per Share. Shares are not required to be
registered.

Grushko & Mittman, P.C.

$28,000

Legal fees payable by Registrant to counsel for Selling Shareholders in connection with private placement

Grushko & Mittman, P.C.

$500 per hour

Fee per hour payable by Registrant to counsel for Selling Shareholders for service as collateral agent in connection with private placement; payable only upon default and only if collection
actions are taken

Libra Finance S.A.

$48,750

Due diligence fee equal to 2.5% of $1,950,000, payable to designee of lead investor for conduct of due diligence; payee is not an affiliate of Selling Shareholders

Selling Shareholders

$100 per $10,000 per day

Liquidated damages for failure to timely deliver Shares upon receipt of notice of conversion of Convertible Notes or exercise of Warrants

Selling Shareholders

Excess Purchase Price of Shares to cover conversion or exercise

In the event of a failure to timely deliver Shares within seven days after notice of conversion of Convertible Notes or exercise of Warrants, if a Selling Shareholder purchases Shares on the
open market to cover such conversion or exercise, the Registrant is obligated to pay the Selling Shareholder the amount by which (A) such total purchase price (including brokerage commissions, if any) for the Shares so purchased exceeds (B) the
aggregate principal and/or interest amount of the Note for which such conversion was not timely honored together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in
full.

Selling Shareholders

Up to $48,750

Interest payment – March 31, 2008 (10% annual interest rate, payable quarterly, presuming no conversion of Convertible Note)

Selling Shareholders

Up to $48,750

Interest payment – June 30, 2008 (10% annual interest rate, payable quarterly, presuming no conversion of Convertible Note)

Selling Shareholders

Up to $48,750

Interest payment – September 30, 2008 (10% annual interest rate, payable quarterly, presuming no conversion of Convertible Note)

Selling Shareholders

Up to $48,750

Interest payment – December 31, 2008 (10% annual interest rate, payable quarterly, presuming no conversion of Convertible Note)

Selling Shareholders

Up to $48,750

Interest payment – March 31, 2009 (10% annual interest rate, payable quarterly, presuming no conversion of Convertible Note)

Selling Shareholders

Up to $48,750

Interest payment – June 30, 2009 (10% annual interest rate, payable quarterly, presuming no conversion of Convertible Note)

 Mr. Jeffrey P. Riedler

 February 29, 2008

 Page 5

 Further, as requested, the Registrant provides the following tabular disclosure of the proceeds from
the private placement, net of required payments in the first year after the private placement. The following table does not include any penalties or payments that would be required in the event of a breach or amounts that depend on unknown variables
such as the amount of time spent by the Collateral Agent as described in the previous table. The table includes fees payable to the Selling Shareholders’ counsel and due diligence fees paid to a designee of the Selling Shareholders, as such
fees would otherwise be the responsibility of the respective Selling Shareholders, notwithstanding the fact that neither the counsel nor the due diligence entity is an affiliate of any of the Selling Shareholders. Further, the table assumes no early
conversion of the Convertible Notes and does not include any costs associated with the registration of the Shares. Finally, the table does not include any placement agent fees, as the placement agent is not an affiliate of the Selling Shareholders.
The following table is included at page 31 of the prospectus.

 Amount

 Description

$1,950,000

Gross Proceeds from Private Placement

(28,000)

Grushko & Mittman, P.C. legal fees

(48,750)

Libra Finance S.A. due diligence fee

(195,000)

Interest on Convertible Notes

$1,678,250

Net proceeds from Private Placement

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

•

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

•

 the market price per share of the securities underlying the convertible notes and convertible warrants on the date of the sale of the convertible notes and
convertible warrants;

•

 the conversion price per share of the underlying securities on the date of the sale of the convertible notes and convertible warrants, calculated as follows:

•

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

•

 if the conversion price per share is not set at a fixed price and, instead, is set at a floating rate in relationship to the market price of the

 Mr. Jeffrey P. Riedler

 February 29, 2008

 Page 6

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 convertible notes and convertible warrants (assuming no cash dividend payments, complete 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 convertible warrants, calculated by using the market price per share
on the date of the sale of the convertible notes and convertible warrants and the total possible shares underlying the convertible notes and convertible warrants;

•

 the total possible shares the selling shareholders may receive and the combined conversion price of the total number of shares underlying the convertible notes
and convertible warrants calculated by using the conversion price on the date of the sale of the convertible notes and convertible warrants and the total possible number of shares the selling shareholders may receive; and

•

 the total possible discount to the market price as of the 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 share 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.

 The Registrant has calculated the amounts
requested by the Commission and provides them in the following table, which is now included at page 43 of the amended prospectus. As noted in the table below, only the Convertible Notes were sold at a discount to the market value on the date of
closing of the private placement. The Class A Warrants are exercisable at $2.85 per Share, a 15% premium to the closing price of the Registrant’s Shares on December 31, 2007. The Class B Warrants are exercisable at $5.00 per Share,
which represented approximately twice the market price of the Registrant’s Shares on December 31, 2007.

 Mr. Jeffrey P. Riedler

 February 29, 2008

 Page 7

 If all of the Shares underlying the Convertible Notes, Class A Warrants