SecProbe.io

February 4, 2011

Alton L. Boynton
President and Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane, Suite 800
Bethesda, Maryland 20814

Re: Northwest Biotherapeutics, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2009
   Form 10-Q for the Quarterly Period Ended September 30, 2010
File No. 000-33393

Dear Mr. Boynton:

We have reviewed your January 13, 2011 res ponse to our December 16, 2010 letter and
have the following comments.
 Please respond to this letter within ten business days by providing us the requested
information, amending your filings or by advising us when you will provide the requested response.  If you do not believe a comment applie s to your facts and circumstances, please tell us
why in your response.  Please furnish us a letter on EDGAR under the form type label
CORRESP that keys your responses to our comments.

After reviewing any amendments to your f ilings and the information you provide in
response to these comments, we may have additional comments.

Form 10-K for the fiscal year ended December 31, 2009

 Notes to the Consolidated Financial Statements

(5) Stockholders’ Equity (Deficit)
(c) Common Stock Issuances, page 65

1. Please refer to your response to comment six. Please provide us with a schedule showing
the following information for each issuance of common stock for services during 2009:

• The specific date that common stock was issued;
• The number of shares issued and the pri ce used to value the issuance of common
stock;
• The quoted market price of your common st ock on the date of each issuance; and
• The recent financing transaction to which you referred as a basis for the price you
used to value the issuance for services.

Alton L. Boynton
Northwest Biotherapeutics, Inc.
February 4, 2011
Page 2

In addition, please provide us with a schedul e showing the following information related
to the recent financing transactions you used to value the common stock:
• The exact date of the financing transaction;
• The number of investors, natu re and number of shares issued, and per share price
received in the financ ing transaction; and
• The quoted market price of your common stock on the date of the financing
transaction.

2. Please tell us the nature of th e restrictions on the stock that  was issued for services in
2009 and whether the stock issued in the financi ng transactions had the same restrictions.
Please tell us whether the per share price you used to value your common stock for
services in 2009 included a disc ount related to the re strictions. If so, please tell us the
amount of each discount, how you arrived at it  and why it is reasona ble given the nature
of the restrictions.
 Signatures, page 77

3. We note your response to our prior comment s 7 and 9 that you have amended your 10-K
and 10-Q filings so that the Signature pages comply with General Instruction D of Form
10-K and General Instruction G of Form 10- Q, respectively.  However, the Signature
pages as filed in your amended Form 10- K and Forms 10-Q, filed January 26, 2011, do
not appear to comply with those instructions.  For example, your amended Form 10-K identifies Mr. Boynton as, “principal executive  officer and principal financial officer,”
while your amended Form 10-Q for the period ended March 30 identifies Mr. Boynton
as, “Principal Executive Offi cer,” and your amended Forms 10-Q for the periods ended
June 30 and September 30 identify Mr. Boynt on as, “principal executive officer and
principal accounting officer.”  Therefore, none  of these Forms, as amended, meet the
respective Signature requirements of Form 10-K and Form 10-Q, that those forms be
signed by your:
• Principal Executive Officer;
• Principal Financial Officer;
• Principal Accounting Offi cer or Controller; and
• A majority of the Board of Directors.

Further, in the Signature block of each of your amended forms, under Mr. Farmer’s
signature, appears Ms. Powers’ name.  Please amend the Form 10-K as well as the Form
10-Qs for the periods ending March 31, 2010, June 30, 2010 and September 30, 2010 so
that the Signatures pages comply with Gene ral Instruction D of Form 10-K and General
Instruction G of Form  10-Q, respectively.

Alton L. Boynton
Northwest Biotherapeutics, Inc.
February 4, 2011
Page 3

You may contact Vanessa Robert son, Staff Accountant, at (202) 551-3649 or Mary Mast,
Senior Staff Accountant, at ( 202) 551-3613 if you have any ques tions regarding the processing
of your response, as well as any questions rega rding comments on the financial statements and
related matters.  Please contac t Michael Rosenthall, Staff Attorn ey, at (202) 551-3674 or Jeffrey
Riedler, Assistant Director, at  (202) 551-3715 with questions on a ny of the other comments.  In
this regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant