SecProbe.io

January 19, 2012
 Via E-mail

Linda F. Powers Chief Executive Officer Northwest Biotherapeutics, Inc.  4800 Montgomery Lane, Suite 800 Bethesda, Maryland 20814
Re: Northwest Biotherapeutics, Inc.
  Registration Statement on Form S-1
Filed January 10, 2012
  File No. 333-178958

Dear Ms. Powers:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  Please respond to  this letter by amending your registration
statement as requested.  If you do not believe that these comments apply to your facts and
circumstances, or do not believe an amendment is appropriate, please tell us  why in a response.
 After reviewing the next amendment to your registration statement and the information
you provide in response to these comments,  we may have additional comments.

Executive Compensation, page 55

1. Please update your registration statement to provide the information required by Item 402
of Regulation S-K for the fiscal year that  ended on December 31, 2011.  We refer you to
Compliance and Disclosure Interpretation 117.05.
 Signatures, page 85

2. Form S-1 requires that you include the signa tures of the individuals acting as your
principal executive officer, pr incipal financial officer, a nd your principal accounting
officer or controller. If a person serves in  more than one of these capacities you should
indicate each capacity in which the person is  signing on the signatu re page. Please amend
your registration statement accordingly.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Linda F. Powers Northwest Biotherapeutics, Inc.  January 19, 2012 Page 2

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, 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 staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Scot Foley at (202) 551-3383 or me at (202) 551-3715 with any questions.

Sincerely,
   /s/ Jeffrey Riedler
Jeffrey Riedler Assistant Director
   cc: Peter Campitiello, Esq.
Tarter Krinsky & Drogin LLP 1350 Broadway New York, New York 10018