SecProbe.io

January 11, 2013

Via E -mail
Ms. Linda F. Powers
Chief Executive Officer
Northwest Biotherapeutics, Inc.
4800 Montgomery Lane , Suite 800
Bethesda, MD 20814

Re: Northwest Biotherapeutics, Inc.
  Registration Statement on Form S-3
Filed  January 7, 2013
  File No.  333-185898

Dear Ms. Powers :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Exhibits, page 27

1. In order to qualify your i ndenture under the Trust Indentu re Act of 1939, you must
have a Form of I ndenture on file at the time of effectiveness of the registration
statement.   Please fil e by pre -effective amendment a Form of I ndenture as an exhibit
to your registration statement and eliminate any language indicating that the indenture
may be filed post -effectively through  a Form 8 -K.

2. We note that Exhibit 23.1 attached to the filing , entitled “Consent of Independent
Registered Public Accounting Firm,” does not include the signature of the accountant .
Please amend to  include this signature in the Exhibit .

Linda F. Powers
Northwest Biotherapeutics, Inc.
January 11, 2013
Page 2

 Incorporation of Documents by Reference, page 25

3. Please revise your disclos ure to incorporate by reference the  Form 8 -K filed on
December 7, 2012.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission 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 effectiv e, 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 and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securitie s specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Linda F. Powers
Northwest Biotherapeutics, Inc.
January 11, 2013
Page 3

 Please contact Austin Stephenson at (202) 551 -3192 or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Jeffrey J. Fessler, Esq.
Sichenzia Ross Friedman Ference LLP