SecProbe.io

Mail Stop 4546

October 5, 2016

Via E -mail
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 September 23, 2016
Amended October 3, 2016
  File No. 333 -213777

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 .  If you do not be lieve 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.

Cover Page

1. It appears that  you are relying on General Instruction I.B.6 of Form S -3 for this offering.
If so, please revise your prospectus cover page to disclose the calculation of the aggregate
market val ue of your outstanding voting and nonvoting common equity and the amount
of all securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar
month period that ends on, and includes, the date of the prospectus.   Refer to Instruction
7 to General Instruction I.B.6.   Otherwise, please provide us your analysis demonstrating
your eligibility to use Form S -3.

Linda F. Powers
Northwest Biotherapeutics, Inc.
October 5, 2016
Page 2

 Incorporation of Certain Documents by Reference, page 24

2. Please revise this section to incorporate by reference  the amended annua l report on Form
10-K filed on April 29, 2016 , the Form 8 -K filed on March 3, 2016 , and the amended
Form 8 -K filed on September 19, 2016 .

Exhibit 5.1

3. Please have counsel revise the legal opinion to cover the Units.

We remind you that the company and its  management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  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 Joseph McCann  at (202) 551 -6262
with any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
        Office of Healthcare and
        Insurance

cc:  Peter Campitiello, Esq. – Kane Kessler, P.C.