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CORRESP
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    Unassociated Document

      Brian
Pitko

      SEC,
Corporation Finance Division

      Dear Mr.
Pitko:

      Find
below the response to your comment.

      WITH
RESPECT TO YOUR COMMENT ON FEES PAID TO LINDA POWERS THE FOLLOWING TABLE HAS BE
UPDATED ON PAGE 11:

                              Name

                              Year

                              Fees Earned

                              or Paid

                              in Cash

                              All Other

                              Compensation(1)

                              Total

                              Linda
      F. Powers

                              2008

                            $
                            92,416

                            $
                            —

                            $
                            92,416

                              R.
      Steve Harris

                              2008

                            $
                            33,744

                            $
                            —

                            $
                            33,744

      Only
non-employee directors receive director fees. Effective June 22, 2007,
we are required to pay Linda F. Powers, as Chairperson and a non-executive
member of the Board of Directors, £50,000, or $92,416, per annum for her
services. Also effective June 22, 2007, we were required to pay R. Steve
Harris, as a non-executive member of the Board of Directors, £30,000
(approximately $60,000) per annum for his services. R. Steve Harris resigned as
a director on June 30, 2008.

      I have
revisited our accounting of this payment history month by month taking into
account the exchange rate variation beginning in January, 2008 and ending the
end of December, 2008.  The amount in the table reflects the “fees
earned or paid in cash” and the text in the above paragraph also reflects this
amount.  There should be not discrepancy between the two and indeed
there are not any discrepancies.

      I hope
this answers your question.

      Furthermore:

      The
company is responsible for the adequacy and accuracy of the disclosure in the
filing;

      Staff
comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing;
and

      The
company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

      Please
let me know of any questions.  I can send you a redline if you
wish.

              Signature:  /s/
      Alton L. Boynton

    UNITED
STATES

    SECURITIES
AND EXCHANGE COMMISSION

    Washington,
D.C. 20549

    SCHEDULE
14A

    (RULE
14a-101)

    SCHEDULE
14A INFORMATION

    Proxy
Statement Pursuant to Section 14(a) of the Securities

    Exchange
Act of 1934 (Amendment No.    )

              Filed
      by the Registrant   x

              Filed
      by a Party other than the Registrant   ¨

              Check
      the appropriate box:

              x

              Preliminary
      Proxy Statement

              ¨

              Confidential,
      for Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))

              ¨

              Definitive
      Proxy Statement

              ¨

              Definitive
      Additional Materials

              ¨

              Soliciting
      Material Pursuant to §240.14a-12

    Northwest
Biotherapeutics, Inc

    (Name of
Registrant as Specified In Its Charter)

    (Name of
Person(s) Filing Proxy Statement, if other than the
Registrant)

    Payment
of Filing Fee (Check the appropriate box):

                                x

                                No
      fee required.

                                ¨

                                Fee
      computed on table below per Exchange Act
      Rules 14a-6(i)(1) and 0-11.

                                (1)

                                Title
      of each class of securities to which transaction applies:

                                (2)

                                Aggregate
      number of securities to which transaction applies:

                                (3)

                                Per
      unit price or other underlying value of transaction computed pursuant to
      Exchange Act Rule 0-11 (set forth the amount on which the filing fee
      is calculated and state how it was determined):

                                (4)

                                Proposed
      maximum aggregate value of transaction:

                                (5)

                                Total
      fee paid:

                                ¨

                                Fee
      paid previously with preliminary materials.

                                ¨

                                Check
      box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting
      fee was paid previously. Identify the previous filing by registration
      statement number, or the Form or Schedule and the date of its
      filing.

                                (1)

                                Amount
      Previously Paid:

                                (2)

                                Form,
      Schedule or Registration Statement No.:

                                (3)

                                Filing
      Party:

                                (4)

                                Date
      Filed:

    NORTHWEST
BIOTHERAPEUTICS, INC.

    Notice
of Annual Meeting of Stockholders

    to
be held on August 14, 2009

    Dear
Stockholder:

    You are
hereby cordially invited to attend the 2009 Annual Meeting of Stockholders of
Northwest Biotherapeutics, Inc., which will be held on Friday, August 14, 2009
at 10:00 a.m.
(local time) at 7600 Wisconsin Avenue, Suite 750, Bethesda, Maryland 20814, and
any adjournments or postponements of the annual meeting.

    We are
holding the annual meeting for the following purposes:

              1.

              To elect one member to our Board
      of Directors to serve as Class II director for a term of three
      years.

              2.

              To
      amend the Company’s Seventh Amended and Restated Certificate of
      Incorporation to increase the number of authorized shares of the Company
      from 100,000,000 to 150,000,000.

              3.

              To seek shareholder approval to
      de-list from the London Stock Exchange’s AIM
      Market.

              4.

              To transact such other business
      as may properly come before the annual meeting or any adjournments or
      postponements of the annual
meeting.

    These
matters are more fully described in the attached proxy statement, which is made
a part of this notice.  At this point, we are not aware of any other
business to be transacted at the annual meeting.

    Only
stockholders of record on our books at the close of business on Thursday, July
20, 2009 will be entitled to vote at the annual meeting and any adjournments or
postponements of the annual meeting.  For 10 days prior to the annual
meeting, a list of stockholders entitled to vote will be available for
inspection at our principal executive offices located at 7600 Wisconsin Avenue,
Suite 750, Bethesda, Maryland 20814.  This list also will be available
for inspection at the annual meeting.  If you would like to view the
stockholder list, please call our executive offices at (240) 497-9024 to
schedule an appointment.

    A copy of our 2008 Annual
Report to Stockholders, which contains our consolidated financial statements for
the fiscal year ended December 31, 2008, and other information of interest to
stockholders, accompanies this notice and the attached proxy statement.
 Important Notice
Regarding the Availability of Proxy Materials for the Shareholder Meeting to be
Held on August 14, 2009.  The proxy statement and annual report for
2008 are also available at NWBio.com under the drop down Investors and then
Proxy Materials.

                  By
      Order of the Board of Directors,

                  Linda
      F. Powers

                  Chairperson
      of the Board of Directors

                  July
      29, 2009

    WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE.   NO
POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED
STATES.

    NORTHWEST
BIOTHERAPEUTICS, INC.

    7600
Wisconsin Avenue

    Suite
750

    Bethesda,
Maryland 20814

    PROXY
STATEMENT

For
the Annual Meeting of Stockholders

    To
Be Held on AUGUST 14, 2009

    This
proxy statement is being furnished in connection with the solicitation of
proxies by the Board of Directors of Northwest Biotherapeutics, Inc. (“we,”
“us,” “our” or the “Company”), for use at the 2009 Annual Meeting of
Stockholders to be held on Friday, August 14, 2009 at 10:00 a.m.
(local time) at 7600 Wisconsin Avenue, Suite 750, Bethesda, Maryland 20814, and
any adjournments or postponements of the annual meeting.  The Board of
Directors (the “Board”) is soliciting proxies for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders.

    Record
Date and Share Ownership

    Only
stockholders of record on our books at the close of business on Thursday, July
20, 2009 will be entitled to vote at the annual meeting and any adjournments or
postponements of the annual meeting.  As of the close of business
on July 20, 2009, we had 45,069,872 shares of common stock
outstanding.  Each share of common stock entitles the record holder to
one vote on each matter to be voted upon at the annual
meeting.  Copies of the Notice of Annual Meeting of Stockholders, this
proxy statement, the enclosed proxy card and our Annual Report to Stockholders
for the fiscal year ended December 31, 2008, will be mailed to stockholders of
record on or about July 29, 2009.  Exhibits to the Annual Report
will be provided to any stockholder at no charge upon written or oral request to
our corporate secretary at the address set forth under “ Communication with the Board of
Directors ” below.

    Voting
in Person

    If you
plan to attend the meeting and vote in person, we will provide a ballot to you
when you arrive. However, if you hold your shares in the name of a broker, bank
or other nominee, you must bring an account statement or letter from the nominee
indicating that you were the beneficial owner of the shares on July 20, 2009,
the record date for voting.

    Voting
by Proxy

    Shares
represented by a properly executed proxy in the form that accompanies this proxy
statement will be voted at the annual meeting and, if you provide instructions
on the proxy, will be voted in accordance with those instructions. If you do not
provide instructions as to how your shares should be voted, your shares will be
voted according to the recommendations of our Board as follows:

              ·

              FOR the election of Linda
      Powers  as Class II
director;

              ·

              FOR the amendment of the Company’s
      Seventh Amended and Restated Certificate of Incorporation to increase
      the  number of authorized shares of Common Stock from
      100,000,000 to 150,000,000.

              ·

              FOR the approval of the de-listing
      from the London Stock Exchange AIM
  Market.

    If other
matters come before the annual meeting, the person named as proxy will vote on
such matters in accordance with his or her best judgment.  We have not
received any notice of other matters that may properly be presented at the
annual meeting.

    Important Notice Regarding the
Availability of Proxy Materials for the Shareholder Meeting to be Held on August
14, 2009.  The proxy statement and annual report for 2008 are also
available at NWBio.com under the drop down Investors and then Proxy
Materials.

    Revoking
a Proxy

    You may
revoke your proxy at any time prior to the start of the annual meeting by
delivering written instructions to our corporate secretary at the address set
forth under “Communication
with the Board of Directors” below.  Attendance at the annual
meeting will not itself be deemed to revoke your proxy unless you give notice at
the annual meeting that you intend to revoke your proxy and vote in
person.

    Quorum
Required

    A quorum
of stockholders is necessary to hold a valid meeting. A majority of shares
entitled to vote on the election of directors at the annual meeting present in
person or represented by proxy represents a quorum. Shares which abstain from
voting on a particular matter and “broker non-votes,” or shares held in “street
name” by brokers, banks or other nominees who indicate on their proxies that
they do not have discretionary authority to vote such shares on a particular
matter, are counted for purposes of determining whether a quorum
exists.

    Votes
Required

    Proposal
1: Election of Linda Powers as Class II Director

    Under our
bylaws, the election of directors requires the affirmative vote of a plurality
of the votes cast, and votes may be cast in favor of the nominee or withheld. A
“plurality” means that the nominee receiving the most votes for election to a
director position is elected to that position. You may withhold votes from a
nominee by notation on your proxy card.  Abstentions and broker
non-votes will have no effect on the outcome of voting on the election of
directors.

      Proposal 2:
Approval of the amendment of the Company’s Seventh Amended and Restated
Certificate of Incorporation to increase in authorized shares from 100,000,000
to 150,000,000..

    The
affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote  at the meeting is required to approve amendment of
the Seventh Amended and Restated Certificate of Incorporation to increase the
number ofauthorized shares of Common Stock from 100,000,000 to
150,000,000.   You may vote “for” or “against” this proposal
  or you may “abstain” from voting.  Abstentions and broker
non-votes will have the same effect as a vote against the proposal.

    Proposal
3: Approval for the de-listing of the Company from the London Stock Exchange’s
AIM Market

    The
affirmative vote of 75% of the votes cast at the meeting is required to approve
de-listing from the London Stock Exchange’s AIM Market (“AIM”).  You
may vote “for” or “against” approval of de-listing from  AIM or you
may “abstain” from voting.  Abstentions and broker non-votes will have
no effect on the outcome of voting on the de-listing from the AIM.

    Dissenter’s
Rights

    Stockholders
will not be entitled to dissenter’s rights with respect to any matter to be
considered at the annual meeting.

        2

    Householding

    Stockholders
of record who reside at the same address will receive a single copy of our
annual report, proxy statement and notice of annual meeting.  Each
stockholder in the household, however, will receive a separate proxy card. This
process, known as “householding,” reduces the volume of duplicate information
received at your household and helps to reduce our expenses.  If you
would like to receive a separate copy of any of these materials, please call or
write us at the address set forth under “ Communication with the Board of
Directors ” below, and we will promptly deliver the requested materials
to you.

    If you
receive multiple copies of our annual report, proxy statement and notice of
annual meeting and wish to receive a single copy in the future, please contact
us at the address set forth under “Communication with the Board of
Directors” below.  If you hold your shares in street name, you
should c