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February 3, 2012

VIA EDGAR ONLY

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Jeffrey Riedler,

                   Assistant Director

Re:   Northwest Biotherapeutics, Inc.

Registration Statement on Form S-1

Filed January 10, 2012

File No. 333-178958

Dear Mr. Riedler:

This letter is in response
to the comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the
above-referenced filings provided in your letter dated January 19, 2012 (the “Comment Letter”). In response to these
comments, Northwest Biotherapeutics, Inc. (the “Company”) has caused to be filed Amendment No. 1 on Form S-1. The purpose
of this correspondence is to illustrate these changes to the Commission and provide explanation, where necessary. Our responses
follow the text of each Staff comment reproduced consecutively for your convenience.

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 ended on December 31, 2011. We refer you to Compliance and Disclosure Interpretation 117.05.

The Executive Compensation disclosure has been
updated and is provided below in its entirety:

EXECUTIVE COMPENSATION

Summary Compensation Table

Compensation Discussion and Analysis

Our Process

Typically, our executive
compensation is comprehensively assessed and analyzed annually; however, given our limited funding since 2002, our executives have
received infrequent increases in their compensation. During 2011, our executives also received equity based incentives.

    1

Normally, the review process
includes, but is not limited to, the following steps:

    ·
    The Compensation Committee reviews the performance of the Chief Executive Officer and other senior executives;

    ·
    The current annual compensation of senior management and long-term compensation grants made over the past few years are reviewed;

    ·
    The appropriate performance metrics and attributes of annual and long-term programs for the next year are considered and discussed;

    ·
    The entirety of our compensation program is considered;

    ·
    For our top officers, if peer group compensation is available for their position, we use a blend of survey and peer compensation for comparison, as we compete not only in our own market, but nationally and across industries, for talent;

    ·
    The compensation practices of our peer companies are reviewed, including their practices with respect to equity and other grants, benefits and perquisites;

    ·
    The compensation of our management team from the standpoint of internal equity, complexity of the job, scope of responsibility and other factors is assessed; and

    ·
    Management’s stock ownership is reviewed.

Management has the following involvement with
the executive compensation process:

    ·
    The Chief Executive Officer recommends salaries, annual and long-term incentive targets, and plan amendments and design before recommendations are submitted to the Compensation Committee for approval; and

    ·
    The Chief Executive Officer is involved in establishing and recommending to the Compensation Committee financial goals for the incentive programs based on management’s operational goals and strategic plans.

Compensation Goals

Our philosophy regarding
executive compensation is to attract and retain highly qualified people by paying competitive salaries, and to link the financial
interests of our senior management to those of our stockholders by tying compensation to the achievement of operational and financial
objectives. Our compensation package for our officers includes both short-term and long-term features in the forms of base salary
and equity-based incentives in the form of stock options, which are granted periodically at the discretion of the Compensation
Committee.

Elements of Executive Compensation

Base Salaries

Base salaries for all
executive officers are reviewed annually. The Compensation Committee reviews the compensation of the President and Chief Executive
Officer. The President and Chief Executive Officer, together with the compensation committee, review the other executive officer’s
compensation. The Compensation Committee also consults with the President and Chief Executive Officer with respect to the compensation
package for all other executive officers. In evaluating salaries, each officer’s individual performance during the prior
year, as well as salary levels in the biotechnology industry for comparable positions are considered. In determining how the respective
officer contributes to the Company, current corporate performance, as well as the potential for future performance gains, is considered.
No specific weight is attributed to the foregoing for purposes of determining base salaries.

    2

Equity-Based Incentives

We provide our executive
officers with long-term incentives through Stock Option Plans, (as defined under “— Equity Plans” below), all
described in more detail below. The primary objective of this plan is to provide an incentive for employees, including our executive
officers, to make decisions and take actions that maximize long-term stockholder value. The plans are designed to promote this
long-term focus by using discretionary grants and long-term vesting periods. Subject to the terms of the plans, the Compensation
Committee determines the terms and conditions of options granted under the plans, including the exercise price, which is based
on fair value of our stock on the date of grant. For various motivation and retention considerations, option awards granted subsequent
to our initial public offering in December 2001 generally vest over four years. The Compensation Committee believes that stock
options provide an incentive for employees, allowing us to attract and retain high quality management and staff. Stock options
were issued to five (5) executives in 2011.

Employee and Executive Benefits

Our executives participate
in many of the same employee benefit programs as our other employees. The core employee benefit programs include a tax-qualified
retirement plan, medical coverage, dental coverage, life insurance, disability coverage, and vacation. The tax qualified retirement
plan is a 401(k) plan. We made matching contributions to each employee’s 401(k) plan account of $0.50 for each dollar contributed
on the first $3,000 of compensation contributed to the plan. Our matching contribution policy was terminated effective March 2006.
All of these matching contribution amounts to our Named Executive Officers are shown in the All Other Compensation
footnote to the Summary Compensation Table following this section.

Perquisites

Historically, we have
offered only a very limited number of perquisites to our executives as an incremental benefit to recognize their position within
the Company. No perquisites of any kind were offered to executives in 2011.

Compensation of the President and Chief
Executive Officer

In assembling the compensation
package for our President and Chief Executive Officer, the Compensation Committee considers our annual and long-term performance,
the performance of the President and Chief Executive Officer, and our cash resources and needs. Although the Committee’s
overall goal is to set the President and Chief Executive Officer’s salary at the median level for competitors that are similar
in industry size and performance, the actual level approved by the Committee may be higher or lower based upon the Committee’s
subjective evaluation of the foregoing. Consistent with the foregoing, the Compensation Committee set the annual base salary for
the President and Chief Executive Officer, Dr. Alton Boynton, at $331,250 for the fiscal year ended 2011. On June 21, 2011, Dr.
Alton Boynton was offered and accepted the position of Chief Science Officer, thereby stepping down from his role as President
and Chief Executive Officer. Ms. Linda Powers then assumed the role of President and Chief Executive at an annual base salary of
$360,000.

Summary Compensation Table

The following table sets
forth certain information concerning compensation paid or accrued to our named executive officers (the “Named Executive Officers”)
during the years ended December 31, 2011, 2010, and 2009. The Option Awards shown in the table below do not constitute cash
or value actually received by the named executive officer. Instead, the amounts shown are the non-cash aggregate fair values of
Option Awards that were granted during the periods presented but were then subject to vesting requirements. The majority of the
Options were not vested and will not vest unless certain milestones are met in the future, or certain employment period requirements
are met in the future. With respect to the portion of the Options that did vest, in the case Ms. Powers and Mr. Goldman, upon vesting
all of those Options became subject to an extended lock-up (until the earlier of 18 months or the Company reaching the primary
endpoint of its GBM brain cancer clinical trial).

    3

    Name and Principal

Position

    Year

    Salary

    Bonus

    Option Awards

    All Other
 Compensation

    Total

    Linda M Powers (1)
 President, Chairperson & Chief Executive Officer

    2011

    $
    203,308

    $
    —

    $
      9,262,133

    $
    —

    $
    9,465,441

    2010

    $
    —

    $
    —

    $
    —

    $
    —

    $
    —

    2009

    $
    —

    $
    —

    $
    —

    $
    —

    $
    —

    Alton L. Boynton, Ph.D. (2)
 Chief Scientific Officer

    2011

    $
    334,732

    $
    —

    $
      1,547,963

    $
    —

    $
    1,882,695

    President, Chief Executive

    2010

    $
     359,528

    $
    —

    $
    —

    $
    —

    $
    359,528

    Officer, Chief Scientific Officer  and Secretary

    2009

    $
     538,281

    $
    —

    $
    —

    $
    —

    $
    538,281

    Anthony Maida, Ph.D. (3)

    2011

    $
     160,384

    $
     —

    $
         814,182

    $
     —

    $
    974,566

    Chief Financial Officer

    2010

    $
    —

    $
    —

    $
    —

    $
    —

    $
    —

    2009

    $
    —

    $
    —

    $
    —

    $
    —

    $
    —

    Leslie Goldman (4)

    2011

    $
     149,092

    $
     —

    $
      1,465,527

    $
     —

    $
    1,614,619

    Senior Vice President,

    2010

    $
    —

    $
    —

    $
    —

    $
    —

    $
    —

    Business Development

    2009

    $
    —

    $
    —

    $
    —

    $
    —

    $
    —

    Marnix L. Bosch, Ph.D., M.B.A. (5)

    2011

    $
    339,362

    $
       20,000

    $
      1,192,963

    $
    —

    $
    1,552,325

    Chief Technical Officer

    2010

    $
     431,652

    $
    —

    $
    —

    $
    —

    $
    431,652

    2009

    $
     283,750

    $
    —

    $
    —

    $
    —

    $
    283,750

(1) In conjunction with the employment agreement entered into between the Company and Ms. Powers on June 8, 2011, and in recognition of Ms. Powers’ service to the Company while serving as Chairman during the preceding four years, the Company granted Ms. Powers an option to purchase 14,220,000 shares of the Company's stock with an exercise price of $0.66 per share. One-third of the options vested on the grant date, and upon vesting became subject to a lock-up which extends to the earlier of 18 months or the Company reaching the primary endpoint of its GBM brain cancer clinical trial. One-third of the options will vest in equal monthly portions over the term of the employment agreement. The remaining one-third will vest in portions tied to material milestones in multiple Company programs, if and to the extent those milestones are achieved. Additionally, Ms. Powers received $100,000 during 2010 as non-executive compensation for her services as the Chairman of the Company’s Board of Directors.

(2) In conjunction with the employment agreement
entered into between the Company and Dr. Boynton on June 8, 2011, the Company issued Dr. Boynton an option to purchase 2,376,562
shares of the Company's stock with an exercise price of $0.66 per share. 1,376,562 options vested on the grant date. 120,000 options
will vest in equal monthly portions over the term of the employment agreement. The remaining 880,000 options will vest in portions
tied to material milestones in multiple Company programs, if and to the extent those milestones are achieved.

(3) In conjunction with the employment agreement
entered into between the Company and Dr. Maida on June 8, 2011, the Company issued Dr. Maida an option to purchase 1,250,000 shares
of the Company's stock with an exercise price of $0.66 per share. No options vested on the grant date. 120,000 options will vest
in equal monthly portions over the term of the employment agreement. The remainder will vest in portions tied to material milestones
in multiple Company programs, if and to the extent those milestones are achieved.

    4

(4) In conjunction with the employment agreement
entered into between the Company and Mr. Goldman on June 8, 2011, the Company issued Mr. Goldman an option to purchase 2,250,000
shares of the Company's stock with an exercise price of $0.66 per share. One-third of the options vested on the grant date, and
upon vesting became subject to a lock-up which extends to the
earlier of 18 months or the Company reaching the primary endpoint of its GBM
brain cancer clinical trial. One-third
will vest in equal monthly portions over the term of the employment agreement. The remaining one-third will vest in portions tied
to material milestones in multiple Company programs, if and to the extent those milestones are achieved.

(5) In conjunction with the employment agreement
entered into between the Company and Dr. Bosch on June 8, 2011, the Company issued Dr. Bosch an option to purchase 1,831,536 shares
of the Company's stock with an exercise price of $0.66 per share. 831,536 options vested on the grant date. 120,000 options will
vest in equal monthly portions over the term of the employment agreement. The remaining 880,000 options will vest in portions tied
to material milestones in multiple Company programs, if and to the extent those milestones are achieved.

Outstanding Equity Awards at Fiscal Year-End

The following table shows outstanding
stock option awards classified as exercisable and un-exercisable as of December 31, 2011.

    Name and Principal Position
    Number of Securities Underlying

Unexercised Options

    Option Exercise

Price ($)
    Option

Expiration Date

    Exercisable

Un-exercisable

    Linda Powers
 President & Chief Executive
                                 -
        (1)
             14,220,000
     $
                       0.66
    6/21/2018

    Alton Boynton
 Chief Scientific Officer
                    1,406,562
        (2)
                  970,000
     $
                       0.66
    6/21/2018

                           5,286
        (6)
                           -
     $
                     18.75
    4/18/2014

                           2,016
        (6)
                           -
     $
                       1.35
    2/18/2016

                    1,430,846
        (7)
                           -
     $
                       0.55
    8/20/2022

    Anthony Maida
 Chief Financial Officer
                         30,000
        (3)
               1,220,000
     $
                       0.66
    6/21/2018

    Leslie Goldman
 Senior Vice President
                                 -
        (4)
               2,250,000
     $
                       0.66
    6/21/2018

    Marnix Bosch
 Chief Technical Officer
                       861,536
        (5)
                  970,000
     $
                       0.66
    6/21/2018

                              333