DEF 14A: Definitive proxy statements

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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement [ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a - 11(c) or ss. 240.14a - 12

COMMONWEALTH BIOTECHNOLOGIES, INC.
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(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:

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(2) Aggregate number of securities to which transaction applies:

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] 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:

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(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

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[LOGO]

Commonwealth Biotechnologies, Inc.
601 Biotech Drive
Richmond, Virginia 23235



To Our Shareholders:



You are cordially invited to attend the Annual Meeting of Shareholders,
which is to be held on May 7, 2001, at 11:00 a.m. at 601 Biotech Drive,
Richmond, Virginia 23235. The following pages contain the formal notice of the
Annual Meeting and our Proxy Statement, which describe the specific business to
be considered and voted upon at the Annual Meeting.


It is important that your shares be represented at the meeting. Whether
or not you expect to attend in person, we would greatly appreciate your efforts
to return the enclosed proxy as soon as possible. If you decide to attend the
Annual Meeting, you may withdraw your proxy should you wish to vote in person.


We look forward to seeing you at the Annual Meeting.


Sincerely yours,





/S/ Richard J. Freer

RICHARD J. FREER, PH.D.,
Chairman of the Board of Directors

COMMONWEALTH BIOTECHNOLOGIES, INC.
601 Biotech Drive
Richmond, Virginia 23235


Notice of Annual Meeting of Shareholders
To Be Held
May 7, 2001


Notice is hereby given that the Annual Meeting of Shareholders (the
"Annual Meeting") of Commonwealth Biotechnologies, Inc. (the "Company") will
be held on May 7, 2001, at 11:00 a.m. at 601 Biotech Drive, Richmond,
Virginia, for the following purposes:

(1) To elect three nominees as Class I Directors of the Company;

(2) To elect one nominee as a Class II Director of the Company;

(3) To elect one nominee as a Class III Director of the Company;

(4) To ratify the appointment of McGladrey & Pullen, LLP as
independent public accountants to audit the financial
statements of the Company for the fiscal year ending December
31, 2001; and

(5) To transact such other business as may properly come before
the meeting or any adjournments thereof.

Only shareholders of record at the close of business on March 31, 2001
will be entitled to vote at the Annual Meeting.

The enclosed Proxy Statement contains more information pertaining to
matters to be voted on at the Annual Meeting. Please read the Proxy Statement
carefully.

Whether or not you plan to attend the Annual Meeting in person, to
assure the presence of a quorum, please complete, date, sign and return the
accompanying proxy in the enclosed, postage-paid envelope. If you attend the
meeting and wish to vote your shares personally, you may do so at any time
before the proxy is exercised.

By Order of the Board of Directors,


/s/ Thomas R. Reynolds

THOMAS R. REYNOLDS,
Secretary

Richmond, Virginia
April 9, 2001

COMMONWEALTH BIOTECHNOLOGIES, INC.
601 Biotech Drive
Richmond, Virginia 23235



PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 7, 2001


This Proxy Statement is furnished to the holders of common stock,
without par value per share ("Common Stock"), of Commonwealth Biotechnologies,
Inc. (the "Company") in connection with the solicitation of proxies by the Board
of Directors of the Company (the "Board of Directors") to be voted at the annual
meeting of shareholders of the Company (the "Annual Meeting") to be held on May
7, 2001, at 11:00 a.m. at 601 Biotech Drive, Richmond, Virginia, and at any
adjournments or postponements thereof. This Proxy Statement and the accompanying
proxy are first being mailed on or about April 9, 2001.

Only the holders of Common Stock of record at the close of business on
March 31, 2001 (the "Record Date") will be entitled to vote at the Annual
Meeting. On such date, 2,076,164 shares of Common Stock were outstanding. Each
shareholder is entitled to one vote per share held of record on the Record Date.
The Common Stock is the Company's only outstanding voting stock.

A majority of the shares of Common Stock entitled to vote, represented
in person or by proxy, is required to constitute a quorum. If a quorum is not
present at the time of the Annual Meeting, or if for any reason the Company
believes that additional time should be allowed for the solicitation of proxies,
the Company may adjourn or postpone the Annual Meeting with or without a vote of
the shareholders. If the Company proposes adjournment, the person named on the
enclosed proxy card will vote such shares for which they have voting authority
in favor of adjournment.

All shares of Common Stock represented at the Annual Meeting by
properly executed proxies received prior to or at the Annual Meeting and not
properly revoked will be voted at the Annual Meeting in accordance with the
instructions indicated thereon. If no specification is made, the proxies will be
voted in favor of the matters listed on the proxy card and for the
recommendation of the Board of Directors on any other proposal that may properly
come before the meeting. Directors must be elected by a plurality of votes cast
(in person or by proxy) by the holders of Common Stock entitled to vote at the
Annual Meeting if a quorum is present. All other matters shall be determined
based upon the vote of the majority of votes cast (in person or by proxy) by the
holders of Common Stock entitled to vote at the Annual Meeting if a quorum is
present. Abstentions and broker non-votes will be counted for purposes of
constituting a quorum, but will not have the effect of voting in opposition to a
director or of a vote against the other proposals.

The Company will pay all expenses of the Annual Meeting, including the
cost of soliciting proxies. The Company may reimburse persons holding shares in
their names for others, or holding shares for others who have the right to give
voting instructions, such as brokers, banks, fiduciaries and nominees, for such
persons' reasonable expenses in forwarding the proxy materials to their
principals. Certain directors, officers and other employees of the Company, not
specially employed for this purpose, may solicit proxies, without additional
remuneration therefor, by personal interview, mail, telephone, facsimile or
other electronic means.

Any shareholder giving a proxy may revoke it by delivering a written
notice of such revocation to Thomas R. Reynolds, the Secretary of the Company,
at 601 Biotech Drive, Richmond, Virginia 23235 prior to the Annual Meeting, by
submitting to the Company a more recently dated proxy or by attending the Annual
Meeting and voting at any time before it is exercised.


PROPOSAL 1: ELECTION OF DIRECTORS

The Company's Articles of Incorporation, as amended to date, provide
that the Board of Directors shall be divided into three classes of as nearly
equal size as possible. The Board of Directors has nominated the three
individuals named below under the caption "Class I Nominees" for election as
directors to serve until the annual meeting of shareholders in 2004 or until
their successors have been elected and qualified. All of the Class I Nominees
are currently serving on the Board of Directors of the Company with terms
expiring at this Annual Meeting, with the exception of Everette G. Allen, Jr.,
who was appointed to the Board in January 2001, subject to shareholder approval.
In January 2001, the Company's Board of Directors also nominated the individual
named below under "Class II Nominee" for election as a director to serve until
the annual meeting of shareholders in 2002 or until his successor has been
elected and qualified. In January 2001, the Company's Board of Directors also
nominated the individual named below under "Class III Nominee" for election as a
director to serve until the annual meeting of shareholders in 2003 or until his
successor has been elected and qualified.

The Company's Bylaws, as amended to date, provide that the Board of
Directors shall consist of not less than five nor more than nine directors as
established by the Board of Directors. The size of the Board of Directors
currently consists of eight directors.

Required Vote

Directors must be elected by a plurality of votes cast (in person or by
proxy) by the holders of Common Stock entitled to vote at the Annual Meeting if
a quorum is present.

Class I Nominees:

EVERETTE G. ALLEN, JR. - Nominee for Director
Age -- 60

Mr. Allen is Chairman of and a senior partner in the law firm of
Hirschler, Fleischer, Weinberg, Cox & Allen, P.C. in Richmond, Virginia. Mr.
Allen concentrates his practice in litigation, real estate development,
commercial disputes law, finance and debt restructuring and has been practicing
at Hirschler, Fleischer since 1970. Mr. Allen was admitted to the Virginia State
Bar in 1965. He served as Executive Editor of the Virginia Law Review from 1964
to 1965 and served as a Law Clerk to Fourth Circuit Judge Albert V. Bryan of the
U.S. Court of Appeals during 1965 and 1966. He was a member of the Board of
Trustees of Randolph-Macon College from 1988 to 1992 and a Trustee of the
Virginia Student Aid Foundation from 1996 to 1999. Mr. Allen currently is a
member of the American College of Trial Lawyers, a member of the Board of
Directors of Virginia Gas Company and a Trustee of the Metropolitan Richmond
Sports Authority. In addition, Mr. Allen is a director of Hersha Hospitality
Trust, a real estate investment trust. Mr. Allen is a Phi Beta Kappa graduate of
Randolph Macon College in 1962 and received his law degree from the University
of Virginia in 1965.

RAYMOND HAROLD CYPESS - Director
Age -- 60
Director since 1999

Since 1993, Dr. Cypess has been the President and Chief Executive
Officer of American Type Culture Collection ("ATCC"), a leading non-profit
repository for microbiologicals. Since 2000, Dr. Cypess has been Chairman of
Biodominion Corp., a wholly-owned subsidiary of ATCC, and he is currently a
director of Mid-Atlantic Medical Services, Inc. Dr. Cypess received a bachelor's
degree in Biology from Brooklyn College, a bachelor's degree in Agriculture from
the University of Illinois, Urbanna, a doctorate degree in Veterinary Medicine
from the University of Illinois, Urbanna and a doctorate degree in Parasitology
from the University of North Carolina, Chapel Hill.

THOMAS R. REYNOLDS - Senior Vice President, Secretary, Director and Founder
Age -- 38
Director since 1992

Mr. Reynolds currently serves the Company as a Senior Vice President
and a director. He assumed the role of the Company's Secretary in 1998. From the
founding of the Company in 1992 until 1997, Mr. Reynolds served as a Vice
President of the Company. From 1987 until 1997, Mr. Reynolds served as the
Manager of the Nucleic Acids Core Laboratory at The Massey Cancer Center at
Virginia Commonwealth University ("VCU"). Mr. Reynolds received a bachelor's
degree in Biology from the Pennsylvania State University.

Class II Nominee:

SAMUEL P. SEARS, JR. - Nominee for Director
Age -- 57

Since March 1999, Mr. Sears has been in private practice as an attorney
and has been providing business consulting services. From December 1998 through
February 1999, Mr. Sears served as Vice Chairman of American Prescription
Providers, Inc., a specialty pharmacy network offering prescriptions and
nutriceuticals to patients with chronic diseases. From 1995 through May 1998,
Mr. Sears was Chief Executive Officer and Chairman of Star Scientific, Inc., a
tobacco company focusing on demonstrating the commercial viability of
potentially less harmful tobacco products. Mr. Sears is a graduate of Harvard
College and Boston College Law School.


Class III Nominee:

DONALD A. MCAFEE, PH.D. - Nominee for Director
Age -- 59

Dr. McAfee is co-founder, Chairman, and a director of Discovery
Therapeutics, Inc., a Richmond, Virginia-based clinical stage pharmaceutical
company. Dr. McAfee has been a scientist and manager in academia and industry
for more than 35 years. Before organizing Discovery Therapeutics in 1994, Dr.
McAfee served for eight years as Vice President, Research, at Whitby Research,
Inc. (formerly Nelson Research and Development), managing the drug discovery
programs. Prior to entering industry, Dr. McAfee served as Chairman of the
Division of Neurosciences at the Beckman Research Institute (City of Hope) and
held faculty appointments at the Yale University School of Medicine and the
University of Miami School of Medicine. He has authored more than 100 articles
and book chapters in neuroscience and pharmacology. He is currently an adjunct
professor at the University of California, Irvine and at the Medical College of
Virginia, and is a frequent lecturer to the industry in drug discovery for the
Pharmaceutical Education and Research Institute. Dr. McAfee received his Ph.D.
in Physiology from the University of Oregon School of Medicine.


Continuing Directors

The persons named below will continue to serve as directors until the
annual meeting of stockholders in the year indicated and until their successors
are elected and take office. Shareholders are NOT voting on the election of the
two Class I directors and the one Class III Director noted below.

Class II Directors Serving Until the 2002 Annual Meeting:

ROBERT B. HARRIS, PH.D. - President, Director and Founder
Age -- 49
Director since 1992

Since founding the Company in 1992, Dr. Harris has served as the
President and a director of the Company. Until 1997, Dr. Harris was employed in
the Department of Biochemistry and Molecular Biophysics at VCU, first as an
Assistant, then Associate and finally a full Professor. Dr. Harris received a
joint bachelor's degree in Chemistry and Biology from the University of
Rochester, and a master's degree and a doctorate degree in
Biochemistry/Biophysical Chemistry from New York University.

L. McCARTHY DOWNS, III - Director
Age -- 48
Director since 2000

Mr. Downs is Chairman of the Board of Anderson & Strudwick Investment
Corporation, the parent company of Anderson & Strudwick, Incorporated, a
registered broker-dealer ("A&S"). Mr. Downs is a Senior Vice President with A&S.
He has been the manager of A&S' Corporate Finance department since 1990 and has
been involved in several public and private financings for real estate
investment trusts and other companies including the Company. Prior to 1990, Mr.
Downs was employed by another investment banking and brokerage firm for seven
years. In addition, Mr. Downs is a director of Hersha Hospitality Trust, a real
estate investment trust. Mr. Downs received a Bachelor of Science degree in
Business Administration from The Citadel and obtained a master's degree in
Business Administration from The College of William and Mary.

Class III Directors Serving Until the 2003 Annual Meeting:

RICHARD J. FREER, PH.D. - Chairman of the Board, Director and Founder
Age -- 58
Director since 1992

Since founding the Company in 1992, Dr. Freer has served as the
Chairman of the Board and a director of the Company. From 1975 until 1997, Dr.
Freer was employed in the Department of Pharmacology and Toxicology at VCU,
first as an Associate Professor, and then a full Professor. In addition, from
1988 through 1995, Dr. Freer was first Director and then Chair of the Biomedical
Engineering Program. From 1996 through 1997, Dr. Freer served as Professor in
VCU's Department of Biochemistry and Molecular Biophysics. Dr. Freer received a
bachelor's degree in Biology from Marist College and a doctorate degree in
Pharmacology from Columbia University.

In voting by proxy for the election of the three nominees as Class I
Directors, the one nominee as Class II Director, and the one nominee as Class
III Director to serve until the annual meeting of shareholders at which such
directors' class will stand for reelection, shareholders may vote in favor of

all nominees, withhold their votes as to all nominees, or withhold their votes
as to a specific nominee. If no instructions are indicated, such proxies will be
voted FOR the election of all nominees as directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE ELECTION OF ALL OF THE PROPOSED CLASS I, CLASS II AND CLASS III
NOMINEES TO THE BOARD OF DIRECTORS.


Information Regarding the Board of Directors

The Board of Directors held four meetings during 2000, including
regular and special meetings. Each director attended at least 75% of the
meetings of the Board of Directors and the committees thereof on which the
director serves.

The Committees of the Board of Directors consist of an Audit Committee,
a Compensation Committee, a Nominating Committee, and a Strategic Planning
Committee. The Audit Committee is currently comprised of Mr. Allen, Mr. Sears,
and Dr. Cypess. The Compensation Committee is currently comprised of Dr. Cypess,
Dr. McAfee and Mr. Sears. The Nominating Committee is comprised of Mr. Reynolds,
Mr. Downs, and Dr. Harris. The Strategic Planning Committee is comprised of Dr.
Harris, Mr. Downs, Mr. Allen, Dr. McAfee, and Mr. Reynolds. During 2000, the
Audit Committee met four times, the Compensation Committee met six times, the
Nominating Committee met two times, and the Strategic Planning Committee did not
meet. The Audit Committee recommends the annual appointment of independent
auditors, with whom the Audit Committee reviews the scope of audit and non-audit
assignments and related fees, accounting principles used by the Company in
financial reporting, internal auditing procedures and the adequacy of the
internal control procedures of the Company. The Board of Directors of the
Company has adopted a written charter for the Audit Committee, which is attached
to this Proxy Statement as Appendix A. The Compensation Committee administers
the Company's 1997 Stock Incentive Plan and 2000 Stock Incentive Plan
(collectively, the "Incentive Plans") and makes recommendations to the Board of
Directors regarding compensation and benefits for the executive officers. The
Compensation Committee also has oversight responsibilities for all broad-based
compensation and benefit programs, including the Incentive Plans. The Nominating
Committee recommends to the Board of Directors candidates for election as
director of the Company and makes recommendations to the Board of Directors
regarding director compensation. The Strategic Planning Committee is responsible
for developing, modifying, and monitoring the implementation of the Company's
long-term strategic plan.

Compensation of Directors

All directors receive a fee of $2,500 for each regularly scheduled
quarterly Board meeting attended (the "Director's Fee"). The Director's Fee is
adjusted upwards or downwards on an annual basis in an amount equal to the
percentage change in the market price of the Company's Common Stock as compared
to the market price of the Common Stock for the previous fiscal year. In
addition to the Director's Fee, all directors receive reimbursement for travel
and other related expenses incurred in attending Board meetings and committee
meetings.

Report of the Audit Committee

In accordance with its written charter adopted by the Board of
Directors, the Audit Committee assists the Board in fulfilling its
responsibility for oversight of the quality and integrity of the accounting,
auditing and financial reporting practices of the Company. Each of the members
of the Audit Committee is independent as defined by Rule 4200(a)(14) of the
National Association of Securities Dealers, Inc.'s listing standards.

In discharging its oversight responsibility as to the audit process,
the Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Company that
might bear on the auditors' independence consistent with Independence Standards
Board Standard No. 1, "Independence Discussions with Audit Committees,"
discussed with the auditors any relationships that may impact their objectivity
and independence and satisfied itself as to the auditors' independence. The
Audit Committee also discussed with management and the independent auditors the
quality and adequacy of the Company's internal controls, organization,
responsibilities, budget and staffing.

The Audit Committee discussed and reviewed with the independent
auditors all communications required by generally accepted auditing standards,
including those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees," and, with and without management present,
discussed and reviewed the results of the independent auditors' examination of
the financial statements.

The Audit Committee reviewed the audited financial statements of the
Company as of and for the year ended December 31, 2000, with management and the
independent auditors. Management has the responsibility for the preparation of
the Company's financial statements and the independent auditors have the
responsibility for the examination of those statements.

Based on the above-mentioned review and discussions with management
and the independent auditors, the Audit Committee recommended to the Board of
Directors that the Company's audited financial statements be included in its
Annual Report on Form 10-KSB for the year ended December 31, 2000, for filing
with the Securities and Exchange Commission. The Audit Committee also
recommended the reappointment, subject to shareholder approval, of the
independent auditors and the Board of Directors concurred in such
recommendation.

Samuel P. Sears, Jr., Audit Committee Chairman
Everett G. Allen, Jr., Audit Committee Member
Raymond Harold Cypess, Audit Committee Member


Principal Accounting Firm Fees

The following table sets forth the aggregate fees billed to the Company
for the fiscal year ended December 31, 2000 by the Company's principal
accounting firm, McGladrey & Pullen, LLP:

Audit Fees.......................... $ 34,400
--------
Financial Information Systems Design and
Implementation Fees................. $ -
---------

All Other Fees...................... $ 24,402
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$ 58,802
---------

- ---------------
(a) Includes fees for tax return preparation, post audit and due deligence
procedures related to registration statements, services in connection
with a proposed acquisition and consultation on various accounting
matters.
(b) The Audit Committee has considered whether the provision of these
services is compatible with maintaining the principal accountant's
independence.

PROPOSAL 2: SELECTION OF AUDITORS

Upon the recommendation of the Audit Committee, the Board of Directors
of the Company has appointed, subject to the approval of the shareholders, the
firm McGladrey & Pullen, LLP as independent public accountants to audit the
Company's financial statements for the fiscal year ended December 31, 2001. If
the appointment of McGladrey & Pullen, LLP is not approved by the shareholders,
the matter will be referred to the Audit Committee for further review.

The Company appointed McGladrey & Pullen, LLP to serve as the Company's
independent public accountants on February 23, 1998. It is anticipated that
representatives of McGladrey & Pullen, LLP will attend the Annual Meeting and
will have an opportunity to make a statement, if they determine to do so, and
will be available to respond to appropriate questions at that time.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE SELECTION OF MCGLADREY & PULLEN, LLP AS THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS TO AUDIT THE
COMPANY'S FINANCIAL STATEMENTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2001.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The following table sets forth certain information regarding beneficial
ownership as of the Record Date (unless otherwise indicated) by (i) each
director and nominee for director, (ii) each person known by the Company to be
the beneficial owner of more than 5% of the Common Stock of the Company, (iii)
the Named Executive Officers (as defined herein), and (iv) all directors and
officers as a group. Except as otherwise indicated, the beneficial owners listed
below have sole voting and investment power with respect to all shares owned by
them, except to the extent such power is shared by a spouse under applicable
law.