DEFR14A: Definitive revised proxy soliciting materials

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.
(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:








[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 April 15, 1999, 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, Ph.D.



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
APRIL 15, 1999


Notice is hereby given that the Annual Meeting of Shareholders (the
"Annual Meeting") of Commonwealth Biotechnologies, Inc. (the "Company") will be
held on April 15, 1999, at 11:00 a.m. at 601 Biotech Drive, Richmond, Virginia,
for the following purposes:

(1) To elect two nominees as Class II Directors of the Company;

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

(3) To ratify the appointment of McGladrey & Pullen, LLP as
independent public accountants to audit the financial
statements of the Company for the year ended December 31,
1999; and

(4) 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 1, 1999
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
March 15, 1999






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



PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 15, 1999


This Proxy Statement is furnished to the holders of common stock, no
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
April 15, 1999, 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 March 15, 1999.

Only the holders of Common Stock of record at the close of business
on March 1, 1999 (the "Record Date") will be entitled to vote at the Annual
Meeting. On such date, 1,638,464 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 two individuals
named below under the caption "Class II Nominees" for election as directors to
serve until the annual meeting of shareholders in 2002 or until their successors
have been elected and qualified. All of the Class II Nominees are currently
serving on the Board of Directors of the Company with terms expiring at this
Annual Meeting. In September, 1998, 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 2001 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 has
been established at six 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 II Nominees:

ROBERT B. HARRIS, PH.D. - President, Director and Founder
Age -- 46
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 Virginia Commonwealth
University ("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.

PETER C. EINSELEN - Director
Age -- 59
Director since 1997

Mr. Einselen became a director of the Company in 1997. Mr. Einselen
has served as Senior Vice President of Anderson & Strudwick Incorporated, a
brokerage firm ("A&S") since 1990. From 1983 to 1990, Mr. Einselen was employed
by Scott & Stringfellow, Incorporated, a brokerage firm in Richmond, Virginia.
Mr. Einselen serves on the Board of Directors of Autoinfo, Inc., a consumer
finance Company.

Class III Nominee:

GEORGE F. ALLEN - Director
Age -- 47
Director since 1998

The Board of Directors appointed Mr. Allen to the Board of Directors
in September 1998. Mr. Allen is a Partner in the law firm of McGuire, Woods,
Battle and Booth, L.L.P., in Richmond, Virginia. From 1994 until 1998, Mr. Allen
served as the 67th Governor of the Commonwealth of Virginia. He served as a
member of the U.S. House of Representatives in 1991, and served as a member of
the Virginia House of Delegates from 1983 until 1991. Mr. Allen also serves as a
director of Xybernaut Corporation, a firm specializing in the development of
mobile computer systems and related software.

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 I Directors Serving Until the 2001 Annual Meeting:

THOMAS R. REYNOLDS - Senior Vice President, Secretary, Director and Founder
Age -- 36
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 VCU.
Mr. Reynolds received a bachelor's degree in Biology from the Pennsylvania State
University.

CHARLES A. MILLS, III - Director
Age -- 52
Director since 1997

Mr. Mills became a director of the Company in June 1997. Mr. Mills
has been employed by A&S as a Senior Vice President since 1986. He served as
Chairman of the Board of A&S from 1990 to 1992 and from 1994 to the present. He
serves as a director of Humphrey Hospitality Trust, Inc., a real estate
investment trust and Autoinfo, Inc., a consumer finance company.

Class III Directors Serving Until the 2000 Annual Meeting:

RICHARD J. FREER, PH.D. - Chairman of the Board, Director and Founder
Age -- 56
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.

Information Regarding the Board Of Directors

The Board of Directors held four meetings during 1998, 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 and a Nominating Committee. The Audit
Committee and the Compensation Committee are comprised of Mr. Mills and Mr.
Einselen. The Nominating Committee is comprised of Dr. Harris and Mr. Mills.
During 1998, the Audit Committee met five times, and the Compensation Committee
met four times. The Nominating Committee met once in 1998. The Audit Committee
recommends the annual appointment of 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 Compensation Committee administers the Company's 1997 Stock
Incentive Plan (the "Incentive Plan") 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 Plan. 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.


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.

In voting by proxy for the election of the two nominees as Class II
Directors and the one nominee to a 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 II AND CLASS
III NOMINEES TO THE BOARD OF DIRECTORS.



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, 1999. 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.

Goodman & Company, L.L.P. ("Goodman") served as the Company's
independent public accountants for the fiscal years ended December 31, 1995,
December 31, 1996 and December 31, 1997. For various business reasons, the Audit
Committee recommended the dismissal of Goodman to the Company's Board of
Directors, and on February 23, 1998, the Board officially terminated its
business relationship with Goodman. Goodman's reports on the Company's financial
statements for each of the last two fiscal years did not contain an adverse
opinion or disclaimer of opinion. Similarly, Goodman did not modify either such
report as to uncertainty, audit scope or accounting principles. There were no
disagreements between the Company and Goodman regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

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 ENDED DECEMBER 31, 1999.







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 executive officers of the Company named in the Summary Compensation
Table 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.