Form: 10KSB

Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]

March 31, 1999

EXHIBIT 23.1

Published on March 31, 1999



Exhibit 23.2

Consent of Independent Auditor

The Board of Directors
Commonwealth Biotechnologies, Inc.

We consent to the incorporation by reference, in the Registration Statement on
Form S-8 of Commonwealth Biotechnologies, Inc. filed on May 6, 1998, of our
report, dated February 9, 1998, on the balance sheets of Commonwealth
Biotechnologies, Inc. as of December 31, 1997 and 1996, and the related
statements of operations, stockholders' equity, and cash flows for the years
then ended, which report is incorporated by reference from the 1997 Annual
Report on Form 10-KSB of Commonwealth Biotechnologies, Inc. We also consent to
the reference of this firm under the caption of "Experts" in such Registration
Statement.

/s/ Goodman & Company, L.L.P.

Richmond, Virginia
March 26, 1999