Anthony W. Basch 804 / 771-5725 awbasch@kaufcan.com   804 / 771-5700 fax: 804 / 771-5777		Mailing Address: P.O. Box 27828 Richmond, VA 23261   Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219

February 29, 2008

By EDGAR and U.S. Mail

Mr. Jeffrey P. Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 6010

100 F Street, N.E.

Washington, D.C. 20549

File No: 333-148942

Dear Mr. Riedler:

On behalf of Commonwealth Biotechnologies, Inc. (the “Registrant”) and in response to the comments set forth in your letter dated February 7, 2008, we are writing to supply supplemental information and to indicate the changes that will be made in the first amendment to the captioned registration statement. Factual information provided herein has been provided to us by the Registrant. Capitalized terms used herein shall have the meanings ascribed to them in the first unless otherwise defined herein.

Per conversations with Commission staff, the Registrant provides these responses without filing the amendment at this time because it is in the process of obtaining audited financial statements for filing with the amendment. Notwithstanding the foregoing, the response references certain pages in the registration statement and includes discussion suggesting that the amendment has been filed. The page references refer to the pages in the initially filed Form SB-2 on which the new language will be placed or on which previously disclosed language is located. Language suggesting that the amendment has been filed should be read to refer to the Registrant’s intention to make the disclosures in question in the amended registration statement upon filing with the Commission.

Form SB-2

1. Please provide us, with a view toward disclosure in the prospectus, with the total dollar value of the securities underlying the convertible notes and convertible warrants that you have registered for resale (using the number of underlying

Disclosure Required by Internal Revenue Service Circular 230: This communication is not a tax opinion. To the extent it contains tax advice, it is not intended or written by the practitioner to be used, and it cannot be used by the taxpayer, for the purpose of avoiding tax penalties that may be imposed on the taxpayer by the Internal Revenue Service.

www.kaufmanandcanoles.com

Mr. Jeffrey P. Riedler

February 29, 2008

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securities that you have registered for resale and the market price per share for those securities on the date of the sale of the convertible notes and convertible warrants).

The Registrant has revised the Prospectus Summary on page 4 to provide the disclosure requested by this comment. The Registrant has registered for resale an aggregate of 2,388,750 Shares, without par value per Share, underlying the Convertible Notes, Class A Warrants and Class B Warrants. The market value of the Registrant’s common stock on December 31, 2007, the date of the closing of the private placement, was $2.48 per Share (the average of the low price of $2.41 and the high price of $2.55). As a result, the aggregate dollar value of the Registered Number (as defined below) of Shares underlying the Convertible Notes and Warrants on that date was $5,924,100.

For the sake of clarity, this response uses the terms “Initial Number”, “Registered Number” and “Maximum Number” to refer to three different numbers of Shares underlying the Convertible Notes.

The “Initial Number” of Shares underlying the Convertible Notes is 975,000. In the event the Registrant does not take any action that results in the issuance of more Shares under the Convertible Notes, the Initial Number will be the number of Shares the Selling Shareholders are entitled to receive upon conversion of the Convertible Notes. The sum of the Initial Number of Shares underlying the Convertible Notes and the registered number of Shares underlying the Class A and Class B Warrants is 2,193,750.

The “Registered Number” of Shares underlying the Convertible Notes is 1,170,000. The Registered Number represents 120% of the Initial Number of Shares. The Registrant is contractually obligated to register the Registered Number of Shares for the Convertible Notes. By contrast, the Registrant is only obligated to register 100% of the number of Shares underlying the Class A and Class B Warrants. The sum of the Registered Number of Shares underlying the Convertible Notes and the registered number of Shares underlying the Class A and Class B Warrants is 2,388,750.

The “Maximum Number” of Shares underlying the Convertible Notes is 1,104,108. Notwithstanding the fact that the Registrant is contractually obligated to register the Registered Number of Shares for the Convertible Notes, the Registrant is also contractually prohibited from taking any action that would require shareholder approval under applicable NASDAQ requirements, such as the issuance of 20% or more of its Shares at less than market value. The Maximum Number is one Share less than 20% of the number of Shares outstanding immediately prior to the private placement. The sum of the Maximum Number of Shares underlying the Convertible Notes and the registered number of Shares underlying the Class A and Class B Warrants is 2,322,858. While this sum is greater than 20% of the number of Shares outstanding prior to the private placement, (i) the exercise prices of the Warrants were above the Shares’ market value on December 31, 2007 and (ii)

Mr. Jeffrey P. Riedler

February 29, 2008

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the Warrants cannot be exercised until six months after December 31, 2007. Accordingly, the Shares underlying the Warrants do not count as part of the 20% for NASDAQ purposes.

If the Registrant does not trigger any anti-dilution protections, then the aggregate dollar value of the Initial Number of Shares underlying the Convertible Notes and Warrants would be $5,440,500. Even if the Registrant’s actions triggered anti-dilution protections, the aggregate dollar value of the Maximum Number of Shares underlying of Convertible Notes and Warrants would be $5,760,687.84.

2. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure of the dollar amount of each payment (including the value of any payments to be made in common stock) in connection with the transaction that you have made or may be required to make to any selling shareholder, any affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (including any interest payments, liquidated damages, payments made to “finders” or “placement agents,” and any other payments or potential payments). Please provide footnote disclosure of the terms of each such payment. Please do not include any shares to be issued upon the conversion of the convertible notes and convertible warrants in this disclosure.

Further, please provide us, with a view toward disclosure in the prospectus, with disclosure of the net proceeds to the issuer from the sale of the convertible notes and convertible warrants and the total possible payments to all selling shareholders and any of their affiliates in the first year following the sale of convertible notes and convertible warrants.

Mr. Jeffrey P. Riedler

February 29, 2008

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The Registrant may be required to make the following payments in connection with the private placement. The Registrant has included this information in a table on page 31 of the prospectus.

Mr. Jeffrey P. Riedler

February 29, 2008

Page 5

Further, as requested, the Registrant provides the following tabular disclosure of the proceeds from the private placement, net of required payments in the first year after the private placement. The following table does not include any penalties or payments that would be required in the event of a breach or amounts that depend on unknown variables such as the amount of time spent by the Collateral Agent as described in the previous table. The table includes fees payable to the Selling Shareholders’ counsel and due diligence fees paid to a designee of the Selling Shareholders, as such fees would otherwise be the responsibility of the respective Selling Shareholders, notwithstanding the fact that neither the counsel nor the due diligence entity is an affiliate of any of the Selling Shareholders. Further, the table assumes no early conversion of the Convertible Notes and does not include any costs associated with the registration of the Shares. Finally, the table does not include any placement agent fees, as the placement agent is not an affiliate of the Selling Shareholders. The following table is included at page 31 of the prospectus.

3. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure of:

Mr. Jeffrey P. Riedler

February 29, 2008

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If there are provisions in the convertible note or convertible warrant that could result in a change in the price per share upon the occurrence of certain events, please provide additional tabular disclosure as appropriate. For example, if the conversion price per share is fixed unless and until the market price falls below a stated price, at which point the conversion price per share drops to a lower price, please provide additional disclosure.

The Registrant has calculated the amounts requested by the Commission and provides them in the following table, which is now included at page 43 of the amended prospectus. As noted in the table below, only the Convertible Notes were sold at a discount to the market value on the date of closing of the private placement. The Class A Warrants are exercisable at $2.85 per Share, a 15% premium to the closing price of the Registrant’s Shares on December 31, 2007. The Class B Warrants are exercisable at $5.00 per Share, which represented approximately twice the market price of the Registrant’s Shares on December 31, 2007.

Mr. Jeffrey P. Riedler

February 29, 2008

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If all of the Shares underlying the Convertible Notes, Class A Warrants and Class B Warrants were sold at their respective strike or conversion prices, the aggregate sale price of such underlying Shares would be greater than the market price of such Shares on December 31, 2007, regardless of whether the Initial Number, Registered Number or Maximum Number of Shares underlying the Convertible Notes is used.

Mr. Jeffrey P. Riedler

February 29, 2008

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4. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure of:

Mr. Jeffrey P. Riedler

February 29, 2008

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The Registrant acknowledges this comment but has not changed its disclosure in the prospectus because, as stated on page 42 of the prospectus, neither the Registrant nor any of its predecessors had any transactions with the Selling Shareholders, any of their affiliates or any person with whom any Selling Shareholder has a contractual relationship prior to the private placement. As a result, the Registrant has not issued any securities to the Selling Shareholders other than as described above in response to comment 3.

5. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure of:

Further, please provide us, with a view toward disclosure in the prospectus, with disclosure—as a percentage—of the total amount of all possible payments as disclosed in response to comment 2 and the total possible discount to the market price of the shares underlying the convertible notes and convertible warrants as disclosed in response to comment 3 divided by the net proceeds to the issuer from the sale of the convertible notes and convertible warrants.

Mr. Jeffrey P. Riedler

February 29, 2008

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The Registrant provides the following tables, the information from which is included at pages 31 of the prospectus.

Because the aggregate of the conversion price of the Convertible Notes and the exercise prices of the Class A and Class B Warrants is at a premium to the market price (and thus a negative discount/profit for the Selling Shareholders) as of December 31, 2007, the Registrant has not disclosed this amount in the prospectus, but provides it in tabular format as requested.

6. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure of all prior securities transactions between the issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecessors of those persons), with the table including the following information disclosed separately for each transaction:

Mr. Jeffrey P. Riedler

February 29, 2008

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The Registrant acknowledges this comment but has not changed its disclosure in the prospectus because, as stated on page 42 of the prospectus, neither the Registrant nor any of its predecessors had any transactions with the Selling Shareholders, any of their affiliates or any person with whom any Selling Shareholder has a contractual relationship prior to the private placement.

7. Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure comparing:

Mr. Jeffrey P. Riedler

February 29, 2008

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In this analysis, the calculation of the number of outstanding shares should not include any securities underlying any outstanding convertible securities, options, or warrants.

The Registrant has previously disclosed all of the requested information on page 29 of the prospectus. As noted above and on page 42 of the prospectus, the Registrant has not entered into any prior transactions with the Selling Shareholders. Therefore, the Registrant has never previously registered any Shares for resale for the Selling Shareholders. Accordingly, the Registrant has not updated its disclosure in the prospectus but provides the tabular disclosure requested.

8. Please provide us, with a view toward disclosure in the prospectus, with the following information:

Mr. Jeffrey P. Riedler

February 29, 2008

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The Registrant has the intention, and a reasonable basis to believe that it will have the financial ability, to make all payments and dividends on the overlying securities. This belief is based on (i) the Registrant’s cash on hand and (ii) money held in escrow to ensure the Registrant’s ability to make such payments. The Registrant has disclosed this information on page 30 of the prospectus.

Based on information obtained from the Selling Shareholders, none of the Selling Shareholders held a short position in the Registrant’s common stock as of the time of the private placement. The Registrant has previously disclosed this information on pages 42 and 43 of the prospectus.

9. Please provide us, with a view toward disclosure in the prospectus, with:

Mr. Jeffrey P. Riedler

February 29, 2008

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If it is your view that such a description of the relationships and arrangements between and among those parties already is presented in the prospectus and that all agreements between and/or among those parties are included as exhibits to the registration statement, please provide us with confirmation of your view in this regard.

As stated above in response to comments 4, 6 and 7, neither the Registrant nor any of its predecessors had any transactions with the Selling Shareholders, any of their affiliates or any person with whom any Selling Shareholder has a contractual relationship prior to the private placement. Accordingly, the Registrant confirms that a description of the relationships and arrangements between and among the Registrant and the Selling Shareholders is already presented in the prospectus and that all agreements have already been included as exhibits to the registrations statement.

10. Please provide us, with a view toward disclosure in the prospectus, with a description of the method by which the company determined the number of shares it seeks to register in connection with this registration statement. In this regard, please ensure that the number of shares registered in the fee table is consistent with the shares listed in the “Selling Shareholder” section of the prospectus.

The Registrant has revised pages 4 and 29 of the prospectus to provide additional disclosure of the calculation of the number of Shares it has registered. For purposes of registration, the number of Shares underlying the Convertible Notes, Class A Warrants and Class B Warrants have been calculated as follows:

Convertible Notes:

Mr. Jeffrey P. Riedler

February 29, 2008

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Class A Warrants:

Class B Warrants:

Total Number of Shares

11. With respect to the shares to be offered for resale by each selling security holder that is a legal entity, please disclose the natural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares to be offered by that shareholder.

The Registrant acknowledges the comment and has amended the Registration Statement to include the following disclosure of the natural person(s) who exercise sole or shared voting and/or dispositive powers on page 43 of the prospectus. Each of the individuals named disclaims beneficial ownership over the Shares held by the respective Selling Shareholder. Each Selling Shareholder acquired the Shares offered for its own account in the ordinary course of business, and at the time it acquired the Shares, it had no agreements, plans or understandings, directly or indirectly to distribute the Shares.

Mr. Jeffrey P. Riedler

February 29, 2008

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12. We note that you are registering the sale of 2,388,750 shares. Given the size relative to the number of shares outstanding held by non-affiliates, the nature of the offering and the selling security holders, the transaction appears to be a primary offering. Because you are not eligible to conduct a primary offering on Form S-3 you are not eligible to conduct a primary at-the-market offering under Rule 415(a)(4).

If you disagree with our analysis, please advise the staff of the company’s basis for determining that the transaction is appropriately characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i). In your analysis, please address the following among any other relevant factors:

Mr. Jeffrey P. Riedler

February 29, 2008

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The Registrant believes that this transaction is a secondary offering and not a primary offering for the following reasons:

Mr. Jeffrey P. Riedler

February 29, 2008

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Mr. Jeffrey P. Riedler

February 29, 2008

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13. Please file any amendments to your registration statement on Form S-l, or whatever other form you are eligible to use for this type of offering. We note that Form SB-2 was rescinded on February 4, 2008, but that you may continue to use the disclosure format and content based on the “SB” form until six months after the effective date. See Release No. 33-8876 (Dec. 19, 2007) [73 FR 934].

The Registrant acknowledges the comment and will file the first amendment on Form S-1.

The Registrant is eager to complete the registration process and will file the first amendment to its registration statement on Form S-1 as soon as new financials are available. Thank you in advance for your assistance in reviewing this response. Should you have any questions with respect to the above responses, please contact me.

Paul D’Sylva, Ph.D.

Richard J. Freer, Ph.D.

Bradley A. Haneberg, Esq.