ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 21, 2009, the Registrant accepted the resignation of Donald A. McAfee, Ph.D. as a member of the Board of Directors of the Registrant. Dr. McAfee's resignation did not result from a disagreement with the Registrant, as such term is defined in 17 CFR 240.3b-7, relating to the Registrant's operations, policies or practices. In regard to Dr. McAfee's resignation, Richard J. Freer, Ph.D., Chief Operating Officer, stated "On behalf of the Board of Directors and our shareholders, management, and staff, I thank Dr. McAfee for his insights and hard work on behalf of Commonwealth Biotechnologies, Inc. and wish him the best in his future endeavors."

On January 23, 2009, the Registrant appointed Mr. Eric Tao, Director and Chief Investment Officer of AGI Capital Group, Inc., to the Registrant's Board of Directors.

Mr. Tao graduated from Pomona College in 1989 and the University of California Hastings College of Law in 1995. In addition to his position with AGI Capital Group, Inc., Mr. Tao also serves as a member of the Board of Directors of Avant Housing, Hukilau, LLC, the Hawaii Chamber of Commerce of Northern California and the San Francisco YB Community Benefit District.

There is no arrangement or understanding between Mr. Tao and any other person, pursuant to which Mr. Tao was selected as a director.

Mr. Tao will serve on committees of the Board of Directors, however, those committee assignments have yet to be determined.

The Registrant has not participated nor has it proposed participation in any transactions involving an amount in excess of $120,000, and in which Mr. Tao had or will have a direct or indirect material interest.

There is no material plan, contract, arrangement, grant or award to which Mr. Tao is a party or in which he participates or any material amendment in connection with his appointment.

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