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

On January 23, 2009, the Registrant accepted the resignation of Paul D'Sylva, Ph.D. as the Registrant's Chief Executive Officer. Dr. D'Sylva's resignation was based on personal factors and 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. Dr. D'Sylva will continue to serve the Registrant as a member of its Board of Directors. The Registrant has appointed Dr. Bill Guo, Chairman of the Board, to serve as the acting Chief Executive Officer until such time as a permanent appointment is made. In regard to Dr. D'Sylva's resignation, Dr. Guo stated "Dr. D'Sylva's vision and hard work have moved CBI towards achieving prominence as a true global force in the life sciences. For that, we are most appreciative and are very pleased that he has agreed to continue to support the company as a member of the Board of Directors."

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired.

Not Applicable.

(b) Pro forma financial information.

Not Applicable.

(c) Shell company transactions.

Not Applicable.

(d) Exhibits.

99.1 Letter of resignation of Paul D'Sylva, Ph.D., dated January 23, 2009.

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Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COMMONWEALTH BIOTECHNOLOGIES, INC.

By: /s/ Richard J. Freer, Ph.D. Richard J. Freer, Ph.D. Chief Operating Officer

Dated: January 28, 2009

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