ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

On February 18, 2009, the Registrant engaged Witt Mares, PLC ("Witt Mares") as its principal accountant to audit the Registrant's financial statements. Prior to the engagement of Witt Mares, the Registrant did not consult with such firm regarding the application of accounting principles to any specific completed or proposed transaction nor did the Registrant consult with such firm regarding the type of audit opinion that might be rendered on the Registrant's financial statements, and Witt Mares did not provide any written or oral advice or opinion regarding any such accounting, auditing or financial reporting issue. The Registrant also did not consult with Witt Mares regarding any matter that was either the subject of a disagreement or a reportable event as described in paragraph (a)(1)(iv) of Item 304 of Regulation S-K.

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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/ James H. Brennan James H. Brennan Vice President Financial Operations (Principal Accounting Officer)

Dated: February 24, 2009