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

On March 31, 2009, the Registrant accepted the resignation of Daniel O. Hayden as a member of the Board of Directors of the Registrant. Mr. Hayden'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 Mr. Hayden's resignation, Richard J. Freer, Ph.D., Chief Operating Officer of the Registrant, stated "On behalf of the Board of Directors and our shareholders, management, and staff, I thank Mr. Hayden for his insights and hard work on behalf of Commonwealth Biotechnologies, Inc. and wish him the best in his future endeavors."

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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: April 3, 2009