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

October 15, 2009, the Registrant received a letter of resignation from its Chief Financial Officer, James H. Brennan. Mr. Brennan's last day of service will be November 30, 2009. The Registrant thanks Mr. Brennan for his many years of exemplary service.

Chief Operating Officer, Richard J. Freer, Ph.D. noted, "On behalf of the management and Board of Directors, I would like to thank Jim for his extraordinary dedication, hard work, patience during a very trying time at CBI. Without his efforts and skills, CBI would be in quite a different place than it is today. Thanks is, quite frankly, insufficient to describe our appreciation."

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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: October 21, 2009