As filed with the Securities and Exchange Commission on May 6, 1998

                                                      Registration No. 333-____

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                       COMMONWEALTH BIOTECHNOLOGIES, INC.
               (Exact name of issuer as specified in its charter)

      Virginia                                                 56-1641133
(State or other jurisdiction of                             (I.R.S. Employer
incorporation of organization)                              Identification No.)

                       911 East Leigh Street, Suite G-19
                            Richmond, Virginia 23219
                    (Address of Principal Executive Offices)
                                   (ZIP Code)

          COMMONWEALTH BIOTECHNOLOGIES, INC. 1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

<TABLE>
<CAPTION>
<S> <C>
             Richard J. Freer, Ph.D., Chairman                          With copies to:
            Commonwealth Biotechnologies, Inc.
             911 East Leigh Street, Suite G-19                     J. Benjamin English, Esq.
                 Richmond, Virginia 23219                   LeClair Ryan, A Professional Corporation
          (Name and address of agent for service)               707 East Main Street, 11th Floor
                                                                    Richmond, Virginia 23219

                      (804) 648-3820                                     (804) 783-2003
   (Telephone number, including area code, of agent for
                         service)

</TABLE>

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE

------------------------- ------------------------ --------------------------- ----------------------------- -------------------
 Title of Securities to        Amount to be        Proposed Maximum Offering    Proposed Maximum Aggregate       Amount of
     be Registered            Registered (1)            Price Per Share               Offering Price          Registration Fee

------------------------- ------------------------ --------------------------- ----------------------------- -------------------

<S> <C>

Common Stock                    107,400 (2)                 $ 6.00                       $644,400                    --
------------------------- ------------------------ --------------------------- ----------------------------- -------------------
Common Stock                     11,450 (3)                 $ 8.25                       $ 94,463                    --
------------------------- ------------------------ --------------------------- ----------------------------- -------------------
Common Stock                        700 (4)                 $ 9.25                       $  6,475                    --
------------------------- ------------------------ --------------------------- ----------------------------- -------------------
Common Stock                    200,000 (5)                 $ 9.90                      $1,980,000                   --
------------------------- ------------------------ --------------------------- ----------------------------- -------------------
Common Stock                     90,450 (6)                 $10.50 (7)                   $949,725                    --
------------------------- ------------------------ --------------------------- ----------------------------- -------------------
Total                           410,000                        --                       $3,675,063                 $1,085
------------------------- ------------------------ --------------------------- ----------------------------- -------------------

</TABLE>

(1)      This Registration Statement also relates to such indeterminate number
         of additional shares of Common Stock of the Registrant as may be
         issuable as a result of a stock dividend, stock split, split-up,
         recapitalization or similar event.
(2)      Represents shares of Common Stock reserved for issuance at $6.00 per
         share upon the exercise of outstanding options granted under the 1997
         Stock Incentive Plan (the "Incentive Plan").
(3)      Represents shares of Common Stock reserved for issuance at $8.25 per
         share upon the exercise of outstanding options granted under the
         Incentive Plan.
(4)      Represents shares of Common Stock reserved for issuance at $9.25 per
         share upon the exercise of outstanding options granted under the
         Incentive Plan.
(5)      Represents shares of Common Stock reserved for issuance at $9.90 per
         share upon the exercise of outstanding options granted under the
         Incentive Plan.
(6)      Represents shares of Common Stock reserved for issuance upon the
         exercise of future grants of stock options pursuant to the Incentive
         Plan.
(7)      Estimated pursuant to Rule 457, solely for the purposes of calculating
         the registration fee, on the basis of the average high and low prices
         of the Company's Common Stock, without par value, as reported on the
         Nasdaq SmallCap Market on May 5, 1998.


<PAGE>



Prospectus

                                 410,000 SHARES

                       COMMONWEALTH BIOTECHNOLOGIES, INC.

                                  COMMON STOCK

         This Prospectus may be used by certain persons (the "Selling
Shareholders") who may be deemed to be affiliates of Commonwealth
Biotechnologies, Inc., a Virginia corporation (the "Company"), to sell shares of
common stock, without par value per share ("Common Stock"), of the Company,
which may be acquired by such persons pursuant to the exercise of all or any
portion of certain stock options granted to such persons by the Company pursuant
to the Company's 1997 Stock Incentive Plan.

         The Common Stock is traded on the Nasdaq SmallCap Market under the
symbol "CBTE." It is anticipated that the Selling Shareholders will offer shares
for sale at prevailing prices on the Nasdaq SmallCap Market on the date of sale.
All proceeds from any sales of such shares of Common Stock will inure to the
benefit of the Selling Shareholders. The Company will receive none of the
proceeds from the sale of the shares which may be offered hereby, but may
receive funds upon the exercise of the options pursuant to which the Selling
Shareholders will acquire the shares covered by this Prospectus, which funds, if
any, will be used for working capital. All expenses of registration incurred in
connection herewith are being borne by the Company, but all selling and other
expenses incurred by the individual Selling Shareholders will be borne by such
Selling Shareholders.

         No underwriting is being utilized in connection with this registration
of Common Stock and, accordingly, the shares of Common Stock are being offered
without underwriting discounts. The expenses of this registration will be paid
by the Company. Normal brokerage commissions, discounts and fees will be payable
by the Selling Shareholders. The Selling Shareholders and any broker-dealer
executing selling orders on behalf of the Selling Shareholders may be deemed to
be an "underwriter" within the meaning of Section 2(11) of the Securities Act of
1933, as amended (the "Securities Act.")

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                     PROSPECTUS. ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.

         No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation should not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any security in any jurisdiction in which,
or to any person to whom, such offer or solicitation would be unlawful. Neither
the delivery of this Prospectus nor any distribution of the securities made
under this Prospectus shall under any circumstances create any implication that
there has been no change in the affairs of the Company or in any other
information contained herein since the date of this Prospectus.

                                 May 6, 1998


<PAGE>



                               TABLE OF CONTENTS

                                                                       Page
                                                                       ----

Available Information                                                    3
Incorporation of Certain Documents by Reference                          4
The Company                                                              5
Use of Proceeds                                                          5
Selling Shareholders                                                     6
Plan of Distribution                                                     7
Legal Matters                                                            7
Experts                                                                  7
Certain Forward-Looking Statements                                       8

                                       2

<PAGE>



                             AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). The Company has furnished and
intends to furnish reports to its shareholders, which will include financial
statements audited by its independent certified public accountants, and such
other reports as it may determine to furnish or as required by law, including
Sections 13(a) and 15(d) of the Exchange Act. Proxy statements, reports and
other information concerning the Company can be inspected at the Commission's
office at 450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional
offices located in the Northwestern Atrium Center, Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such materials can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains an Internet Web site that
contains reports, proxy statements and other information regarding registrants
that file electronically, and the address of such site is http://www.sec.gov.
The Company's Common Stock is listed on the Nasdaq SmallCap Market. Proxy
statements, reports and other information concerning the Company can be
inspected and copies at the offices of the Nasdaq Stock Market, Inc. located at
1735 K Street, N.W., Washington, D.C. 20006.

         The Company has filed a registration statement (the "Registration
Statement") on Form S-8 with respect to the Common Stock offered hereby with the
Commission under the Securities Act. This Prospectus, which constitutes a part
of the Registration Statement, does not contain all of the information set forth
in the Registration Statement, certain items of which are contained in the
exhibits to the Registration Statement as permitted by the rules and regulations
of the Commission. Statements contained in this Prospectus as to the contents of
any agreement, instrument or other document referred to are not necessarily
complete. With respect to each such agreement, instrument or other document
filed as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.

                                       3

<PAGE>



                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by the Company are
incorporated herein by reference as of the dates thereof: (1) the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997; and
(2) the description of the Common Stock contained in Item 1 of the Company's
Registration Statement on Form 8-A filed with the Commission on October 7, 1997
(File No. 001-13467).

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in this Prospectus or
in a document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

         The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be deemed to be incorporated by reference herein (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
in such documents). Requests for such copies should be directed to Gregory A.
Buck, Ph.D., Secretary, Commonwealth Biotechnologies, Inc., 911 East Leigh
Street, Suite G-19, Richmond, Virginia 23219.

                                       4

<PAGE>


                                  THE COMPANY

         The Company was founded in 1992 by four experienced research scientists
to provide sophisticated research and development support services on a contract
basis to the biotechnology industry. The Company's customers consist of private
companies, academic institutions and government agencies all of which use
biological processes to develop products for health care, agricultural and other
purposes. The Company's revenues are derived principally from providing
macromolecular synthetic and analytical services (protein/peptide, and DNA/RNA
chemistries) to researchers in the biotechnology industry or who are engaged in
life sciences research in government or academic labs.

         The Company provides these services to customers on a contract basis
and derives its revenues from these services, and not from sales of commercial
products resulting from the research. This arrangement distinguishes the Company
from many other biotechnology companies in that the Company's revenues are not
directly dependent on successfully commercializing a new biotechnology product.
The Company has developed a strong reputation as a leading provider of
biotechnology research and development analytical services. The Company is
focusing its expansion efforts on the maintenance and expansion of long-term
relationships with customers in the biotechnology industry and in establishing
new customer relationships. The Company has implemented new technologies to
provide new services to its customers, and is continuing to develop new products
and services to meet the changing needs of its customers.

         In general, the Company serves two types of customers: those who
require a discrete set of services ("short-term projects"), and those who
contract with the Company on an extended basis for performance of a variety of
integrated services ("long-term projects"). More often than not, short-term and
long-term project customers sent the Company repeat business.

         The Company also derives a portion of its revenues from research grants
funded by various federal government agencies. These research grants support the
bulk of the Company's research efforts on its own proprietary technologies. The
Company is developing its own technologies in the areas of anti-coagulation,
cell targeting and genomic sequence analysis.

         The executive offices of the Company are located at 911 East Leigh
Street, Suite G-19, Richmond, Virginia 23219, and its telephone number is (804)
648-3820.

                                USE OF PROCEEDS

         All of the shares of Common Stock are being offered by the Selling
Shareholders. The Company will not receive any proceeds from the sale of the
shares of Common Stock by any of the Selling Shareholders.

                                       5

<PAGE>

                              SELLING SHAREHOLDERS

The shares of Common Stock covered by this Prospectus are being registered for
reoffers and resales by Selling Shareholders of the Company who may acquire such
shares pursuant to the exercise of options granted or to be granted under the
Incentive Plan. The Selling Shareholders named below may resell all, or a
portion, or none of the shares that they acquire or may acquire pursuant to the
exercise of options granted or to be granted under the Incentive Plan.

         Key individuals deemed to be "affiliates" of the Company who acquire
registered Common Stock under the Incentive Plan may be added to the Selling
Shareholders listed below from time to time, either by means of a post-effective
amendment hereto or by use of a prospectus filed pursuant to Rule 424 under the
Securities Act. An "affiliate" is defined in Rule 405 under the Securities Act
as a "person that directly, or indirectly through on or more intermediaries,
controls, or is controlled by, or is under common control with," the Company.

         The following table shows (i) the names of the Selling Shareholders;
(ii) the number of shares of Common Stock owned by each Selling Shareholder as
of May 6, 1998; (iii) the number of such shares of Common Stock covered by
this Prospectus; and (iv) the amount and the percentage of the Common Stock to
be owned by each Selling Shareholder after completion of this offering, assuming
the sale of all shares of Common Stock covered by this Prospectus:

<TABLE>
<CAPTION>


     Potential Selling          Shares Beneficially                          Amount and Percentage
        Shareholder                  Owned (1)          Shares Offered (2)    of Ownership After Offering (3)
        -----------                  ------             --------------        ---------------------------


<S> <C>

Richard J. Freer                     41,798 (4)               78,157                       25,132 / 2.6%
Robert B. Harris                     38,297 (5)               78,157                       21,631 / 2.3%
Gregory A. Buck                      43,359 (6)               79,557                        26,193/ 2.6%
Thomas R. Reynolds                   27,935 (7)               35,529                        11,269/ 1.7%
James H. Brennan                         --                    7,000                            0/ *

</TABLE>

----------------------
*     Indicates less than 1% ownership.

(1) Shares of Common Stock that a Selling Shareholder has a right to acquire
within 60 days after May 6, 1998 pursuant to the exercise of options,
warrants or other rights, including options granted under the Incentive Plan,
are deemed to be outstanding for the purpose of computing the number and
percentage of shares of Common Stock beneficially owned by such Selling
Shareholder, but are not deemed to be outstanding for computing the percentage
of ownership of any other Selling Shareholder.
(2) Includes the following number of shares of Common Stock issuable pursuant to
options granted under the Incentive Plan which are not exercisable within 60
days after May 6, 1998 and, accordingly, are not included in the first column
of this table: Richard J. Freer - 61,491 shares; Robert B. Harris - 61,491
shares; Gregory A. Buck - 62,891 shares (62,091 of which are owned by Dr. Buck
and 800 of which are owned by Dr. Buck's spouse); Thomas R. Reynolds - 18,863
shares; and James H. Brennan - 7,000 shares.
(3) Assumes that all shares covered by this Prospectus will be sold by the
Selling Shareholders and that no additional shares are purchased or sold by any
Selling Shareholder.
(4) Represents 25,132 shares of Common Stock and 16,666 shares of Common Stock
underlying options granted pursuant to the Incentive Plan that are exercisable
within 60 days after May 6, 1998.
(5) Represents 21,631 shares of Common Stock and 16,666 shares of Common Stock
underlying options granted pursuant to the Incentive Plan that are exercisable
within 60 days after May 6, 1998.
(6) Represents 26,193 shares of Common Stock owned by Dr. Buck, 16,666 shares of
Common Stock underlying options granted to Dr. Buck pursuant to the Incentive
Plan that are exercisable within 60 days after May 6, 1998, and 500 shares of
Common Stock underlying options granted to Dr. Buck's spouse pursuant to the
Incentive plan that are exercisable within 60 days after May 6, 1998.
(7) Represents 11,269 shares of Common Stock and 16,666 shares of Common Stock
underlying options granted pursuant to the Incentive Plan that are exercisable
within 60 days after May 6, 1998.

                                       6

<PAGE>



                              PLAN OF DISTRIBUTION

         The shares of Common Stock being offered by the Selling Shareholders
are offered for their own accounts. The Company will not receive any of the
proceeds from any eventual sales of such shares of Common Stock. The shares may
be offered by the Selling Shareholders from time to time in transactions through
the Nasdaq SmallCap Market, in negotiated transactions, through the writing of
options on the shares, or a combination of such methods of sale, at prices
related to prevailing market prices, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the shares for which broker-dealers may act as agent or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Shareholders and any broker-dealers that act in connection with the sale of the
shares offered hereby might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by them and
any profit on the resale of shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. Shares of
Common Stock covered by this Prospectus may also be sold pursuant to Rule 144
under the Securities Act rather than pursuant to this Prospectus.

         The Company currently does not satisfy the requirements of Form S-3
under the Securities Act. As a result, the number of shares of common Stock that
may be offered or sold pursuant hereto by each Selling Shareholder and any other
person with whom such Selling Shareholder is acting in concert for the purposes
of selling shares of Common Stock shall be limited to an amount, during any
three-month period, that does not exceed the amount specified in Rule 144(e)
promulgated under the Securities Act.

                                 LEGAL MATTERS

         Certain legal matters with respect to the validity of the shares of
Common Stock offered hereby have been passed upon by LeClair Ryan, A
Professional Corporation, Richmond, Virginia, counsel to the Company.

                                    EXPERTS

         The financial statements appearing in the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1997 have been audited by
Goodman & Company, L.L.P., independent certified public accountants, to the
extent and for the periods set forth in their report incorporated herein by
reference, and are incorporated herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.

                                       7

<PAGE>

                       CERTAIN FORWARD-LOOKING STATEMENTS

         This Prospectus (including the documents incorporated or deemed to be
incorporated by reference herein) contain certain forward-looking statements (as
such term is defined in the Private Securities Litigation Reform Act of 1995)
and information relating to the Company that are based on the beliefs of the
management of the Company as well as assumptions made by and information
currently available to the management of the Company. When used in this
Prospectus, the words "anticipate," "believe," "estimate," "expect," "intend,"
"plan" and similar expressions, as they relate to the Company or the management
of the Company, identify forward-looking statements. Such statements reflect the
current views of the Company with respect to future events, the outcome of which
is subject to certain risks, including among others general economic and market
conditions, the state of the federal, state and local regulatory environment,
lack of demand for the Company's services, the ability of the Company's
customers to perform services similar to those offered by the Company "in-house"
and potential cost containment by the Company's customers resulting in fewer
research and development projects. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results or outcomes may vary materially from those described herein as
anticipated, believed, estimated, expected, intended or planned.

                                       8

<PAGE>


          PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3            Incorporation of Documents by Reference

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by Commonwealth Biotechnologies, Inc., a Virginia
corporation (the "Company") are hereby incorporated in and made part of this
Registration Statement by reference: (1) the Company's Annual Report on Form
10-KSB, as filed with the Commission on March 31, 1998; and (2) the description
of the Company's securities appearing in the Company's Registration Statement on
Form 8-A, as filed with the Commission on October 7, 1997 (File No. 001-13467)
and all amendments and reports filed for the purpose of updating such
description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such reports and
documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4            Description of Securities

                  Not applicable.

Item 5            Interests of Named Experts and Counsel

                  Not applicable.

                                      II-1

<PAGE>



Item 6            Indemnification of Directors and Officers

         In accordance with Virginia law, Article VI of the Company's Articles
of Incorporation provides as follows:

         The Corporation shall indemnify (a) any person who was, is or may
become a party to any proceeding, including a proceeding brought by a
shareholder in the right of the Corporation or brought by or on behalf of the
shareholders of the Corporation, by reason of the fact that he is or was a
director or officer of the Corporation, or (b) any director or officer who is or
was serving at the request of the Corporation as a director, trustee, partner or
officer of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability incurred by him in
connection with such proceeding unless he engaged in willful misconduct or a
knowing violation of criminal law. A person is considered to be serving an
employee benefit plan at the Corporation's request if his duties to the
Corporation also impose duties on, or otherwise involve securities by, him to
the plan or to participants in or beneficiaries of the plan. The Board of
Directors is hereby empowered, by a majority vote of a quorum of disinterested
Directors, to enter into a contract to indemnify any Director or officer in
respect of any proceedings arising from any act or omission, whether occurring
before or after the execution of such contract.

Item 7            Exemption from Registration Claimed

         Restricted securities, if any, to be reoffered or resold pursuant to
this Registration Statement will be sold pursuant to prospectus included in this
Registration Statement or pursuant to Rule 144 under the Securities Act, and
were originally issued by the Company pursuant to an exemption under Section
4(2) of the Securities Act.

                                      II-2

<PAGE>



Item 8            Exhibits

         Exhibit Number                             Description of Exhibit
         --------------                             ----------------------

               4.1                 Articles of Incorporation of the Company (1)
               4.2                 Bylaws of the Company (1)
               4.3                 Form of Common Stock Certificate (1)
               5.1                 Opinion of LeClair Ryan, A Professional
                                   Corporation (2)
              23.1                 Consent of LeClair Ryan, A Professional
                                   Corporation (included in Exhibit 5.1)
              23.2                 Consent of Goodman & Company, L.L.C. (2)
              24.1                 Powers of Attorney (included in Part II of
                                   this Registration Statement)
              99.1                 Commonwealth Biotechnologies, Inc. 1997 Stock
                                   Incentive Plan (1)

-------------------
(1)      Incorporated by reference to the Company's Registration Statement on
         Form SB-2, Registration No. 333-31731.
(2)      Filed herewith.

         Item 9            Undertakings

         (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act.

                           (ii)     To reflect in the prospectus any facts or
                                    events which, individually or in the
                                    aggregate, represent a fundamental change in
                                    the information set forth in the
                                    registration statement.  Notwithstanding the
                                    foregoing, any increase or decrease in the
                                    volume of securities offered (if the total
                                    dollar value of securities offered would not
                                    exceed that which was registered) and any
                                    deviation from the low or the high end of
                                    the maximum offering range may be reflected
                                    in the form of prospectus filed with the
                                    Commission pursuant to Rule 462(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement;

                           (iii)    To include any additional or changed
                                    material information on the plan of
                                    distribution;

                                      II-

<PAGE>

                  Notwithstanding the foregoing, however, the undertakings
included in paragraphs (a)(1)(i) and (a)(1)(ii) of this Item do not apply if the
information required in a post-effective amendment is incorporated by reference
from periodic reports filed by the Company under the Exchange Act.

                  (2) That, for the purpose of determining any liability under
the Securities Act, treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at that
time to be the initial bona fide offering.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the end
of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Richmond, Commonwealth of Virginia on May 6, 1998.

                              COMMONWEALTH BIOTECHNOLOGIES, INC.

                                       By: /s/ Richard J. Freer, Ph.D.
                                           ---------------------------
                                             Richard J. Freer, Ph.D., Chairman

         Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Richard J. Freer, Ph.D. and Robert B.
Harris, Ph.D., and each of them, with full power to act without the other, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (until revoked by writing) to sign any and all amendments to this
Registration Statement (including post-effective amendments and amendments
thereto) and any registration statement relating to the same offering as this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing, ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

         Name                                        Title                           Date
         ----                                        -----                           ----

<S> <C>

/s/ Richard J. Freer, Ph.D.         Chairman of the Board                      May 6, 1998
---------------------------         (Principal Executive Officer)
Richard J. Freer, Ph.D.             and Director


/s/ Robert B. Harris, Ph.D.         President and Director                     May 6, 1998
---------------------------
Robert B. Harris, Ph.D.




<PAGE>



/s/ Gregory A. Buck, Ph.D.          Senior Vice President, Chief               May 6, 1998
--------------------------          Scientific Officer, Secretary and
Gregory A. Buck, Ph.D.              Director



/s/ Thomas R. Reynolds              Senior Vice President and Director         May 6, 1998
---------------------------
Thomas R. Reynolds

/s/ Charles A. Mills, III           Director                                   May 6, 1998
---------------------------
Charles A. Mills, III


/s/ Peter C. Einselen               Director                                   May 6, 1998
---------------------------
Peter C. Einselen

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "COMMONWEALTH BIOTECHNOLOGIES, INC. S-8", "secsgml_size_bytes": 39472}]
{"company-data": {"conformed-name": "COMMONWEALTH BIOTECHNOLOGIES INC", "cik": "0001042418", "assigned-sic": "8731", "irs-number": "561641133", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51995", "film-number": "98612002"}, "business-address": {"street1": "911 E LEIGH ST STE G-19", "city": "RICHMOND", "state": "VA", "zip": "23219", "phone": "8046483820"}, "mail-address": {"street1": "ROBERT B HARRIS", "street2": "911 E LEIGH ST STE G-19", "city": "RICHMOND", "state": "VA", "zip": "23219"}}
As filed with the Securities and Exchange Commission on May 6, 1998

                                                      Registration No. 333-____

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                       COMMONWEALTH BIOTECHNOLOGIES, INC.
               (Exact name of issuer as specified in its charter)

      Virginia                                                 56-1641133
(State or other jurisdiction of                             (I.R.S. Employer
incorporation of organization)                              Identification No.)

                       911 East Leigh Street, Suite G-19
                            Richmond, Virginia 23219
                    (Address of Principal Executive Offices)
                                   (ZIP Code)

          COMMONWEALTH BIOTECHNOLOGIES, INC. 1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)
Richard J. Freer, Ph.D., Chairman                          With copies to:
            Commonwealth Biotechnologies, Inc.
             911 East Leigh Street, Suite G-19                     J. Benjamin English, Esq.
                 Richmond, Virginia 23219                   LeClair Ryan, A Professional Corporation
          (Name and address of agent for service)               707 East Main Street, 11th Floor
                                                                    Richmond, Virginia 23219

                      (804) 648-3820                                     (804) 783-2003
   (Telephone number, including area code, of agent for
                         service)
CALCULATION OF REGISTRATION FEE

------------------------- ------------------------ --------------------------- ----------------------------- -------------------
 Title of Securities to        Amount to be        Proposed Maximum Offering    Proposed Maximum Aggregate       Amount of
     be Registered            Registered (1)            Price Per Share               Offering Price          Registration Fee

------------------------- ------------------------ --------------------------- ----------------------------- -------------------
Common Stock                    107,400 (2)                 $ 6.00                       $644,400                    --
------------------------- ------------------------ --------------------------- ----------------------------- -------------------
Common Stock                     11,450 (3)                 $ 8.25                       $ 94,463                    --
------------------------- ------------------------ --------------------------- ----------------------------- -------------------
Common Stock                        700 (4)                 $ 9.25                       $  6,475                    --
------------------------- ------------------------ --------------------------- ----------------------------- -------------------
Common Stock                    200,000 (5)                 $ 9.90                      $1,980,000                   --
------------------------- ------------------------ --------------------------- ----------------------------- -------------------
Common Stock                     90,450 (6)                 $10.50 (7)                   $949,725                    --
------------------------- ------------------------ --------------------------- ----------------------------- -------------------
Total                           410,000                        --                       $3,675,063                 $1,085
------------------------- ------------------------ --------------------------- ----------------------------- -------------------
(1)      This Registration Statement also relates to such indeterminate number
         of additional shares of Common Stock of the Registrant as may be
         issuable as a result of a stock dividend, stock split, split-up,
         recapitalization or similar event.
(2)      Represents shares of Common Stock reserved for issuance at $6.00 per
         share upon the exercise of outstanding options granted under the 1997
         Stock Incentive Plan (the "Incentive Plan").
(3)      Represents shares of Common Stock reserved for issuance at $8.25 per
         share upon the exercise of outstanding options granted under the
         Incentive Plan.
(4)      Represents shares of Common Stock reserved for issuance at $9.25 per
         share upon the exercise of outstanding options granted under the
         Incentive Plan.
(5)      Represents shares of Common Stock reserved for issuance at $9.90 per
         share upon the exercise of outstanding options granted under the
         Incentive Plan.
(6)      Represents shares of Common Stock reserved for issuance upon the
         exercise of future grants of stock options pursuant to the Incentive
         Plan.
(7)      Estimated pursuant to Rule 457, solely for the purposes of calculating
         the registration fee, on the basis of the average high and low prices
         of the Company's Common Stock, without par value, as reported on the
         Nasdaq SmallCap Market on May 5, 1998.
Prospectus

                                 410,000 SHARES

                       COMMONWEALTH BIOTECHNOLOGIES, INC.

                                  COMMON STOCK

         This Prospectus may be used by certain persons (the "Selling
Shareholders") who may be deemed to be affiliates of Commonwealth
Biotechnologies, Inc., a Virginia corporation (the "Company"), to sell shares of
common stock, without par value per share ("Common Stock"), of the Company,
which may be acquired by such persons pursuant to the exercise of all or any
portion of certain stock options granted to such persons by the Company pursuant
to the Company's 1997 Stock Incentive Plan.

         The Common Stock is traded on the Nasdaq SmallCap Market under the
symbol "CBTE." It is anticipated that the Selling Shareholders will offer shares
for sale at prevailing prices on the Nasdaq SmallCap Market on the date of sale.
All proceeds from any sales of such shares of Common Stock will inure to the
benefit of the Selling Shareholders. The Company will receive none of the
proceeds from the sale of the shares which may be offered hereby, but may
receive funds upon the exercise of the options pursuant to which the Selling
Shareholders will acquire the shares covered by this Prospectus, which funds, if
any, will be used for working capital. All expenses of registration incurred in
connection herewith are being borne by the Company, but all selling and other
expenses incurred by the individual Selling Shareholders will be borne by such
Selling Shareholders.

         No underwriting is being utilized in connection with this registration
of Common Stock and, accordingly, the shares of Common Stock are being offered
without underwriting discounts. The expenses of this registration will be paid
by the Company. Normal brokerage commissions, discounts and fees will be payable
by the Selling Shareholders. The Selling Shareholders and any broker-dealer
executing selling orders on behalf of the Selling Shareholders may be deemed to
be an "underwriter" within the meaning of Section 2(11) of the Securities Act of
1933, as amended (the "Securities Act.")

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                     PROSPECTUS. ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.

         No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation should not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any security in any jurisdiction in which,
or to any person to whom, such offer or solicitation would be unlawful. Neither
the delivery of this Prospectus nor any distribution of the securities made
under this Prospectus shall under any circumstances create any implication that
there has been no change in the affairs of the Company or in any other
information contained herein since the date of this Prospectus.

                                 May 6, 1998
TABLE OF CONTENTS

                                                                       Page
                                                                       ----

Available Information                                                    3
Incorporation of Certain Documents by Reference                          4
The Company                                                              5
Use of Proceeds                                                          5
Selling Shareholders                                                     6
Plan of Distribution                                                     7
Legal Matters                                                            7
Experts                                                                  7
Certain Forward-Looking Statements                                       8

                                       2
AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). The Company has furnished and
intends to furnish reports to its shareholders, which will include financial
statements audited by its independent certified public accountants, and such
other reports as it may determine to furnish or as required by law, including
Sections 13(a) and 15(d) of the Exchange Act. Proxy statements, reports and
other information concerning the Company can be inspected at the Commission's
office at 450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional
offices located in the Northwestern Atrium Center, Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such materials can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains an Internet Web site that
contains reports, proxy statements and other information regarding registrants
that file electronically, and the address of such site is http://www.sec.gov.
The Company's Common Stock is listed on the Nasdaq SmallCap Market. Proxy
statements, reports and other information concerning the Company can be
inspected and copies at the offices of the Nasdaq Stock Market, Inc. located at
1735 K Street, N.W., Washington, D.C. 20006.

         The Company has filed a registration statement (the "Registration
Statement") on Form S-8 with respect to the Common Stock offered hereby with the
Commission under the Securities Act. This Prospectus, which constitutes a part
of the Registration Statement, does not contain all of the information set forth
in the Registration Statement, certain items of which are contained in the
exhibits to the Registration Statement as permitted by the rules and regulations
of the Commission. Statements contained in this Prospectus as to the contents of
any agreement, instrument or other document referred to are not necessarily
complete. With respect to each such agreement, instrument or other document
filed as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.

                                       3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by the Company are
incorporated herein by reference as of the dates thereof: (1) the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997; and
(2) the description of the Common Stock contained in Item 1 of the Company's
Registration Statement on Form 8-A filed with the Commission on October 7, 1997
(File No. 001-13467).

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in this Prospectus or
in a document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

         The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be deemed to be incorporated by reference herein (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
in such documents). Requests for such copies should be directed to Gregory A.
Buck, Ph.D., Secretary, Commonwealth Biotechnologies, Inc., 911 East Leigh
Street, Suite G-19, Richmond, Virginia 23219.

                                       4
THE COMPANY

         The Company was founded in 1992 by four experienced research scientists
to provide sophisticated research and development support services on a contract
basis to the biotechnology industry. The Company's customers consist of private
companies, academic institutions and government agencies all of which use
biological processes to develop products for health care, agricultural and other
purposes. The Company's revenues are derived principally from providing
macromolecular synthetic and analytical services (protein/peptide, and DNA/RNA
chemistries) to researchers in the biotechnology industry or who are engaged in
life sciences research in government or academic labs.

         The Company provides these services to customers on a contract basis
and derives its revenues from these services, and not from sales of commercial
products resulting from the research. This arrangement distinguishes the Company
from many other biotechnology companies in that the Company's revenues are not
directly dependent on successfully commercializing a new biotechnology product.
The Company has developed a strong reputation as a leading provider of
biotechnology research and development analytical services. The Company is
focusing its expansion efforts on the maintenance and expansion of long-term
relationships with customers in the biotechnology industry and in establishing
new customer relationships. The Company has implemented new technologies to
provide new services to its customers, and is continuing to develop new products
and services to meet the changing needs of its customers.

         In general, the Company serves two types of customers: those who
require a discrete set of services ("short-term projects"), and those who
contract with the Company on an extended basis for performance of a variety of
integrated services ("long-term projects"). More often than not, short-term and
long-term project customers sent the Company repeat business.

         The Company also derives a portion of its revenues from research grants
funded by various federal government agencies. These research grants support the
bulk of the Company's research efforts on its own proprietary technologies. The
Company is developing its own technologies in the areas of anti-coagulation,
cell targeting and genomic sequence analysis.

         The executive offices of the Company are located at 911 East Leigh
Street, Suite G-19, Richmond, Virginia 23219, and its telephone number is (804)
648-3820.

                                USE OF PROCEEDS

         All of the shares of Common Stock are being offered by the Selling
Shareholders. The Company will not receive any proceeds from the sale of the
shares of Common Stock by any of the Selling Shareholders.

                                       5
SELLING SHAREHOLDERS

The shares of Common Stock covered by this Prospectus are being registered for
reoffers and resales by Selling Shareholders of the Company who may acquire such
shares pursuant to the exercise of options granted or to be granted under the
Incentive Plan. The Selling Shareholders named below may resell all, or a
portion, or none of the shares that they acquire or may acquire pursuant to the
exercise of options granted or to be granted under the Incentive Plan.

         Key individuals deemed to be "affiliates" of the Company who acquire
registered Common Stock under the Incentive Plan may be added to the Selling
Shareholders listed below from time to time, either by means of a post-effective
amendment hereto or by use of a prospectus filed pursuant to Rule 424 under the
Securities Act. An "affiliate" is defined in Rule 405 under the Securities Act
as a "person that directly, or indirectly through on or more intermediaries,
controls, or is controlled by, or is under common control with," the Company.

         The following table shows (i) the names of the Selling Shareholders;
(ii) the number of shares of Common Stock owned by each Selling Shareholder as
of May 6, 1998; (iii) the number of such shares of Common Stock covered by
this Prospectus; and (iv) the amount and the percentage of the Common Stock to
be owned by each Selling Shareholder after completion of this offering, assuming
the sale of all shares of Common Stock covered by this Prospectus:
Potential Selling          Shares Beneficially                          Amount and Percentage
        Shareholder                  Owned (1)          Shares Offered (2)    of Ownership After Offering (3)
        -----------                  ------             --------------        ---------------------------
Richard J. Freer                     41,798 (4)               78,157                       25,132 / 2.6%
Robert B. Harris                     38,297 (5)               78,157                       21,631 / 2.3%
Gregory A. Buck                      43,359 (6)               79,557                        26,193/ 2.6%
Thomas R. Reynolds                   27,935 (7)               35,529                        11,269/ 1.7%
James H. Brennan                         --                    7,000                            0/ *
----------------------
*     Indicates less than 1% ownership.

(1) Shares of Common Stock that a Selling Shareholder has a right to acquire
within 60 days after May 6, 1998 pursuant to the exercise of options,
warrants or other rights, including options granted under the Incentive Plan,
are deemed to be outstanding for the purpose of computing the number and
percentage of shares of Common Stock beneficially owned by such Selling
Shareholder, but are not deemed to be outstanding for computing the percentage
of ownership of any other Selling Shareholder.
(2) Includes the following number of shares of Common Stock issuable pursuant to
options granted under the Incentive Plan which are not exercisable within 60
days after May 6, 1998 and, accordingly, are not included in the first column
of this table: Richard J. Freer - 61,491 shares; Robert B. Harris - 61,491
shares; Gregory A. Buck - 62,891 shares (62,091 of which are owned by Dr. Buck
and 800 of which are owned by Dr. Buck's spouse); Thomas R. Reynolds - 18,863
shares; and James H. Brennan - 7,000 shares.
(3) Assumes that all shares covered by this Prospectus will be sold by the
Selling Shareholders and that no additional shares are purchased or sold by any
Selling Shareholder.
(4) Represents 25,132 shares of Common Stock and 16,666 shares of Common Stock
underlying options granted pursuant to the Incentive Plan that are exercisable
within 60 days after May 6, 1998.
(5) Represents 21,631 shares of Common Stock and 16,666 shares of Common Stock
underlying options granted pursuant to the Incentive Plan that are exercisable
within 60 days after May 6, 1998.
(6) Represents 26,193 shares of Common Stock owned by Dr. Buck, 16,666 shares of
Common Stock underlying options granted to Dr. Buck pursuant to the Incentive
Plan that are exercisable within 60 days after May 6, 1998, and 500 shares of
Common Stock underlying options granted to Dr. Buck's spouse pursuant to the
Incentive plan that are exercisable within 60 days after May 6, 1998.
(7) Represents 11,269 shares of Common Stock and 16,666 shares of Common Stock
underlying options granted pursuant to the Incentive Plan that are exercisable
within 60 days after May 6, 1998.

                                       6
PLAN OF DISTRIBUTION

         The shares of Common Stock being offered by the Selling Shareholders
are offered for their own accounts. The Company will not receive any of the
proceeds from any eventual sales of such shares of Common Stock. The shares may
be offered by the Selling Shareholders from time to time in transactions through
the Nasdaq SmallCap Market, in negotiated transactions, through the writing of
options on the shares, or a combination of such methods of sale, at prices
related to prevailing market prices, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the shares for which broker-dealers may act as agent or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Shareholders and any broker-dealers that act in connection with the sale of the
shares offered hereby might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by them and
any profit on the resale of shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. Shares of
Common Stock covered by this Prospectus may also be sold pursuant to Rule 144
under the Securities Act rather than pursuant to this Prospectus.

         The Company currently does not satisfy the requirements of Form S-3
under the Securities Act. As a result, the number of shares of common Stock that
may be offered or sold pursuant hereto by each Selling Shareholder and any other
person with whom such Selling Shareholder is acting in concert for the purposes
of selling shares of Common Stock shall be limited to an amount, during any
three-month period, that does not exceed the amount specified in Rule 144(e)
promulgated under the Securities Act.

                                 LEGAL MATTERS

         Certain legal matters with respect to the validity of the shares of
Common Stock offered hereby have been passed upon by LeClair Ryan, A
Professional Corporation, Richmond, Virginia, counsel to the Company.

                                    EXPERTS

         The financial statements appearing in the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1997 have been audited by
Goodman & Company, L.L.P., independent certified public accountants, to the
extent and for the periods set forth in their report incorporated herein by
reference, and are incorporated herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.

                                       7
CERTAIN FORWARD-LOOKING STATEMENTS

         This Prospectus (including the documents incorporated or deemed to be
incorporated by reference herein) contain certain forward-looking statements (as
such term is defined in the Private Securities Litigation Reform Act of 1995)
and information relating to the Company that are based on the beliefs of the
management of the Company as well as assumptions made by and information
currently available to the management of the Company. When used in this
Prospectus, the words "anticipate," "believe," "estimate," "expect," "intend,"
"plan" and similar expressions, as they relate to the Company or the management
of the Company, identify forward-looking statements. Such statements reflect the
current views of the Company with respect to future events, the outcome of which
is subject to certain risks, including among others general economic and market
conditions, the state of the federal, state and local regulatory environment,
lack of demand for the Company's services, the ability of the Company's
customers to perform services similar to those offered by the Company "in-house"
and potential cost containment by the Company's customers resulting in fewer
research and development projects. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results or outcomes may vary materially from those described herein as
anticipated, believed, estimated, expected, intended or planned.

                                       8
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3            Incorporation of Documents by Reference

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by Commonwealth Biotechnologies, Inc., a Virginia
corporation (the "Company") are hereby incorporated in and made part of this
Registration Statement by reference: (1) the Company's Annual Report on Form
10-KSB, as filed with the Commission on March 31, 1998; and (2) the description
of the Company's securities appearing in the Company's Registration Statement on
Form 8-A, as filed with the Commission on October 7, 1997 (File No. 001-13467)
and all amendments and reports filed for the purpose of updating such
description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such reports and
documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4            Description of Securities

                  Not applicable.

Item 5            Interests of Named Experts and Counsel

                  Not applicable.

                                      II-1
Item 6            Indemnification of Directors and Officers

         In accordance with Virginia law, Article VI of the Company's Articles
of Incorporation provides as follows:

         The Corporation shall indemnify (a) any person who was, is or may
become a party to any proceeding, including a proceeding brought by a
shareholder in the right of the Corporation or brought by or on behalf of the
shareholders of the Corporation, by reason of the fact that he is or was a
director or officer of the Corporation, or (b) any director or officer who is or
was serving at the request of the Corporation as a director, trustee, partner or
officer of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability incurred by him in
connection with such proceeding unless he engaged in willful misconduct or a
knowing violation of criminal law. A person is considered to be serving an
employee benefit plan at the Corporation's request if his duties to the
Corporation also impose duties on, or otherwise involve securities by, him to
the plan or to participants in or beneficiaries of the plan. The Board of
Directors is hereby empowered, by a majority vote of a quorum of disinterested
Directors, to enter into a contract to indemnify any Director or officer in
respect of any proceedings arising from any act or omission, whether occurring
before or after the execution of such contract.

Item 7            Exemption from Registration Claimed

         Restricted securities, if any, to be reoffered or resold pursuant to
this Registration Statement will be sold pursuant to prospectus included in this
Registration Statement or pursuant to Rule 144 under the Securities Act, and
were originally issued by the Company pursuant to an exemption under Section
4(2) of the Securities Act.

                                      II-2
Item 8            Exhibits

         Exhibit Number                             Description of Exhibit
         --------------                             ----------------------

               4.1                 Articles of Incorporation of the Company (1)
               4.2                 Bylaws of the Company (1)
               4.3                 Form of Common Stock Certificate (1)
               5.1                 Opinion of LeClair Ryan, A Professional
                                   Corporation (2)
              23.1                 Consent of LeClair Ryan, A Professional
                                   Corporation (included in Exhibit 5.1)
              23.2                 Consent of Goodman & Company, L.L.C. (2)
              24.1                 Powers of Attorney (included in Part II of
                                   this Registration Statement)
              99.1                 Commonwealth Biotechnologies, Inc. 1997 Stock
                                   Incentive Plan (1)

-------------------
(1)      Incorporated by reference to the Company's Registration Statement on
         Form SB-2, Registration No. 333-31731.
(2)      Filed herewith.

         Item 9            Undertakings

         (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act.

                           (ii)     To reflect in the prospectus any facts or
                                    events which, individually or in the
                                    aggregate, represent a fundamental change in
                                    the information set forth in the
                                    registration statement.  Notwithstanding the
                                    foregoing, any increase or decrease in the
                                    volume of securities offered (if the total
                                    dollar value of securities offered would not
                                    exceed that which was registered) and any
                                    deviation from the low or the high end of
                                    the maximum offering range may be reflected
                                    in the form of prospectus filed with the
                                    Commission pursuant to Rule 462(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20% change in
                                    the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement;

                           (iii)    To include any additional or changed
                                    material information on the plan of
                                    distribution;

                                      II-
Notwithstanding the foregoing, however, the undertakings
included in paragraphs (a)(1)(i) and (a)(1)(ii) of this Item do not apply if the
information required in a post-effective amendment is incorporated by reference
from periodic reports filed by the Company under the Exchange Act.

                  (2) That, for the purpose of determining any liability under
the Securities Act, treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at that
time to be the initial bona fide offering.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the end
of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Richmond, Commonwealth of Virginia on May 6, 1998.

                              COMMONWEALTH BIOTECHNOLOGIES, INC.

                                       By: /s/ Richard J. Freer, Ph.D.
                                           ---------------------------
                                             Richard J. Freer, Ph.D., Chairman

         Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Richard J. Freer, Ph.D. and Robert B.
Harris, Ph.D., and each of them, with full power to act without the other, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (until revoked by writing) to sign any and all amendments to this
Registration Statement (including post-effective amendments and amendments
thereto) and any registration statement relating to the same offering as this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing, ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name                                        Title                           Date
         ----                                        -----                           ----
/s/ Richard J. Freer, Ph.D.         Chairman of the Board                      May 6, 1998
---------------------------         (Principal Executive Officer)
Richard J. Freer, Ph.D.             and Director

/s/ Robert B. Harris, Ph.D.         President and Director                     May 6, 1998
---------------------------
Robert B. Harris, Ph.D.
/s/ Gregory A. Buck, Ph.D.          Senior Vice President, Chief               May 6, 1998
--------------------------          Scientific Officer, Secretary and
Gregory A. Buck, Ph.D.              Director

/s/ Thomas R. Reynolds              Senior Vice President and Director         May 6, 1998
---------------------------
Thomas R. Reynolds

/s/ Charles A. Mills, III           Director                                   May 6, 1998
---------------------------
Charles A. Mills, III

/s/ Peter C. Einselen               Director                                   May 6, 1998
---------------------------
Peter C. Einselen