Exhibit 23.2

Consent of Independent Auditor






The Board of Directors
Commonwealth Biotechnologies, Inc.


We consent to incorporation by reference, in the Registration Statement on Form
S-8 of Commonwealth Biotechnologies, Inc. to be filed on or about May 6, 1998,
of our report, dated February 9, 1998, on the balance sheets of Commonwealth
Biotechnologies, Inc. as of December 31, 1997 an 1996, and the related
statements of operations, stockholders' equity, and cash flows for the years
then ended, which report is incorporated by reference from the 1997 Annual
Report on Form 10-KSB of Commonwealth Biotechnologies, Inc. We also consent to
the reference of this firm under the caption of "Experts" in the resale
prospectus contained in such Registration Statement.


/s/ Goodman & Company, L.L.P.


Richmond, Virginia
May 1, 1998