8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 25, 2005

NORTHWEST BIOTHERAPEUTICS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(STATE OR OTHER
JURISDICTION
OF INCORPORATION) 0-33393
(COMMISSION FILE
NUMBER) 94-3306718
(I.R.S. EMPLOYER
IDENTIFICATION NO.)

22322 20th Avenue SE, Suite 150, Bothell, WA 98021
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE (425) 608-3000

INAPPLICABLE
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 4.01 Changes in Registrant’s Certifying Accountant.

Northwest Biotherapeutics, Inc. (the “Company”) filed a Form 8-K on January 31, 2005 (the “Initial 8-K”) reporting the resignation of KPMG LLP as the Company’s independent auditors. In connection with the Initial 8-K, the Company provided KPMG LLP with a copy of the disclosure the Company made with respect to the change in accountants. The Company requested that KPMG LLP furnish the Company with a letter addressed to the Securities and Exchange Commission (“SEC”) stating whether KPMG LLP agreed with such disclosure. On January 31, 2005, the Company received a copy of the letter addressed to SEC from KPMG LLP. The letter is attached as Exhibit 16.1 hereto.

ITEM 9.01 Financial Statements and Exhibits

(c)   Exhibits.

16.1 Letter from KPMG LLP to the Securities and Exchange Commission dated January 31, 2005.

 
 
 
 
 
 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORTHWEST BIOTHERAPEUTICS, INC.
By	/s/ Alton Boynton
	Alton L. Boynton
	President

Dated: February 2, 2005

1

EX-16.1

                                                                    EXHIBIT 16.1


(KPMG LOGO)
                                   KPMG LLP
                                   Suite 900           Telephone 206 913 4000
                                   801 Second Avenue   Fax       206 913 4444
                                   Seattle, WA 98104   Internet  www.us.kpmg.com



January 31, 2005

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for Northwest Biotherapeutics, Inc.
and, under the date of March 12, 2004, except as to notes 1 and 13 which are as
of April 26, 2004, we reported on the financial statements of Northwest
Biotherapeutics, Inc. as of and for the years ended December 31, 2002 and 2003.
On January 25, 2005 we resigned. We have read Northwest Biotherapeutics, Inc.'s
statements included under Item 4.01 of its Form 8-K dated January 31, 2005, and
we agree with such statements, except that we are not in a position to agree or
disagree with Northwest Biotherapeutics, Inc.'s statement regarding its intent
to reestablish an audit committee of the Board of Directors and devote the
necessary resources to improve its internal controls over financial reporting.

Very truly yours,

/s/ KPMG LLP

          KPMG LLP, a U.S. limited liability partnership, is the U.S.
            member firm of KPMG International, a Swiss cooperative.