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Mail Stop 6010         April 28, 2008   Joseph K. Belanoff, M.D. Chief Executive Officer Corcept Therapeutics Incorporated 149 Commonwealth Drive Menlo Park, CA  94025
Re: Corcept Therapeutics Incorporated
 Registration Statement on Form S-3  Filed April 11, 2008  File Number 333-150204
Dear Dr. Belanoff:

This is to advise you that we have limited our review of th e above referenced registration
statement to only the issues identified below.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In  some of our comments, we may ask you to provide us with
supplemental information so we may better unders tand your disclosure.  After reviewing this
information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 Form S-3

1. We note that you are registering the sale  of 13,384,809 shares.  Given the size of the
offering relative to the number of shares outst anding held by non-affiliates, the nature of
the offering and the selling security holders , it appears the offeri ng may be a primary
offering.  Because you do not appear to be eligible to conduct a  primary offering on Form S-3 you do not appear to be eligible to  conduct a primary at-the-market offering
under Rule 415(a)(4).

Please tell us your basis for determining that the transaction is appr opriately characterized
as a transaction that is eligible to be ma de under Rule 415(a)(1)(i).  In your analysis,
please address the following among any other relevant factors:

• The relationship of each sell ing security holder with the company, including an
analysis of whether the selling security holder is an affiliate of the company;

• Any relationships among the selling security holders; and

• Whether or not any of the selling security  holders is in the business of buying and
selling securities.

* * *
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with ma rked copies of the ame ndment to expedite our
review.  Please furnish a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.  Detailed cover letters greatly
facilitate our review.  Please file your c over letter on EDGAR under the form type label
CORRESP.  Please understand th at we may have additional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
    Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that
 ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
‚ the company may not assert this action as defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in response to our comments on your filing.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
Please contact Song Brandon at (202) 551-3621, Michael Reedich, Special Counsel, at
(202) 551-3612, or me at (202) 551 -3715 with any other questions.
        S i n c e r e l y ,            J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r    cc: Alan C. Mendelson, Esq.  Keith Benson, Esq.  Latham & Watkins LLP  140 Scott Drive  Menlo Park, CA  94025