SecProbe.io

Mail Stop 4720          November 24, 2009   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 November 16, 2009
  File No. 333-163140
 Dear Dr. Belanoff:   We have limited our review of your filing to the issues we have addressed in our
comment.  Where indicated, we think you shoul d revise your document in response to
this comment.  If you disagree, we will cons ider your explanation as to why our comment
is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

 1. We note that you are registering the resale of up to 17,005,248 shares of common
stock, including 4,408,773 shares of common stock issuable upon the exercise of warrants. Given the size of the offeri ng relative to the number of shares
outstanding held by non-affiliates, the na ture of the offering and the selling
stockholders, it appears that 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).

Joseph K. Belanoff, M.D.
Corcept Therapeutics Incorporated  November 24, 2009 Page 2

Please tell us your basis for determining that the transaction is appropriately
characterized as a transacti on that is eligible to be made under Rule 415(a)(1)(i).
In your analysis, please address the fo llowing among any other relevant factors:

• the length of time the selling stockholders have held the shares;
• the relationship of each selling stockholder with the company, including an analysis of whether the selling stockholder is an affiliate
of the company;
• any relationships among th e selling stockholders; and
• whether or not any of the selling stockholders is in the business of
buying and selling securities.
 Please include in this analysis your basis for determining that each affiliated selling stockholder is not an underwriter. Please provide a separate analysis for
each affiliated selling stockholder.  S ee Securities Act Rules Compliance and
Disclosure Interpretations Question 612.09.

* * *
  As appropriate, please amend your regist ration statement in response to this
comment.  You may wish to provide us with ma rked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your response to
our comment and provides any requested info rmation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd response to our comment.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.       Notwithstanding our comments, in the ev ent 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 th e Commission from taking any action with
respect to the filing;

Joseph K. Belanoff, M.D.
Corcept Therapeutics Incorporated  November 24, 2009 Page 3
• 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 staff comments a nd the declaration of effectiveness as a
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 Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  Please contact Jennifer Riegel at ( 202) 551-3575 or me at (202) 551-3715 with
any questions.          S i n c e r e l y ,             J e f f r e y  P .  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
Latham & Watkins LLP  140 Scott Drive  Menlo Park, CA 94025