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CORRESP
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Correspondence

 John J. Huber

 Direct Dial: (202)
637-2242

 john.huber@lw.com

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 Washington, D.C. 20004-1304

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 October 14, 2008

 VIA EDGAR & FAX

 Jeffrey Riedler, Esq.

 Assistant Director

 Office of Health Care and Insurance

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Corcept Therapeutics Incorporated Registration Statement on Form S-3

 (File No. 333-150204) Filed April 11, 2008

 Dear Mr. Riedler:

 On behalf of our client Corcept Therapeutics Incorporated (the “Company” or “Corcept”), we are responding to the Staff’s comment
in its letter dated April 28, 2008 related to the Registration Statement on Form S-3 filed April 11, 2008 (File No. 333-150204) (the “Registration Statement”). The Registration Statement relates to 8,923,210 shares (the
“Offering Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and warrants (the “Warrants”) to purchase an additional 4,461,599 shares of Common Stock (the “Warrant
Shares,” and together with the Common Stock, the “Registrable Securities”). The Registrable Securities were purchased in a private transaction (such transactions are commonly referred to as private investments in public equity or
PIPEs) that closed on March 25, 2008 (the “March 2008 Offering”).

 The Company filed the Registration Statement
April 11, 2008 to fulfill its obligation under a Registration Rights Agreement dated March 14, 2008 between the Company and the investors in the March 2008 Offering (the “Registration Rights Agreement”). For ease of reference, we
have set forth the Staff’s comment (in bold) followed by the Company’s response thereto.

 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 outstanding held by non-affiliates, the nature of
the offering and the selling security holders, it appears the offering 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).

 October 14, 2008

  Page
 2

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

•

 The relationship of each selling 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.

 * * * * *

 We have reviewed the Staff’s
historical guidance on PIPE transactions as articulated in the Division of Corporate Finance’s Telephone Interpretations Manual Interpretation D.29 (“Interpretation D.29”), which states, in pertinent part:

 The question of whether an offering styled a secondary one is really on behalf of the issuer is a
difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship to the
issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer. 1 (emphasis added)

 Since late 2006, the Staff has raised concerns that following a PIPE transaction,
selling stockholders may be acting as underwriters and that the resale shelf registration statement is an indirect primary offering where a significant percentage, such as greater than one-third of the public float, is sought to be registered for
resale.2 We understand that the Staff does not view this as a new position, and that the Staff’s historical view of PIPE transactions under
Interpretation D.29 has not changed.3

 1

 United States Securities and Exchange Commission Division of Corporation Finance, Manual of Publicly Available Telephone
Interpretations, Section D, Rule 415, Interpretation No. 29; See also United States Securities and Exchange Commission Division of Corporation Finance, Manual of Publicly Available Telephone Interpretations, Section H, Form S-3, Interpretation
No. 76.

 2

 Charles J. Johnson, Jr. and Joseph McLaughlin, Corporate Finance and the Securities Laws Fourth Edition, 2007
Supplement Section 7.10[D]. Aspen Publishers, 2007.

 3

 John W. White, Director, Division of Corporation Finance, United States Securities and Exchange Commission, The Promise
of Transparency — Corporation Finance in 2007, available at http://www.sec.gov/news/speech/2007/spch022307jww.htm (February 23, 2007).

 October 14, 2008

  Page
 3

 As such, the standard of review for the Staff in deciding the “question of whether an offering
styled a secondary one is really on behalf of the issuer” remains an analysis of the facts and circumstances articulated in Interpretation D.29.

 We have reviewed the factors in the Staff’s comment and other relevant factors including the considerations in Interpretation D.29. The totality of the facts and circumstances in this case demonstrate that the
selling stockholders listed in the Registration Statement (the “Selling Stockholders”) are not acting as underwriters or conduits for Corcept. Rather, they are venture capitalists, members of the Company’s Board of Directors and
pre-existing stockholders who have made an investment in the Company that will likely take multiple years to generate a return. While the amount of Registrable Securities contemplated in the Registration Statement is roughly equal to the aggregate
amount of shares of Common Stock and warrants to purchase Common Stock outstanding and held by non-affiliates (the “Public Float”), and while seven of the Selling Stockholders are affiliates of the Company, we respectfully submit that
these facts are not determinative since they are outweighed by the following:

•

 the longstanding relationship between the Company and all but one of the Affiliated Holders, as defined herein;

•

 none the Selling Stockholders are members of a “group” together with any of the other Selling Stockholders within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

•

 the March 2008 Offering occurred against the backdrop of an effort to fund a clinical trial by a Company that is still in the development stage with no short-term
expectation of a marketable product;

•

 the Selling Stockholders paid the full market price for the Offering Shares and the Warrants;

•

 none of the Affiliated Holders have ever sold any shares of the Company’s Common Stock that they have acquired at various points in the last 11 years;

•

 the Selling Stockholders have now held the Registrable Securities for more than six months;

•

 the Selling Stockholders are not currently and never have been in the “business of buying and selling securities;” and

•

 other policy considerations that support facilitating the registration of resales of shares purchased from small companies in private transactions.

 Taken together, the totality of the facts and the circumstances surrounding the March 2008 Offering demonstrate that the
resales sought to be registered on the Registration Statement are not an offering “by or on behalf of” the Company under Rule 415(a)(4). The Company respectfully submits that the offering contemplated by the Registration Statement is
“solely by or on behalf of persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary” and therefore should be permitted by Rule 415(a)(1)(i).

 October 14, 2008

  Page
 4

 I. The relationship of each selling stockholder with the company, including an analysis of whether the selling
stockholder is an affiliate of the company.

 A. Affiliate Selling Stockholders

 The following seven Selling Stockholders (collectively referred to as the “Affiliated Holders”) are affiliates of the Company due to their being
members of the Board or having representation on the Board, and in certain cases, stock ownership. Each of the venture capital firms that is an Affiliated Holder beneficially owns more than 10% of the Company’s outstanding Common Stock.
Together, the Affiliated Holders own 36,669,233 shares of Common Stock and warrants to purchase Common Stock, representing almost three times the number of shares held by non-affiliates and approximately 68.32% of the total shares and warrants to
purchase shares outstanding as of October 1, 2008 (the “Diluted Shares Outstanding”). The table below sets forth, for each of the Affiliated Holders, the length of time each has been a Corcept stockholder, the number of shares covered
by an effective registration statement, the number of Registrable Shares they purchased in the March 2008 Offering, the number of Registrable Securities available to each of them for resale under Rule 144(e) as of October 1, 2008 as a percent
of the total Registrable Securities that each Affiliated Holder purchased in the March 2008 Offering and the number of shares of Common Stock they have sold to date since becoming stockholders of the Company.

 Name of Selling Stockholder

Stockholder
Since

Shares
Previously
Registered

Registrable
Shares

Percent of
Registrable
Securities Available
for Sale Under Rule
144(e)*

Shares
Sold to
Date**

 Joseph C. Cook, Jr.

2005

1,395,238

264,783

100
%

0

 David L. Mahoney

2004

495,238

105,913

100
%

0

 James N. Wilson

1999

930,834

52,956

100
%

0

 Entities affiliated with Alta Partners II, Inc.***

2001

4,150,655

1,588,702

30.7
%

0

 Longitude Capital Partners, LLC

2008

0

5,295,675

9.2
%

0

 Paperboy Ventures, LLC

2006

8,285,383

3,177,405

15.4
%

0

 Sutter Hill Ventures and related entities***

1999

6,062,936

2,383,051

20.5
%

0

*
Percentages calculated as of October 1, 2008, when the maximum number of shares available for resale by any Affiliated Holder under Rule 144(e) was 488,777 shares.

**
Based on a review of filings under Section 16 of the Exchange Act. The Company has confirmed the accuracy of these Section 16 reports.

***
References to Sutter Hill Partners and Alta Partners II, Inc. include persons and entities affiliated with such firms.

 Under Rule 144, after six months, non-affiliates can trade freely in the securities of public companies that are current on their public filings.
However, affiliates remain subject to the volume and manner of sale limitations of Rule 144 indefinitely. Since the Affiliated Holders purchased over 96% of the shares covered by the Registration Statement, nearly all of the Registrable Securities
are subject to the volume and manner restrictions of Rule 144. As of October 10, 2008, the maximum number of shares of Common Stock available for sale by any

 October 14, 2008

  Page
 5

affiliate in a three-month period pursuant to Rule 144(e) equals 488,777 shares.4 For the Affiliated Holders that are venture capital firms, only a fraction of the Registrable Securities held by them would be saleable under Rule 144 in any three month period. In addition to being affiliates for
purposes of Rule 144, the Affiliated Holders are insiders under Section 16 of the Exchange Act and therefore would have been subject to disgorgement of profits if they were to have sold any of the Registrable Securities for a profit within six
months of purchasing them in the March 2008 Offering. If Corcept wished to use a group of private purchasers as conduits for a distribution, the Selling Stockholders would not have been an appropriate group to choose given short-swing profit
liability.

 1. Directors

 Joseph C. Cook, Jr. has served as a member of the Board of Directors since 2002. Mr. Cook is Chairman of the Board of Amylin Pharmaceuticals, Inc. Mr. Cook served as Chief Executive Officer of Amylin Pharmaceuticals from 1998 to
2003. Mr. Cook is a founder and currently serves as Chairman of the Board of Ironwood Pharmaceuticals, Inc.

 David Mahoney has served
as a member of the Board of Directors since 2004. From 1999 to 2001, Mr. Mahoney served as co-CEO of McKesson HBOC, Inc., a healthcare supply management and information technology company and as CEO of iMcKesson LLC, a healthcare management and
connectivity company.

 James N. Wilson has served as Chairman of the Board of Directors since 1999. In addition, since 2005,
Mr. Wilson has been the Chairman of the Board of NuGEN Technologies, Inc. Since 2002, he has served as a director of Amylin Pharmaceuticals, Inc. From 1996 to 2001, Mr. Wilson was Chairman of the Board of Amira Medical, Inc.

 2. Venture Capital Investors

 Alta
Partners II, Inc. (“Alta Partners”) is a venture capital firm that invests in life sciences, funding over 130 companies in the industry since 1996. Alta Partners’ website states the firm’s philosophy as follows: “We are
long-term investors and believe that it is critical to be a value-added investor by actively working with portfolio company management teams to help build market-leading companies.” Alta Partners has been an active investor in Corcept for seven
years, having initially invested in the Company in connection with the Company’s pre-IPO series C preferred stock financing in May 2001. Alix Marduel, M.D., a Managing Director of Alta Partners, served on the Board of Directors from 2001 until
2008, at which point she resigned from the Board and Edward E. Penhoet, Ph.D., a Director of Alta Partners, joined the Board of Directors.

 4

 488,777 shares equals 1% of the total shares of Common Stock outstanding as reported on the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 13, 2008. In comparison, the average weekly reported volume of trading on the Nasdaq Capital Market in the Company’s Common Stock for the four weeks ended
October 10, 2008 was 100,925 shares.

 October 14, 2008

  Page
 6

 Longitude Venture Partners, L.P. (“Longitude”) was formed in 2006 and invests in medical
device and biotechnology companies developing products that address important unmet medical or economic needs in the life sciences industry. Longitude is Corcept’s most recent venture capital investor, having made its first investment in the
Company when they committed to participate in the March 2008 Offering. Prior to that time, Longitude had no relationship with the Company or its officers and directors. In connection with its investment in the March 2008 Offering, Longitude and the
Company agreed that the Company would take all necessary acts to have one designee of Longitude nominated to the Board of Directors until such time as Longitude beneficially owns less than 5% of the outstanding Common Stock, including Warrant
Shares. Pursuant to this agreement, the Company appointed Patrick G. Enright, a Managing Director of Longitude, to the Company’s Board of Directors and nominated Mr. Enright for reelection at the Company’s 2008 Annual Meeting of
Stockholders.

 Paperboy Ventures, LLC (“Paperboy”), a venture capital firm that has invested in approximately 14 scientific
companies since its formation in 2003. Paperboy became an investor in the Company in November 2006. Not only has Paperboy not sold any of i