SecProbe.io

April 3, 2015

Via E -mail
Derek Chalmers, Ph.D., D.Sc.
Chief Executive Officer
Cara Therapeutics, Inc.
1 Parrott Drive
Shelton, Connecticut 06484

Re: Cara Therapeutics, Inc.
  Registration Statement on Form S-3
Filed  March 2 7, 2015
  File No.  333-203072

Dear Dr. Chalmers :

We have limited our review of your registration statement to the issue  we have addressed
in our comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewi ng any amendment to your registration statement and the information you
provide in response to our comment , we may have  additional comments.

General

1. We note that your registration statement incorporates by reference your Form 10 -K for
the fiscal year ended December 31, 2014, which incorporates by reference Part III
information from a proxy statement that has not yet been filed.  Please amend your Form
10-K to include the Part III information , includ ing executive compensation  for the fisc al
year ended December 31, 2014, or file your proxy statement including such information .
Alternatively, please amend your registration statement to include such information.   We
refer you to Q uestion 123.01 of the  Securities Act Forms Compliance and Disclosure
Interpretations for more information.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Derek Chalmers, Ph.D., D.Sc.
Cara Therapeutics, Inc.
April 3, 2015
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclo sures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission 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 staff comments and 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.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Alla Berenshteyn at (202) 551 -4325 or me at (202) 551 -3715  with any
other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Babak Yaghmaie , Esq.
 Cooley  LLP