SecProbe.io

June 22 , 2015

Via E -mail
Blake M. Patterson, M.D.
President and Chief Executive Officer
Cerecor Inc.
400 E. Pratt Street, Suite 606
Baltimore, Maryland 21202

Re: Cerecor Inc.
Registration Statement on Form S -1
Filed  June 12 , 2015
  File No. 333 -204905

Dear Dr. Patterson :

We have reviewed your registration statement  and have the following comment .

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

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

Risk Factors
Risks Related to this Offering and Ownership of Our Common Stock , page 52

1. We note that your amended and restated certificate of incorporation includes a provision
requiring that the Court of Chancery in the State of Delaware be the sole and exclusive
forum for various stockholder litigation matters.   Please revise your risk factor discussion
to include a separate risk factor noting the specific types of actions subject to the
exclusive forum provision.  Please also highlight that such provisions may limit a
shareholder’s ability to bring a claim in a judicial forum that it finds favorable for
disputes with directors, officers or other employees, and may discourage lawsuits with
respect to such claims.

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

Blake M. Patterson, M.D.
Cerecor Inc.
June 22 , 201 5
Page 2

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

 should the Commission or the staff, acti ng 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 i nitiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests 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.

You may contact Mark Brunhofer at (202) 551 -3613  or James Rosenberg at (202) 551 -
3679 if you have questions regarding comments on the financial statements and related matters.
Please contact Scot Foley  at (202) 551 -3383 , Bryan Pitko at (202) 551 -3203  or me at (202) 551 -
3715  with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Joanne R. Soslow, Esq.
 Kevin S. Shmelzer, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA  19103