SecProbe.io

September 17 , 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.
Amendment No.1 to
Registration Statement on Form S -1
Filed September 8, 2015
  File No. 333 -204905

Dear Dr. Patterson :

We have reviewed your amended registration statement  and have the following
comment. P lease respond to this letter by amending your registration statement again and
providing the requested information . If you do not believe this comment is applicable to yo ur
facts and circumstances or do not believe another amendment is appropriate, please tell us
why in a response.

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

Use of Proceeds, page 63

1. You disclose that you expect the net proceeds of your offering at an assumed offering
price of $6.50 to be approximately $24.8 million or $26.1 million if the underwriters
exercise their overallotment opt ion. Please tell us how you computed each of these
amounts as we cannot re -compute them based on the number of shares you expect to
sell in each scenario coupled with reasonable underwriters’ commissions and the
other offering expenses you disclose on page  II-1. In your response, tell us why the
exercise of the overallotment results in only a $1.3 million increase in estimated net
proceeds equating to approximately $2.05 per overallotment share when the gross
proceeds for these 634,615 shares at $6.50 per s hare is approximately $4.1 million.

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 r ules 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.
September 17, 2015
Page 2

 Notwithstanding our comment, in the event you re quest 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, 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 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 o f 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  or me at (202) 551 -3675  with any other
questions.

Sincerely,

Jeffrey P. Riedler
Assistant Director

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