SecProbe.io

Mail Stop 4 546
November 18 , 2016

Uli Hacksell, Ph.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-3
Filed November 8 , 2016
  File No. 333 -214507

Dear D r. Hacksell :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply 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 these comments, we may have additional comments.

Prospectus Cover Page

1. It appears that you are re lying on General Instruction I.B.6 of  Form S -3 for this offering.
If so, please revise your prospectus cover page to disclose the calculation of the aggregate
market  value of your outstanding voting and nonvoting common equity and the amount
of all securities offered pursuant to General I nstruction I.B.6 during the prior 12 calendar
month period that ends on, and includes, the date of the prospectus.  We refer you to
Instruction 7 to General Instruction I.B.6.

Exhibit Index

2. We n ote that you have submitted an application for confidential treatment relating to an
exhibit filed with your quarterly report on Form 10 -Q on November 8, 2016. Please be
advised that this application is being  processed and that we will not be in a position to

Uli Hacksell, Ph.D.
Cerecor  Inc.
November 18 , 2016
Page 2

 grant effectiveness to your registration statement until such time as the application has
completed processing and comments to it, if any, have been resolved .

3. We note that you indicate that your Statement of Eligibility of Trustee under the
Indenture will be filed by amendment or incorporated by reference to a report filed under
the Exchange Act. Please be advised that you should file this Form T -1 not with a post -
effective amendment or as incorporated by reference to an Exchange Act filing, but rather
under form type “305B2.” For guidance, please refer to Trust Indenture Act of 1939
Compliance & Disclosure Interpretatio n 206.01 , available on the Commission ’s website.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Scot Foley at (202) 551 -3383  or Mary Beth Breslin at (202) 551 -3625 with
any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Brent B. Siler , Esq.