February 7, 2019

Joe Miller
Chief Financial Officer
Cerecor Inc.
400 E. Pratt Street, Suite 606
Baltimore, Maryland 21202

       Re: Cerecor Inc.
           Registration Statement on Form S-3
           Filed January 17, 2019
           File No. 333-229283

Dear Mr. Miller:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

       Please contact Todd Schiffman at 202-551-3491 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Healthcare & Insurance