February 2, 2023




Securities and Exchange Commission 

Division of Corporation Finance 

Office of Industrial Applications and Services 

100 F Street, NE 

Washington, DC 20549 

Attn: Abby Adams



ReShape Lifesciences Inc. 

Registration Statement on Form S-1 

Filed January 12, 2023 

File No. 333-269207


Ladies and Gentlemen:


ReShape Lifesciences Inc. hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the two letters that were filed under the submission type Form RW on February 2, 2023 with respect to the above-referenced registration statement, with such withdrawal to be effective immediately. While the substance of those filings, which were to withdraw the Company’s request to accelerate the effectiveness of the above-referenced registration statement, was correct, the filings were incorrectly labeled as a Form RW and should have been submitted as correspondence to the Commission. To be clear, the Company is not requesting to withdraw the above registration statement, merely the two Form RWs that were incorrectly tagged.


If you have any questions regarding this letter, please contact Brett Hanson, Fox Rothschild LLP, at (612) 607-7330.


Very truly yours,


/s/ Paul F. Hickey


Paul F. Hickey

President and Chief Executive Officer