United States securities and exchange commission logo

                         January 20, 2023

       Paul F. Hickey
       President and Chief Executive Officer
       ReShape Lifesciences Inc.
       1001 Calle Amanecer
       San Clemente, California 92673

                                                        Re: ReShape
Lifesciences Inc.
Statement on Form S-1
                                                            Filed January 12,
                                                            File No. 333-269207

       Dear Paul F. Hickey:

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

               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 Abby
Adams at (202) 551-6902 with any questions.


                         Division of Corporation Finance

                         Office of Industrial Applications and

       cc:                                              Brett R. Hanson, Esq.