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                          August 30, 2023

       Paul F. Hickey
       President and Chief Executive Officer
       ReShape Lifesciences Inc.
       18 Technology Dr, Suite 110
       Irvine, California 92618

                                                        Re: ReShape
Lifesciences Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed August 25,
2023
                                                            File No. 333-274227

       Dear Paul F. Hickey:

              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 Margaret
Schwartz at 202-551-7153 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Industrial Applications and

                          Services
       cc:                                              Brett Hanson, Esq.