December 20, 2024

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

       Re: ReShape Lifesciences Inc.
           Amendment No. 1 to Registration Statement on Form S-4
           Filed December 6, 2024
           File No. 333-282459
Dear Paul Hickey:

     We have reviewed your amended registration statement and have the
following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our October 31,
2024 letter.

Amendment No. 1 to Registration Statement on Form S-4
Cover Page

1.     We refer to prior comment 2. With reference to the disclosure on page
14, please
       revise the prospectus coverpage to highlight the equity percentage range
(between
       88.9% and 92.31%).
Q:What is the proposed Asset Sale?, page 1

2.     We note your response to prior comment 16. Please revise the Q&A to
explain that
       ReShape expects to use substantially all of the proceeds it received
from the Asset
       Sale to pay transaction expenses related to the Merger and Asset Sale
and ordinary
       course accounts payable. Similarly, revise the disclosure on page 118
concerning
       Maxim's valuation analysis to clarify why ReShape expects to only having
$1.5
 December 20, 2024
Page 2

       million in cash as opposed to $5.16 million or more at closing.
Q. What are the put-call option agreements to be entered into with certain
stockholders of
Vyome and Vyome India..., page 2

3.     We note your revised disclosure in response to prior comment 3. Revise
the disclosure
       at the bottom of page 2 to explain the "certain price" relating to the
combined
       company's call option. We also note that your beneficial ownership table
on page 267
       indicates that the two affiliated Navam entities hold approximately half
of the entitled
       shares (751,147). Please tell us whether any other Directors, Officers
or 5% holders
       beneficially own entitled shares that are subject to the put-call option
agreement,
       including shares underlying options.
The Merger
Background of Merger, page 105

4.     We note your response to prior comment 12. Please revise the January 23
entry to
       disclose the merger consideration and the plans for ReShape   s business
assets.
Opinion of ReShape's Financial Advisor - Maxim Group LLC, page 115

5.     We note your response to prior comment 15. We also note that your
disclosure
       continues to state that the Maxim opinion "was not prepared for ReShape
 s
       stockholders or any other person or entity, nor will it grant them any
rights or
       remedies." Please remove this statement or disclose the basis for
Maxim's belief that
       shareholders cannot rely on the opinion to support any claims against
Maxim arising
       under applicable state law (e.g., the inclusion of an express disclaimer
in Maxim   s
       engagement letter with the company). Describe any applicable state-law
authority
       regarding the availability of such a potential defense. In the absence
of applicable
       state-law authority, disclose that the availability of such a defense
will be resolved by
       a court of competent jurisdiction. Also disclose that resolution of the
question of the
       availability of such a defense will have no effect on the rights and
responsibilities of
       the board of directors under applicable state law. Further disclose that
the availability
       of such a state-law defense to Maxim would have no effect on the rights
and
       responsibilities of either Maxim or the board of directors under the
federal securities
       laws.
Certain U.S. Federal Income Tax Consequences, page 126

6.     With reference to prior comment 21, we note the revised disclosure on
page 126
       stating that there are no U.S. federal income tax consequences of the
Merger or Asset
       Sale to U.S. Holders of ReShape Shares. Please revise to provide a tax
opinion
       regarding these tax matters and consequences to the ReShape
shareholders. Refer to
       Regulation S-K, Item 601(b)(8).
U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Vyome
Shares,
page 128

7.     With reference to Exhibit 8.1, please revise to disclose that the
disclosure in the
       section constitutes the opinion of Sichenzia Ross Ference Carmel LLP, or
advise.
 December 20, 2024
Page 3

Our Programs, page 171

8.     We note your statement that the active agent in VT-1953 is approved by
the US-FDA
       (NDA#22-308) as an eye drop for the treatment of bacterial
conjunctivitis. We note
       that NDA#22-308 approved the drug Besivance for the treatment of
bacterial
       conjunctivitis. An FDA approval is for the drug as a whole for a
specific indication
       and not for a specific ingredient used in the formulation. As such,
please revise the
       statement that the active agent in VT-1953 is approved by the US-FDA.
9.     We note your revised disclosure in response to prior comment 24. Please
remove the
       disclosure indicating that mycophenolate has been reported to be
"clinically effective
       in unveitis." To the extent that you include the quotations from the
published third
       party studies, please provide context by disclosing in the same
paragraph, if true, that
       FDA has not approved mycophenolate or mycophenolate sodium to treat
patients
       with uveitis and that FDA would need to review clinical trial data in
order to
       determine that these drugs were safe and effective to treat uveitis.
Our Strategy, page 173

10.    We note your response to prior comment 25. Please also include a
discussion here and
       on page 175 stating that, to date, you have not had any meetings with
the FDA
       regarding Phase 3 trial protocols or regarding obtaining orphan drug
designation, as
       you do on page 62, and that although you plan to receive orphan drug
designation,
       there is no guarantee that such designation will be granted.
Vyome's differentiated development engine, page 174

11.    In your response letter, in response to prior comment 26 you state that
you have
       revised disclosure on page 174. We do not note any changes on page 174,
as such we
       reissue the comment. Please revise the last paragraph on page 174 to
avoid the
       implication that the FDA provides general approval for use of a
molecule.
Vyome's Product Portfolio, page 176

12.    We note that in response to prior comment 22 you state that you plan to
use
       approximately $2.75 million for continued research and development
towards
       regulatory work and pivotal trial of VT-1953. Please clarify if this
plan is for one or
       both indications of VT-1053.
13.    We note your response to prior comment 29. Please remove the MRT
Platform from
       the pipeline table because its inclusion indicates that the platform has
undergone
       clinical trials and received FDA approval. We would not object to a
separate table for
       OTC products provided it is clear that these OTC products are
out-licensed for sales in
       India.
Pre-Clinical Toxicity Studies, page 180

14.    We note your response to prior comment 31. Please revise to discuss the
significance
       of each Cmax, AUC, and Tmax value. Further, define CDLQI at first use.
15.    In response to prior comment 32 you state that Phase 1 studies are
typically performed
       on healthy volunteers and do not need to be performed on patients with
specific
 December 20, 2024
Page 4

       diseases for which it will be studied in pivotal studies. Please revise
to clarify
       whether the Phase 1 open-label, safety, tolerability and
pharmacokinetics study
       conducted on 12 patients with moderate to severe facial acne vulgaris
will serve as the
       Phase 1 data for your future NDA applications pertaining to the MFW
indication and
       the Inflammatory acne indication.
Commercialization, page 199

16.    In response to prior comment 39 you discuss the Development and
Licensing
       Agreement with Sun Pharma. We note that Vyome is entitled to "additional
sales
       linked milestone payments upon launch of the product based upon the
outcome of a
       clinical." Please quantify the additional milestone payments and discuss
the outcome
       of the clinical trial referenced.
4. Share Issuances, page 279

17.    You disclose that the $28,562 in the table on page 281 represents the
equity portion of
       the purchase price. Please provide a table breaking out the components
of the entire
       purchase price and clarify, if such is the case, that the $28,562 is
presented in
       thousands.
Unaudited Pro Forma Condensed Combined Financial Statements
5. Notes to Unaudited Pro Forma Condensed Combined Balance Sheet-Pro Forma
Adjustments, page 281

18.    Please separately disclose the amount of each adjustment included in
adjustment C on
       page 282.
       Please contact Gary Newberry at 202-551-3761 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-6262 with
any other
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Life
Sciences
cc:   Brett Hanson, Esq.