September 11, 2018

Jennifer K. Simpson, Ph.D.
Chief Executive Officer
Delcath Systems, Inc.
1633 Broadway, Suite 22C
New York, NY 10019

       Re: Delcath Systems, Inc.
           Registration Statement on Form S-1
           Filed August 15, 2018
           File No. 333-226852

Dear Dr. Simpson:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.

Registration Statement on Form S-1 filed August 15, 2015

Fee table, page i

1.     We note from footnote 2 to your fee table that you are registering for
resale
       an indeterminate number of shares and from the disclosure on the
prospectus cover page
       that your prospectus relates to the offer and sale of up to 3,298,516
(based upon a closing
       price of $1.819 per share on August 10, 2018) shares of your common
stock. Please note
       that you may not rely on Rule 416 of the Securities Act to register for
resale an
       indeterminate number of shares of common stock that you may issue under
a conversion
       formula based on fluctuating market prices or otherwise. Revise your
filing to register for
       resale the maximum number of shares that you think you may issue upon
exercise of the
 Jennifer K. Simpson, Ph.D.
Delcath Systems, Inc.
September 11, 2018
Page 2
      warrants, based on a good-faith estimate and, if the estimate turns out
to be insufficient,
      the company must file a new registration statement to register the
additional shares for
      resale. Please refer to the Division s Compliance and Disclosure
Interpretations Securities
      Act Rules Question 213.02, which can be found on the Commission s web
site, for further
      guidance.
June 2018 Private Placement, page 80

2.    We note your disclosure in the last sentence of this section that the
company entered into a
      second securities purchase agreement with Discover Fund, LLC for the
remaining
      $1.6 million in notes and warrants offered under the original SPA, except
that this
      purchase and sale was made in a transaction exempt from registration
under Rule 144.
      Please reconcile this disclosure with your Form 8-K filed on July 26,
2018 indicating that
      the transaction was exempt pursuant to 4(2) of the Securities Act and
Rule 506(b).
Item 17. Undertakings, page II-8

3.    Please tell us why the first and the last undertakings in this Item are
appropriate for your
      filing or revise your undertakings as appropriate.
4.    Please include the undertakings required by Regulation S-K 512(a).
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Tim Buchmiller, staff attorney, at (202) 551-3635 or
Daniel Morris,
Special Counsel, at (202) 551-3314 with any questions.



                                                             Sincerely,
FirstName LastNameJennifer K. Simpson, Ph.D.
                                                             Division of
Corporation Finance
Comapany NameDelcath Systems, Inc.
                                                             Office of
Electronics and Machinery
September 11, 2018 Page 2
cc:       Jolie Kahn, Esq.
FirstName LastName