September 11, 2019

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

       Re: Delcath Systems, Inc.
           Registration Statement on Form S-1
           Filed August 21, 2019
           File No. 333-233396

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.

Form S-1 filed August 21, 2019

Cover Page

1.     Given the nature and size of the transaction being registered, advise
the staff of the
       company's basis for determining that the transaction is appropriately
characterized as a
       transaction that is eligible to be made on a shelf basis under Rule
415(a)(1)(i). For
       guidance, please see the Division of Corporation Finance's Securities
Act Forms
       Compliance and Disclosure Interpretation Question 214.02 available on
the Commission's
       website.
 Jennifer K. Simpson
Delcath Systems, Inc.
September 11, 2019
Page 2
The Company has a history of reverse splits..., page 28

2.     We note your disclosure here and on pages 56, 60 and 97 that you are
incorporating
       certain information into your prospectus by reference. Please provide us
your analysis
       that led you to conclude that you are eligible to incorporate by
reference as you have
       done.
Exhibits, page II-9

3.     Please ensure that you have filed your complete certificate of
incorporation as amended to
       date. In this regard, we note that exhibit 3.4 does not appear to
authorize your Board of
       Directors to designate series of preferred stock; however, we note that
your exhibit index
       also includes Certificates of Designations of preferred stock which
appear to reflect that
       your board has designated series of preferred stock. Please include in
your response the
       date that you filed a proxy statement related to any shareholder vote
amending exhibit 3.4
       to authorize preferred stock.
Undertakings, page II-10

4.     Please provide the undertaking required by Item 512(a)(2) of Regulation
S-K.
        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 Russell Mancuso, Branch Chief, at 202-551-3617 with any
questions.



                                                            Sincerely,
FirstName LastNameJennifer K. Simpson
                                                            Division of
Corporation Finance
Comapany NameDelcath Systems, Inc.
                                                            Office of
Electronics and Machinery
September 11, 2019 Page 2
cc:       Michele F. Vaillant, Esq.
FirstName LastName