SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

 [x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

     For the quarterly period ended June 30, 2003

[ ]  Transition report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

     For the transition period from               to
                                   ---------------  ---------------

                        Commission file number: 001-16133

                              DELCATH SYSTEMS, INC.
   -------------------------------------------------------------------------

        (Exact Name of Small Business Issuer as Specified in Its Charter)

           Delaware                                       06-1245881
----------------------------------           ----------------------------------

(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                       Identification No.)

                1100 Summer Street, 3rd Floor, Stamford, CT 06905
                     --------------------------------------
                    (Address of Principal Executive Offices)

                                 (203) 323-8668
                     --------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                                       N/A
    -------------------------------------------------------------------------
   (Former Name, Former Address and Former Fiscal Year, if Changed Since Last
                                    Report)


As of July 21, 2003, there were 9,669,492 shares of the Issuer's common stock,
$.01 par value, issued and outstanding.

Transitional Small Business Disclosure Format (check one):  Yes       No   X
                                                                -----    -----







                              DELCATH SYSTEMS, INC.

                                      Index


                                                                       Page No.
                                                                       --------

Part I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements (Unaudited)

Balance Sheet- June 30, 2003................................................3

Statements of Operations for the Three and Six Months Ended.................4
  June 30, 2003 and 2002 and Cumulative from Inception
  (August 5, 1988) to June 30, 2003

Statements of Cash Flows for the Three and Six Months Ended.................5
  June 30, 2003 and 2002 and Cumulative from Inception
  (August 5, 1988) to June 30, 2003

Notes to Condensed Financial Statements.....................................6

Item 2. Management's Discussion and Analysis or
        Plan of Operation...................................................9

Item 3. Controls and Procedures............................................11

Part II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds..........................11

Item 4. Submission of Matters to a Vote of Security Holders................12

Item 6. Exhibits and Reports on Form 8-K...................................13

Signatures.................................................................14

Certification by Chief Executive Officer...................................15
Certification by Chief Financial Officer...................................17


                                        2





                              Delcath Systems, Inc.
                             Condensed Balance Sheet
                                   (Unaudited)
                                  June 30, 2003


                                                                      June 30,
                           Assets                                       2003
                                                                   -------------

Current assets:
     Cash and cash equivalents .................................   $  1,666,261
     Certificate of deposit ....................................      2,000,000
     Interest receivable .......................................            961
     Prepaid insurance .........................................         35,582
                                                                   ------------
                      Total current assets .....................      3,702,804

Furniture and fixtures, net ....................................         16,283
Due from affiliate .............................................         24,000
                                                                   ------------

                      Total assets .............................   $  3,743,087
                                                                   ============

         Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable and accrued expenses .....................   $    422,921
                                                                   ------------
                      Total current liabilities ................        422,921
                                                                   ------------


Stockholders' equity
     Common stock ..............................................         96,695
     Additional paid-in capital ................................     21,744,532
     Deficit accumulated during development stage ..............    (18,521,061)
                                                                   ------------

                      Total stockholders' equity ...............      3,320,166
                                                                   ------------

                      Total liabilities and stockholders' equity   $  3,743,087
                                                                   ============

See accompanying notes to financial statements


                                        3







                              Delcath Systems, Inc.
                       Condensed Statements of Operations
                                   (Unaudited)



                                                                                                            Cumulative
                                                                                                          From Inception
                                                Three Months Ended               Six Months Ended        (August 5, 1988)
                                                      June 30,                        June 30,                   to
                                                2003           2002             2003           2002        June 30, 2003
                                           ----------------------------    ----------------------------    -------------


Costs and expenses:

                                                                                            
   General and administrative expenses     $    184,355    $    166,067    $    421,788    $    462,398    $  5,725,097
   Research and development costs ......        359,177         257,710         660,006         560,176      12,070,887
                                           ------------    ------------    ------------    ------------    ------------

     Total costs and expenses ..........        543,532         423,777       1,081,794       1,022,574      17,795,984
                                           ------------    ------------    ------------    ------------    ------------

     Operating loss ....................       (543,532)       (423,777)     (1,081,794)     (1,022,574)    (17,795,984)

   Interest income .....................          6,917          24,838          14,538          48,696         945,001
   Interest expense ....................           --              --              --              --          (171,473)
                                           ------------    ------------    ------------    ------------    ------------

     Net loss ..........................   $   (536,615)   $   (398,939)   $ (1,067,256)   $   (973,878)   $(17,022,456)
                                           ============    ============    ============    ============    ============

Common share data:
   Basic and diluted loss per share ....   $      (0.09)   $      (0.10)   $      (0.21)   $      (0.24)
                                           ============    ============    ============    ============


Weighted average number of shares of
     common stock outstanding...........      6,141,455       4,146,997       5,135,763       4,025,407
                                           ============    ============    ============    ============




See accompanying notes to financial statements



















                                        4





                              DELCATH SYSTEMS, INC.
                          (A Development Stage Company)
                       Condensed Statements of Cash Flows
                                   (Unaudited)


                                                                                          Cumulative
                                                              Six Months Ended          from inception
                                                                   June 30,            (August 5, 1988)
                                                             2003           2002       to June 30, 2003
                                                        ----------------------------   ----------------

Cash flows from operating activities:
                                                                               
   Net loss .........................................   $ (1,067,256)   $   (973,878)   $(17,022,456)
   Adjustments to reconcile net
     loss to net cash used in operating activities
     Stock option compensation expense ..............           --              --         2,520,170
     Stock and warrant compensation expense .........           --              --           236,286
     Depreciation expense ...........................          2,496           3,468          23,670
     Amortization of organization costs .............           --              --            42,165
Changes in assets and liabilities:
   Decrease (increase) in prepaid expenses ..........         61,001          44,000         (35,582)
   Decrease (increase) in interest receivable .......          4,445             967            (961)
   Due from affiliate ...............................           --              --           (24,000)
   Increase (decrease) in accounts
     payable and accrued expenses ...................        247,751        (599,490)        422,921
                                                        ------------    ------------    ------------
         Net cash used in operating activities ......       (751,563)     (1,524,933)    (13,837,787)
                                                        ------------    ------------    ------------

Cash flows from investing activities:
   Purchase of furniture and fixtures ...............         (5,029)         (2,932)        (39,953)
   Purchase of short-term investments ...............     (2,000,000)     (1,590,261)     (4,900,000)
   Proceeds from maturities of short-term investments        370,000            --         2,900,000
   Organization costs ...............................           --              --           (42,165)
                                                        ------------    ------------    ------------
                  Net cash used in
                  investing activities ..............     (1,635,029)     (1,593,193)     (2,082,118)
                                                        ------------    ------------    ------------

Cash flows from financing activities:
   Deferred costs in connection with a proposed
     financing transaction ..........................        238,571            --              --
Net proceeds from sale of stock and
     exercise of stock options and warrants .........      2,750,632         267,500      16,431,840
Repurchases of outstanding common stock .............           --              --           (51,103)
Dividends paid ......................................           --              --          (499,535)
Proceeds from short-term borrowings .................           --              --         1,704,964
                                                        ------------    ------------    ------------
                  Net cash provided by
                  financing activities ..............      2,989,203         267,500      17,586,166
                                                        ------------    ------------    ------------

     Increase (decrease) in cash and cash equivalents        602,611      (2,850,626)      1,666,261

Cash and cash equivalents at beginning of period ....      1,063,650       3,295,300            --
                                                        ------------    ------------    ------------

Cash and cash equivalents at end of period ..........   $  1,666,261    $    444,674    $  1,666,261
                                                        ============    ============    ============

   Cash paid for interest ...........................   $       --      $       --      $    171,473
                                                        ============    ============    ============

   Supplemental disclosure of non-cash activities:
   Conversion of debt to common stock ...............   $       --      $       --      $  1,704,964
                                                        ============    ============    ============
   Common stock issued for preferred stock dividends    $       --      $       --      $    999,070
                                                        ============    ============    ============
   Conversion of preferred stock to common stock ....   $       --      $       --      $     24,167
                                                        ============    ============    ============
   Common stock issued as compensation
     for stock sale .................................   $       --      $       --      $    510,000
                                                        ============    ============    ============
   Common stock, options and warrants issued as
     compensation for consulting services ...........   $       --      $       --      $    236,286
                                                        ============    ============    ============


See accompanying notes to financial statements


                                        5












                              Delcath Systems Inc.
                          (A Development Stage Company)

                     Notes to Condensed Financial Statements

Note 1:    Description of Business

Delcath  Systems,  Inc. (the "Company") is a development  stage company that was
founded in 1988 for the purpose of developing  and marketing a proprietary  drug
delivery  system capable of introducing  and removing high doses of chemotherapy
agents to a diseased organ while greatly inhibiting their entry into the general
circulation  system.  It is hoped that the procedure will result in a meaningful
treatment   for  cancer.   In  November   1989,   the  Company  was  granted  an
Investigational  Device Exemption and an Investigational New Drug status for its
product by the Food and Drug Administration  ("FDA").  The Company is seeking to
complete clinical trials in order to obtain FDA pre-market  approval for the use
of its  delivery  system  using  doxorubicin,  a  chemotherapy  agent,  to treat
malignant melanoma that has spread to the liver.

Note 2:    Basis of Presentation

The  accompanying  financial  statements are unaudited and have been prepared by
the Company in accordance with accounting  principles  generally accepted in the
United States of America.  Certain information and footnote disclosures normally
included in the Company's  annual  financial  statements  have been condensed or
omitted. The interim financial statements, in the opinion of management, reflect
all adjustments  (consisting of normal recurring  accruals) necessary for a fair
statement  of the results for the interim  periods  ended June 30, 2003 and 2002
and cumulative from inception (August 5, 1988) to June 30, 2003.

The results of operations for the interim periods are not necessarily indicative
of the results of operations  to be expected for the fiscal year.  These interim
financial  statements  should be read in conjunction with the audited  financial
statements  and notes  thereto for the year ended  December 31, 2002,  which are
contained  in the  Company's  Annual  Report on Form  10-KSB  for the year ended
December 31, 2002 as filed with the Securities and Exchange Commission.

Note 3:    Research and Development Costs

Research  and  development  costs  include  the costs of  materials,  personnel,
outside  services and  applicable  indirect costs incurred in development of the
Company's  proprietary  drug  delivery  system.  All such  costs are  charged to
expense when incurred.


                                       6





Note 4:    Reclassifications

Reclassifications   have  been  made  to  reflect  cost  and  expense  accounts,
particularly research and development, on a functional basis for 2002 and prior,
which is consistent with the Company's current presentation.

Note 5:     Sale of Common Stock and Warrants

On May 20,  2003,  the  Company  completed  the  sale of  677,419  units  of its
securities  at a selling  price of $3.10 per unit.  Each unit  consisted of five
shares of common stock and five warrants (the "2003  Warrants") each to purchase
one share of common stock. The 2003 Warrants are exercisable at $0.775, and they
expire on May 20,  2008.  A total of  3,387,095  shares of common stock and 2003
Warrants  each  were  issued,   and  the  Company  received  gross  proceeds  of
$2,099,999.  In  addition,  the Company  granted the  underwriters  an option to
purchase up to an aggregate of an additional  15% of the total units sold in the
public offering.  On June 10, 2003 the  underwriters  exercised their option for
the full allotment of additional units, and the Company issued 508,060 shares of
its  common  stock and 2003  Warrants  each,  and  received  gross  proceeds  of
$314,997.  The Company  received $68 for granting the  underwriters an option to
purchase until May 14, 2008,  67,741 units at 165% of the offering  price.  As a
result of the foregoing, the Company received $2,415,064 of proceeds ($1,517,666
after underwriting fees and other expenses).

As of June 30, 2003,  the Company has received  $1,232,966  of net proceeds from
the exercise of 2003  Warrants for which it has issued  1,655,440  shares of its
common stock.

The following  table sets forth changes in  stockholders'  equity since December
31, 2002:



                                   Common Stock, $.01 Par Value
                                            Outstanding                              Deficit Accumulated
                                   -----------------------------     Additional      During
                                    No. of shares        Amount    Paid in Capital   Development Stage     Total
                                    -------------        ------    ---------------   -----------------     -----


                                                                                        
Balance at December 31, 2002         4,118,897           41,189       19,049,406      (17,453,805)     $  1,636,790

Sale of Stock May 20, 2003 ..        3,895,155           38,952        1,478,646             --           1,517,598
including underwriter's
exercise of overallotment
option, net of related costs
Proceeds from sale of .......             --               --                 68             --                  68
underwriters' unit option
Exercise of 2003 Warrants ...        1,655,440           16,554        1,216,412             --           1,232,966
Net loss for six months ended
      June 30, 2003 .........             --               --               --         (1,067,256)       (1,067,256)
                                  ------------     ------------     ------------     ------------      ------------
Balance at June 30, 2003 ....        9,669,492     $     96,695     $ 21,744,532     $(18,521,061)     $  3,320,166


Note 6:    Stock Option Plan

The Company has  historically  accounted for its employee  stock option plans in
accordance  with the provisions of Accounting  Principles  Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations.
As such,  compensation  expense  is  recorded  on the date of grant  only if the
current fair market value of the underlying stock exceeds the exercise price.

Statement of Financial  Accounting  Standards ("SFAS") No. 123,  "Accounting for
Stock-Based  Compensation"  permits  entities to  recognize  as expense over the
vesting  period the fair value of all  stock-based  awards on the date of grant.
Alternatively,  SFAS No.  123 also  allows  entities  to  continue  to apply the
provisions of APB

                                        7




date of grant.  Alternatively,  SFAS No. 123 also allows entities to continue to
apply the  provisions  of APB  Opinion  No. 25 and  provide pro forma net income
(loss) and pro forma earnings  (loss) per share  disclosures  for employee stock
option grants as if the fair-value-based method defined in SFAS No. 123 had been
applied.  The Company has  elected to  continue to apply the  provisions  of APB
Opinion No. 25 and provide the pro forma disclosure required by of SFAS No. 123.

Had  compensation  cost for the Company's  stock option  grants been  determined
based on the fair value at the grant dates  consistent  with the  methodology of
SFAS No. 123, the  Company's  net loss and net loss per share for the six months
ended June 30, 2003 and 2002 would have been  increased to the pro forma amounts
indicated as follows:






                                   Three Months Ended June, 30,      Six Months Ended June, 30,
                                   ----------------------------      --------------------------
                                       2003              2002           2003              2002
                                       ----              ----           ----              ----
                                                                         
Net loss, as reported .......     $  (536,615)     $  (398,939)     $(1,067,256)     $  (973,878)
Stock-based employee
compensation expense included
in net loss, net of related
tax effects .................               0                0                0                0
Stock-based employee
compensation determined under
the fair value based method,
net of related tax effects ..         (14,432)          (8,638)         (31,410)         (17,277)
                                  -----------      -----------      -----------      -----------
Pro forma net loss ..........        (551,047)        (407,577)      (1,098,666)        (991,155)
Loss per share (basic and
diluted):
   As reported ..............     $     (0.09)     $     (0.10)     $     (0.21)     $     (0.24)
   Pro forma ................     $     (0.09)     $     (0.10)     $     (0.21)     $     (0.25)






                                        8



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         (a)      Plan of Operation

                           FORWARD LOOKING STATEMENTS

This report  contains  forward-looking  statements  which are subject to certain
risks and uncertainties  that can cause actual results to differ materially from
those described.  Factors that may cause such differences  include,  but are not
limited to, uncertainties relating to our ability to successfully complete Phase
III  clinical  trials and secure  regulatory  approval  of any of our current or
future drug-delivery  systems and uncertainties  regarding our ability to obtain
financial   and   other   resources   for   our   research,    development   and
commercialization activities. These factors, and others, are discussed from time
to time in the Company's  filings with the Securities  and Exchange  Commission.
You should not place undue reliance on these forward-looking  statements,  which
speak only as of the date they are made.  We undertake no obligation to publicly
update  or  revise  these  forward-looking   statements  to  reflect  events  or
circumstances after the date they are made.

                                    OVERVIEW

Since our founding in 1988 by a team of  physicians,  we have been a development
stage company engaged primarily in developing and testing the Delcath system for
the treatment of liver cancer. A substantial  portion of our historical expenses
have been for the development of our medical device,  the clinical trials of our
product and the vigorous pursuit of patents worldwide,  which now total nine. We
expect to continue to incur  significant  losses from  expenditures  for product
development,   clinical  studies,   securing  patents,   regulatory  activities,
manufacturing  and establishment of a sales and marketing  organization  without
any  significant  revenues.  A  detailed  description  of the cash  used to fund
historical  operations  is included in the  financial  statements  and the notes
thereto.  Without an FDA-approved product and commercial sales, we will continue
to be dependent upon existing cash and the sale of equity or debt to fund future
activities. While the amount of future net losses and the time required to reach
profitability  are uncertain,  our ability to generate  significant  revenue and
become profitable will depend on our success in commercializing our device.

During 2001,  Delcath  initiated  the clinical  trial of the system for isolated
liver perfusion using the chemotherapy  agent,  melphalan.  The Phase I clinical
trial at the  National  Cancer  Institute  ("NCI")  marked an  expansion  in the
potential labeled usage beyond  doxorubicin,  the chemotherapy agent used in our
initial clinical trials.

In June 2003, we reported that the NCI researchers using our technology achieved
anti-tumor  activity in 75 per cent (six of eight) of subjects  with  inoperable
metastatic  liver  cancers  that  began as ocular  melanoma.  The  results  were
excerpted  from a  presentation  made by the  project's  principal and associate
investigator  at the NCI to the  American  Society of  Clinical  Oncology at its
annual meeting on June 1.

Overall,  eighteen  patients have been  evaluated in the study. A full forty per
cent  (four of ten) of  patients  with  some  form of  metastatic  liver  cancer
experienced   either  anti-tumor   activity  or  clinically   significant  tumor
reductions.  Three  patients  are  still  on  treatment,  and  have not yet been
evaluated. The findings showed that melphalan can be used much more aggressively
than originally  thought,  and investigators  reported  encouraging  efficacy at
higher dose levels. There were no unmanageable  toxicities reported.  We believe
that the NCI's results  follow and in some cases  improve on the tumor  response
trends  experienced  in early  Phase I and II studies  using  doxorubicin  at MD
Anderson and Yale Medical School.

Enrollment of new patients by the NCI in the Phase I trial will continue further
into 2003.

                                        9




NCI is  currently  preparing a clinical  trial  protocol for a Phase II trial of
melphalan,  based on the data collected in the Phase I study. Enrollment in this
Phase II study is expected to begin before the end of this year.

We are finalizing  arrangements  with the Sydney Melanoma Unit of the University
of Sydney,  Sydney Cancer Centre to proceed with recruiting patients for a Phase
III study of the Delcath drug delivery  system using  doxorubicin for inoperable
cancer in the liver.

Over the next 12 months,  we expect to  continue to incur  substantial  expenses
related to the research and development of our  technology,  including Phase III
clinical  trials using  doxorubicin  with the Delcath  system and Phase I and II
clinical trials using melphalan with the Delcath system.  Additional funds, when
available,  will be committed to pre-clinical and clinical trials for the use of
other  chemotherapy  agents with the Delcath  system for the  treatment of liver
cancer, and the development of additional products and components.

Liquidity and Capital Resources
-------------------------------

We stated in our Annual  Report on Form 10-KSB for the year ended  December  31,
2002 that,  without  raising  any  additional  funds,  we  anticipated  that our
available  funds would be sufficient to meet our  anticipated  needs for working
capital and capital  expenditures through at least the next 12 months. The funds
we raised in our common stock offering that closed in May,  discussed below, was
less than we originally planned.  Therefore, the Company intends to make efforts
to raise additional  funds in the next 12 months.  The Company is not projecting
any capital  expenditures that will significantly affect the Company's liquidity
during the next 12 months unless we raise  additional  funds.  Our cash and cash
equivalents and certificates of deposit balance at June 30, 2003 was $3,666,261.

Our future liquidity and capital  requirements  will depend on numerous factors,
including  the progress of our research and product  development  programs,  the
success  or  failure  of our  clinical  studies,  the timing and costs of making
various United States and foreign regulatory  filings,  obtaining  approvals and
complying   with   regulations,   the  timing  and   effectiveness   of  product
commercialization  activities  including marketing  arrangements  overseas,  the
timing and costs  involved in  preparing,  filing,  prosecuting,  defending  and
enforcing intellectual property rights and the effect of competing technological
and market developments.

Our future results are subject to substantial risks and  uncertainties.  We have
operated at a loss for our entire  history and we may never  achieve  consistent
profitability.  We had working capital at June 30, 2003 of $3,279,883. We expect
to require additional working capital in the future and such working capital may
not be  available  on  acceptable  terms,  if at all. In  addition,  we may need
additional capital in the future to fully implement our business strategy.

In May 2003, we issued  3,387,095  shares of common stock and an equal number of
2003 Warrants upon the closing of an underwritten public offering. In June 2003,
we issued an  additional  508,060  shares of common stock and an equal number of
2003 Warrants upon exercise in full of the  overallotment  option we had granted
to the  underwriters.  During June 2003,  1,655,440  of the 2003  Warrants  were
exercised.  As a result of the issuances and exercises, we received net proceeds
of approximately $2.8 million. We plan to use the net proceeds to fund, in part,
the Phase III clinical trial using  doxorubicin  and the Phase II clinical trial
at The National Cancer  Institute using  melphalan.  We also anticipate  using a
portion of the net proceeds to hire an additional employee.

Application of Critical Accounting Policies
-------------------------------------------

The  Company's  financial  statements  have been  prepared  in  accordance  with
accounting  principles  generally  accepted  in the  United  States of  America.
Certain accounting policies have a significant impact on amounts

                                       10




reported in the financial statements.  A summary of those significant accounting
policies can be found in Note 1 to the Company's  financial  statements included
in the Company's 2002 Annual Report on Form 10-KSB.  The Company has not adopted
any  significant  new accounting  policies  during the six months ended June 30,
2003,  but has  reclassified  its  Statements  of Operations to reflect cost and
expense accounts on a functional basis for 2002 and prior.

         (b)  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations

                   Not Applicable.

ITEM 3.  CONTROLS AND PROCEDURES

Based on an  evaluation  of the  Company's  disclosure  controls and  procedures
performed  by the  Company's  Chief  Executive  Officer and its Chief  Financial
Officer  within  90 days of the  filing  of this  report,  the  Company's  Chief
Executive  Officer and its Chief Financial  Officer concluded that the Company's
disclosure controls and procedures have been effective.

As used herein,  "disclosure  controls and procedures"  means controls and other
procedures of the Company that are designed to ensure that information  required
to be disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act is recorded,  processed,  summarized and reported within
the time periods  specified in the rules and forms issued by the  Securities and
Exchange  Commission.   Disclosure  controls  and  procedures  include,  without
limitation, controls and procedures designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the
Securities  Exchange  Act is  accumulated  and  communicated  to  the  Company's
management,  including  its  principal  executive  officer or  officers  and its
principal   financial  officer  or  officers,   or  persons  performing  similar
functions,   as  appropriate  to  allow  timely  decisions   regarding  required
disclosure.

Since the date of the  evaluation  described  above,  there were no  significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly  affect these controls,  and there were no corrective actions with
regard to significant deficiencies and material weaknesses.

                                     PART II
                                OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

(a) - (c) Not applicable.

(d) Use of Proceeds.  The effective  date of our first  registration  statement,
filed on Form SB-2 under the Securities Act of 1933 (No.  333-39470) relating to
our initial  public  offering of our Common  Stock,  was October 19,  2000.  Net
proceeds to Delcath were  approximately  $5.4 million.  From the time of receipt
through June 30, 2003,  all of the net proceeds  have been  expended as shown in
the table below.

                                       11







                                                                                        Actual through
                                                                                        June 30, 2003
                                                                                        -------------

                                                                                          
Research and development:
         Phase III clinical trials using the Delcath system with doxorubicin                 $2,274,000
         Phase I clinical trials using the Delcath system with melphalan                     $1,276,000
         Product development costs                                                               $9,000
         Research and development stage clinical trials for other chemotherapy                  $78,000
           Agents
Repayment of indebtedness                                                                      $270,000
Working capital, equity raising and general corporate purposes                               $1,464,000
Total                                                                                        $5,371,000



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         On  June  4,  2003,  the  Company  held  its  2003  Annual  Meeting  of
Stockholders.  At the  meeting,  the  stockholders  voted  to  elect  Class  III
directors of the Company to hold office until the Annual Meeting of Stockholders
in 2006 and until their  successors are elected and qualified.  The stockholders
voted  3,326,264  shares in favor of  electing  each of Mark A.  Corigliano  and
Victor Nevins to serve as Class III directors and withheld the authority to vote
1,500  shares.  The term of office for Daniel  Isdaner will  continue  until the
Annual  Meeting of  Stockholders  in 2004.  The term of office for each of M. S.
Koly and Samuel  Herschkowitz,  M. D. will continue  until the Annual Meeting of
Stockholders   in  2005.   No  other  matter  was  submitted  for  vote  by  the
stockholders.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits.

         99.1       Certification  of Chief  Executive  Officer  Pursuant  to 18
                    U.S.C.  Section  1350 as Adopted  Pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.

         99.2       Certification  of Chief  Financial  Officer  Pursuant  to 18
                    U.S.C.  Section  1350 as Adopted  Pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K.

     The  Company  filed a  Current  Report on Form  8-K,  dated  May 20,  2003,
     responding to Item 5 and issuing pro forma stockholders'  equity numbers as
     of March 31, 2003, upon the closing of an  underwritten  public offering of
     the  Company's  securities,  in the form of units,  as if such proceeds had
     been received as of March 31, 2003.


                                       12



                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly authorized.



                                    DELCATH SYSTEMS, INC.
                                    (Registrant)

Date: July 30, 2003

                                    /s/ Thomas S. Grogan
                                    -------------------------------------------
                                    Thomas S. Grogan
                                    Chief Financial Officer (on behalf of the
                                    registrant and as the principal financial
                                    and accounting officer of the registrant)



                                       13




                                  CERTIFICATION
                           BY CHIEF EXECUTIVE OFFICER
                             PURSUANT TO RULE 13a-14

         I, M. S. Koly, certify that:

         1. I have  reviewed  this  quarterly  report on Form  10-QSB of DELCATH
SYSTEMS, INC.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's  other certifying officer and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

             (a) designed such disclosure controls and procedures to ensure that
material  information  relating to the  registrant is made known to us by others
within the  registrant,  particularly  during the period in which this quarterly
report is being prepared;

             (b)  evaluated the  effectiveness  of the  registrant's  disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

             (c) presented in this quarterly  report our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officer and I have  disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

             (a) all  significant  deficiencies  in the design or  operation  of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

             (b) any fraud, whether or not material, that involves management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other  certifying  officer and I have indicated in
this  quarterly  report whether there were any  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: July 25, 2003


                                                /s/ M.S. Koly
                                                --------------------------------
                                                M. S. Koly
                                                Chief Executive Officer
                                                (Principal executive officer)

                                       14





                                  CERTIFICATION
                           BY CHIEF FINANCIAL OFFICER
                             PURSUANT TO RULE 13a-14

         I, Thomas S. Grogan, certify that:

         1. I have  reviewed  this  quarterly  report on Form  10-QSB of DELCATH
SYSTEMS, INC.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's  other certifying officer and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

             (a) designed such disclosure controls and procedures to ensure that
material  information  relating to the  registrant is made known to us by others
within the  registrant,  particularly  during the period in which this quarterly
report is being prepared;

             (b)  evaluated the  effectiveness  of the  registrant's  disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

             (c) presented in this quarterly  report our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officer and I have  disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

             (a) all  significant  deficiencies  in the design or  operation  of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

             (b) any fraud, whether or not material, that involves management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls: and

         6. The registrant's  other  certifying  officer and I have indicated in
this  quarterly  report whether there were any  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: July 25, 2003


                                                /s/ Thomas S. Grogan
                                                --------------------------------
                                                Thomas S. Grogan
                                                Chief Financial Officer
                                                (Principal financial officer)

                                       15



                                 EXHIBIT INDEX



         No.                                Description
         ---                                -----------

         99.1       Certification  of Chief  Executive  Officer  Pursuant  to 18
                    U.S.C.  Section  1350 as Adopted  Pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.

         99.2       Certification  of Chief  Financial  Officer  Pursuant  to 18
                    U.S.C.  Section  1350 as Adopted  Pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.