July 5, 2024

Erica Gessert
Chief Financial Officer
Upwork Inc.
475 Brannan Street, Suite 430
San Francisco, CA 94107

        Re: Upwork Inc.
            Form 10-K for the Fiscal Year Ended December 31, 2023
            Form 8-K furnished February 14, 2024
            Response dated July 1, 2024
            File No. 001-38678
Dear Erica Gessert:

       We have reviewed your July 1, 2024 response to our comment letter and
have the
following comment.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

        After reviewing your response to this letter, we may have additional
comments. Unless we
note otherwise, any references to prior comments are to comments in our June
14, 2024 letter.

Form 8-K Furnished February 14, 2024
Exhibit 99.1, page 15

1.     You indicate in response to prior comment 1 that the adjustment for
timing differences in
       the adjusted free cash flow measure of $34.5 million is equal to the
temporary cash
       outflow caused by timing differences between invoicing and payment
processing and
       collection. You also indicate that substantially all of the amount was
collected by the
       company within the first week of January 2024. Therefore, the adjusted
free cash flow
       measure appears to substitute an individually tailored cashflow
recognition method for
       those of GAAP. Please explain how you considered the guidance in
Question 100.04 of
       the non-GAAP C&DIs, or alternatively, revise to remove the measure.
 July 5, 2024
Page 2

       Please contact Chen Chen at 202-551-7351 or Melissa Kindelan at
202-551-3564 if you
have any questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Technology
cc:   Brian Levey