July 25, 2018

Brian Kinion
Chief Financial Officer
Upwork Inc.
441 Logue Avenue
Mountain View, California 94043

       Re: Upwork Inc.
           Amendment No. 1 to
           Draft Registration Statement on Form S-1
           Filed July 11, 2018
           CIK No. 0001627475

Dear Mr. Kinion:

      We have reviewed your amended draft registration statement and have the
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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Registration Statement on Form S-1, Amendment No. 1

"As a result of becoming a public company...", page 37

1.     We have read your response and revision related to comment 6 in our
letter dated June 29,
       2018. As previously requested, please disclose the number of qualified
       employees you had during the periods impacted by the material weakness,
as well as the
       additional accounting employees that you estimate are required. Please
explain your basis
       for your statement that the material weakness did not impact your
accounting for business
 Brian Kinion
FirstName LastNameBrian Kinion
Upwork Inc.
Comapany NameUpwork Inc.
July 25, 2018
July 25, 2018 Page 2
Page 2
FirstName LastName
Management's Discussion and Analysis, page 61

2.       We note your response to comment 1 in our letter dated June 29, 2018 .
Please disclose
         any relevant metrics that you use to track your retention rate with
respect to freelancers
         and explain any material variances. In this regard, we note the
disclosure on page 7 about
         the impact of recurring platform use by freelancers on your revenue
3.       Please expand your revised disclosure on page 71 to also quantify the
number of projects
         that generated revenue in 2016 vs. 2017 so that readers can assess the
extent to which this
         variance impacted your growth in revenue and GSV. In this regard, we
note the disclosure
         on page 61 that there were 1.8 million projects in 2017. Also, please
quantify the 2017
         increase in payment processing and administrative fee income so that
readers can
         understand the impact that this revenue source had on your marketplace
revenue variance.
         We note the $3.6 million increase in payment processing fee expenses
disclosed on page
         72. Revise also the revenue source disclosures on page F-39 to
distinguish between the
         service fees received from freelancers and the payment processing and
administrative fees
         received from clients. See ASC 280-10-50-40.
Client Spend Retention, page 65

4.       Based on your response to comment 7 in our letter dated June 29, 2018,
it appears that
         there may be a significant disparity between your reported 99% "Client
Spend Retention"
         and the actual percentage of clients retained. Absent clarifying
disclosure, there is a
         concern that readers could mis-interpret the intended use of this
metric. Please provide the
         previously requested disclosures as well as the basis for your
conclusion that this metric is
         more meaningful than the actual percentage of clients retained year to
Note 4, page F-21

5.       Please explain to us how you applied your interim and annual goodwill
         accounting policy in 2016. Page 15 states that you incurred losses
consistently since the
         merger and it appears that there may have been a significant decline
in the estimated fair
         value of your equity securities as reported by a mutual fund. We also
note the 2015 and
         2016 decline in client spend retention reported on page 65. In order
for us to understand
         your analysis, please quantify your revenues, loss from operations,
and operating cash
         flow for each 2015 and 2016 quarter. Address whether the post-merger
results materially
         differed from any financial projections you relied on when negotiating
the $147m
         purchase price for Elance. Provide any calculations done to estimate
the fair value of the
         reporting unit.
6.       Please clarify your response concerning the $147m purchase price
calculation by
         quantifying the assumed fair value per share of the Elance and oDesk
securities exchanged
         in the merger. Provide also the share price and transaction volume of
any Elance and
         oDesk securities issued for cash within the 18 months prior to
consummation of the
         merger. Please explain any material disparities in valuation.
 Brian Kinion
Upwork Inc.
July 25, 2018
Page 3
7.       We note your response to comment 11 in our letter dated June 29, 2018.
It remains
         unclear why the purchase price allocated to user relationships was
         small relative to the amount assigned to goodwill, which is currently
your largest asset. In
         this regard, it appears that the primary value acquired in the
acquisition was the Elance
         user relationships given that their platform was abandoned a year
later. Please provide us
         with the KPMG valuation report cited in your response. Please also
provide us with a
         copy of the merger agreement including any schedules or attachments
that identify and
         describe the assets acquired in the merger. The basis for significant
estimates and
         assumptions should be clearly described as previously requested. For
example, explain the
         basis for your growth rate assumptions and explain the disparity
between your attrition
         rate assumption and the 99%--105% 2013 client spend retention measures
disclosed on
         page 65. Explain the operating expense, sales and marketing expense,
and research and
         development assumptions and address the extent to which those
assumptions deviated
         from the corresponding amounts actually incurred prior to the merger.
Clearly explain
         how the contributory asset charges were calculated and show how actual
         operating results support the reasonableness of your assumptions.
Describe the business
         reasons that supported management's decision to pay $147m for Elance
if the acquired
         user relationships were only worth $18m.
       You may contact Jenn Do, Staff Accountant, at (202) 551-3743 or Al
Pavot, Staff
Accountant, at (202) 551-3738 if you have questions regarding comments on the
statements and related matters. Please contact Sergio Chinos, Staff Attorney,
at (202) 551-
7844 or Jay Ingram, Legal Branch Chief, at (202) 551-3397 with any other

FirstName LastNameBrian Kinion
                                                               Division of
Corporation Finance
Comapany NameUpwork Inc.
                                                               Office of
Manufacturing and
July 25, 2018 Page 3                                           Construction
FirstName LastName