September 28,

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

       Re: Upwork Inc.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed September 21, 2018
           File No. 333-227207

Dear Mr. Kinion:

      We have reviewed your amended 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 amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
circumstances or do not believe an amendment is appropriate, please tell us why
in your

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our September
18, 2018 letter.

Form S-1/A filed September 21, 2018

Risk Factors, page 15
Failure to comply with anti-corruption, anti-money laundering and sanctions
laws,..., page 30

1.     Your website states that businesses and individuals in countries
including Iran are not
       permitted to register for accounts or utilize your platform. We located
postings on your
       website by individuals seeking sales channel partners for Iran, seeking
someone to
       translate e-mails and calls with clients in Iran, and seeking to recruit
students from Iran to
       study abroad in Europe. We also located a posting by an employer looking
for people
       living in Sudan to place test orders. Iran and Sudan are designated by
the U.S.
 Brian Kinion
Upwork Inc.
September 28, 2018
Page 2
         Department of State as state sponsor of terrorism and are subject to
U.S. economic
         sanctions and/or export controls. Your Form S-1 does not provide
disclosure about Iran
         and Sudan.

         Please describe to us the nature and extent of any past, current, and
anticipated contacts
         with Iran and Sudan, including with their governments, whether through
         users, clients, partners, affiliates, or other direct or indirect
arrangements. Please also
         discuss the materiality of any contacts with those countries, in
quantitative terms and in
         terms of qualitative factors that a reasonable investor would deem
important in making an
         investment decision. Tell us the approximate dollar amounts of any
revenues, assets and
         liabilities associated with Iran and Sudan for the last three fiscal
years and the subsequent
         interim period. Address for us the potential impact of the investor
sentiment evidenced by
         divestment and similar initiatives that have been directed toward
companies that have
         operations associated with U.S.-designated state sponsors of
       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
September 28, 2018 Page 2                                      Construction
FirstName LastName