June 29, 2018

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

       Re: Upwork Inc.
           Draft Registration Statement on Form S-1
           Filed June 4, 2018
           CIK No. 0001627475

Dear Mr. Kinion:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
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 filed June 4, 2018


1.     Please enhance the disclosure relating to core clients, gross services
volume, client speed
       retention, and marketplace revenue to describe and quantify the
relationship between
       these measures and your year-over-year financial performance. Also,
please clarify the
       extent to which you are cautioning investors about the use and
reliability of the
       information particularly in light of your risk factor disclosure on
pages 40 and 41.
2.     Please supplementally provide us with copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
 Brian Kinion
FirstName LastNameBrian Kinion
Upwork Inc.
Comapany NameUpwork Inc.
June 29, 2018
June 29, 2018 Page 2
Page 2
FirstName LastName
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communication.
Summary, page 1

3.       Given the multiple references to GSV on page 1 of your Summary, please
         the term's meaning herein instead of instructing readers to find the
definition on page
         64. Similarly, please explain in this section the term Client Spend
which is presumably the
         total amount that clients spend on your marketplace and managed
service offerings. See
         Item 503 of Regulation S-K and Section 230.421(d) of Regulation C.
We may be subject to escrow, payment services, and money transmitter
regulations . . .,, page 23

4.       Please disclose the status, and parties involved, of any inquiry
received relating to the
         subject matter disclosed in this risk factor.
As a result of becoming a public company . . .,, page 37

5.       We note that your independent registered public accounting firm
identified certain
         material weaknesses in your internal control over financial reporting.
Please disclose the
         dollar amounts relating to the post-closing adjustments that were made
to the company s
         books and records and your financial statements as a result of the
material weaknesses.

Material Weakness, page 37

6.       You attribute the errors in your financial statements to an inadequate
number of qualified
         accounting employees. In order for readers to reasonably assess the
progress and
         effectiveness of your remediation plan, please disclose the number of
qualified accounting
         employees you had during the periods impacted by the material
weakness. Disclose also
         the additional accounting employees that you estimate are required and
how many you
         have hired since the material weakness was first identified. In
addition, please tell us the
         extent to which this material weakness impacted your accounting for
Client Spend Retention, page 65

7.       It appears that this metric is intended to measure the recurring use
of your platform (page
         7). However, it is not clear whether your reported 99% measure for
2017 is also consistent
         with the proportion of 2016 clients who also used your platform again
in 2017. Please
         disclose whether there is a material disparity between your reported
2017 rate of Client
         Spend Retention and the actual proportion of clients that used your
platform in succeeding
         years. Please disclose whether this distinction is a limitation in the
usefulness of this
         performance measure. The corresponding risk factor on page 14 reflects
the materiality of
         this issue to your business and future growth.
 Brian Kinion
Upwork Inc.
June 29, 2018
Page 3
Restated Certificate of Incorporation and Restated Bylaw Provisions
Advance Notice Requirements for Stockholder Proposals and Director Nominations,
page 137

8.       We note your disclosure relating to provisions in your bylaws that
will specify certain
         requirements regarding the form and content of a stockholder's notice.
Please elaborate on
         those requirements.
Shares Eligible for Future Sale, page 138

9.       We note that your directors and executive officers are subject to a
lock-up agreement.
         Please file the lock-up agreement as an exhibit to the Registration
Concentration of Risk, page F-8

10.      Please disclose the total amount of revenues from your major customer
in each period
         pursuant to ASC 280-10-50-42. Note also the related party disclosure
requirements in
         ASC 850-10-50 if applicable. Further, please expand the corresponding
risk factor on
         page 14 to address the concentration of revenue from a single
Note 4, page F-21

11.      Goodwill comprises over 47% of your total assets. Given the "strong
retention metrics"
         highlighted on pages 7 and 65, it is not clear why the purchase price
allocated to the
         amortizable User Relationships asset appears disproportionately small
relative to the
         amount allocated to goodwill. Please provide us with the fair value
         supporting the initial measurement of your User Relationship asset.
Reconcile between the
         historical revenue of the acquiree and the corresponding revenue and
cash flow
         projections used in your fair value estimates. Describe the basis for
your significant
         assumptions such as growth rates, discount rates, and cash flow
measurements. Provide us
         with your purchase price calculation and tell us the specific factors
you considered in
         identifying the accounting acquirer. Explain how your accounting
complies with ASC
         805-20-30 and ASC 805-20-55. Tell us about any material adjustments
that were
         subsequently made to your initial Elance-oDesk purchase accounting.
       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
June 29, 2018 Page 3                                          Construction
FirstName LastName