September 4, 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
           Response Dated August 17, 2018
           CIK No. 0001627475

Dear Mr. Kinion:

       We have reviewed your August 17, 2018 response to our comment letter and
have the
following comments. In some of our comments, we may ask you to provide us with
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

Form DRS/A submitted July 11, 2018

Note 4, page F-21

1.     We have read your response to comment 5 in our letter dated July 25,
2018. Please
       provide a critical accounting policy disclosure in MD&A that clearly
explains the basis for
       management's conclusion that no goodwill impairment charge was required
in any of the
       periods presented. The basis for that conclusion is not clearly evident
from the existing
       disclosures and the goodwill balance comprises 43% of your 12/31/17
total assets. Please
       address any impairment indicators identified during the periods
presented such as the
       adverse post-merger results relative to the initial projections.
Disclose the impact of your
 Brian Kinion
Upwork Inc.
September 4, 2018
Page 2
         reporting unit fair value determinations on your impairment analysis.
         any significant disparity between the 2016 merged company revenue
projection you made
         at the time of the merger and the actual 2016 results so that readers
can assess the
         accuracy of management's prior estimates and the corresponding degree
of estimation
         risk. Specifically disclose the business reasons for the merger and
the corresponding
         purchase price (response to prior comment 7), and the extent to which
those objectives
         have been met. See Section 501.14 of the Financial Reporting
2.       We have read your response to comment 7 in our letter dated July 25,
2018. Please
         provide the intellectual property document cited as Section 4.10(f) of
the Elance
         Disclosure Letter. Tell us about any listed intangible assets that
were not included in your
         purchase price allocation.

         Please also explain why Schedule 14 to the valuation report includes
an extra guideline
         company that was not cited on pages 15-16 or used in the Schedule 6
calculations. The
         extra company appears to have a disproportionate impact on the "Upper
Quartile" market
         cap to revenue ratio. Please tell us whether this extra company
materially impacted your
         market approach fair value estimate of the combined company.
       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 4, 2018 Page 2                                       Construction
FirstName LastName