United States securities and exchange commission logo January 17, 2023 Hayden Brown President and Chief Executive Officer Upwork Inc. 475 Brannan Street, Suite 430 San Francisco, California 94107 Re: Upwork Inc. Form 10-K for the Year Ended December 31, 2021 Filed February 15, 2022 File No. 001-38678 Dear Hayden Brown: We have reviewed your December 23, 2022 response to our comment letter and have the following 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 these comments 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 our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 22, 2022 letter. Form 10-K for the Year Ended December 31, 2021 General 1. We note your response to prior comment 2. Please provide us, on an unconsolidated basis, the percentage of Upwork Inc s assets that constitute investment securities as such term is used in Section 3(a)(1)(C) of the Investment Company Act of 1940 (the 1940 Act ). When performing this calculation, only include those assets that are recognized by U.S. generally accepted accounting principles. Hayden Brown FirstName LastNameHayden Brown Upwork Inc. Comapany January 17,NameUpwork 2023 Inc. January Page 2 17, 2023 Page 2 FirstName LastName You may contact Chen Chen, Staff Accountant, at (202) 551-7351 or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Brian Levey