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,
                                                            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
       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


   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.
January 17,NameUpwork
            2023       Inc.
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.


                                                        Division of Corporation
                                                        Office of Technology
cc:      Brian Levey