United States securities and exchange commission logo

                    February 8, 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 completed our review of your filing. We remind you that
the company and its
       management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding
       any review, comments, action or absence of action by the staff.


                    Division of Corporation Finance

                    Office of Technology
       cc:                                              Brian Levey