SecProbe.io

September 23, 2014

Via E -mail
John T. McDonald
Chief Executive Officer
Upland Software, Inc.
401 Congress Avenue, Suite 1850
Austin, TX  78701

Re: Upland Software, Inc.
Registration Statement on Form S -1
Filed September 4, 2014
File No. 333 -198574

Dear Mr. McDonald :

We have reviewed your registration statement 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 this letter by amending your registration statement and providing the
requested information .  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 any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Management’s Discussion and Analysis of  Financial Condition and Results of
Operations

Comparison of Six Months Ended  June 30, 2013 and 2014

Research and Development, page 58

1. We note your response to prior comment 5 and have the following comment.   While you
indicate that the amendment reduced the amount of minimum fees to be paid in the future
periods, please clarify whether the level of fut ure services to be provided was  also
reduced.   Tell us whether the amendment also reduced the service fee to be charged for
future services.   In this regard, tell us why you believe the payment should be expensed
while the agreement remains in effect.   Describe how future service level or p ayments are
determined and explain why the amount of software development services will fluctuate

John T. McDonald
Upland Software, Inc.
September 23 , 2014
Page 2

 proportionately to your revenue.   Indicate the percentage or value used to determine the
amount of software development services to be provided.   In addition , consider disclosing
the significant terms of this agreement within your commitment footnote 7 on page F -26.

Management

Non-Employee Directors, page 96

2. For Messrs. Courter and Favaron, please briefly discuss the specific experience,
qualifications, a ttributes or skills that led to the conclusion  that they should serve as
directors.  Refer to Item 401(e) of Regulation S -K.

Certain Relationships and Related Party Transactions

Technology Services Agreement, page 112

3. You disclose that you “issued 11,000,000 shares of common stock to DevFactory at a
purchase price of $0.0001 per share for an aggregate purchase price of $1,100.”   Further,
you state in your response that the company “issued 11,000,000 shares of the Compan y’s
common stock as consideration for the requested amendments.”    Please explain how you
determined the amount of consideration exchanged to obtain the amendments.   Indicate
whether the value of consideration equates to the reduction in minimum fees.   Provide the
minimum fees both before and after the amendment.

Exhibit 10.37

4. We note that you did not file Schedule  A to the exhibit .  Please refile the exhibit  in its
entirety to include the schedule.  Note that unlike Item 601(b)(2) of Regulation S -K, there
is no provision in Item 601(b)(10) of Regulation S -K for omitting schedules or similar
attachments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosu res they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the sta ff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

John T. McDonald
Upland Software, Inc.
September 23 , 2014
Page 3

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declar ing the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date  of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offe ring of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Juan Migone , Senior Staff Accountant,  at (202) 551 -3312  or Stephen
Krikorian, Accounting Branch Chief, at (202) 551 -3488  if you have questions regarding
comments on the financial statements and re lated matters.  Please contact Matthew Crispino,
Staff Attorney,  at (202) 551 -3456 or me at (202)  551-3457  with any other questions.

        Sincerely,

        /s/ Matthew  Crispino for

       Maryse Mills -Apenteng
       Special Counsel

cc: Via E-mail
 Brian K. Beard, Esq.
 Wilson Sonsini Goodrich & Rosati