SecProbe.io

CORRESP
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filename1.htm

ANTHONY
L.G., PLLC

    laura
        aNTHONy, esq

        GEOFFREY
        ASHBURNE, ESQ*

        JOHN
        CACOMANOLIS, ESQ**

        CHAD
        FRIEND, ESQ, LLM

        SVETLANA
        ROVENSKAYA, ESQ***

    WWW.ANTHONYPLLC.COM

        WWW.SECURITIESLAWBLOG.COM

        WWW.LAWCAST.COM

        OF
        COUNSEL:

        MICHAEL
        R. GEROE, ESQ, CIPP/US****

        CRAIG
        D. LINDER, ESQ*****

        PETER
        P. LINDLEY, ESQ, CPA, MBA

        PHILIP
        MAGRI, ESQ.******

        STUART
        REED, ESQ

        MARC
        S. WOOLF, ESQ

        DIRECT
        E-MAIL: LANTHONY@ANTHONYPLLC.COM

*
licensed in CA only

**licensed
in FL and NY

***licensed
in NY and NJ

****licensed
in FL, CA and NY

May
22, 2020

VIA
ELECTRONIC EDGAR FILING

Office
of Trade & Services

Division
of corporate Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Masterworks
        009, LLC

        Amendment
        No. 2 to Offering Statement on Form 1-A

        Filed
        May 15, 2020

        File
        No. 024-11185

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Masterworks 009, LLC (the “Company”) Amendment No. 3 (“Amendment
No. 3”) to the above-referenced offering statement on Form 1-A originally filed on April 2, 2020, as amended (“Form
1-A”). Amendment No. 3 is marked with < R > tags to show changes made from Amendment No. 2 to the Form 1-A filed on
May 15, 2020 (“Amendment No. 2”). In addition, we have included a narrative response herein keyed to the comments
of the staff of the Division of Corporation Finance (the “Staff”) set forth in the Staff’s comment letter to
Josh Goldstein dated May 21, 2020. We trust you shall deem Amendment No. 3 and the contents of this transmittal letter responsive
to your comment letter.

Amendment
No. 2 to Form 1-A filed on May 15, 2020

Summary

Overview,
page 4

    1.
    Comment.
    We note your disclosure that “Masterworks, acting as agent for the Company, has agreed to purchase the Painting from
    a private gallery for $600,000.” However, we also note that you have filed an unsigned and undated Form of Art Purchase
    Agreement as an exhibit and that your disclosures on pages 3 and 61 state that Masterworks “seeks to purchase”
    the Painting. With a view to understanding the status of the purchase of the artwork, please revise your disclosures to consistently
    state, if true, that Masterworks has agreed to purchase the Painting.

    Response:
    In response to the Staff’s comment, the Company notes that as of May 15, 2020, Masterworks and the private gallery
    had verbally agreed to purchase and sell the Painting on the terms reflected in Amendment No. 2, but had not fully negotiated
    or executed the art purchase agreement. The Art Purchase Agreement has now been executed and the language in the Offering
    Circular referenced in the Staff’s comment that Masterworks “seeks to purchase” the Painting has been revised
    to reflect that Masterworks has “agreed to purchase” the Painting and the execution version of the Art Purchase
    Agreement has been filed as Exhibit 6.3 to Amendment No. 3. The Company also notes that the final execution version of the
    Art Purchase Agreement filed with Amendment No. 3 is identical in all material respects to the Form of Art Purchase Agreement
    filed previously with Amendment No. 2.

    Anthony
    L.G., PLLC

    By:

    /s/
    Laura Anthony

    Laura
    Anthony, Esq.

    cc:
    Tony
                                         Watson/U.S. Securities and Exchange Commission

    Donna Di Silvio/U.S. Securities and Exchange Commission

    Scott
    Anderegg/U.S. Securities and Exchange Commission

    Mara
    Ransom/U.S. Securities and Exchange Commission

    Joshua
    B. Goldstein/Masterworks 009, LLC

    Craig
    D. Linder, Esq./Anthony L.G., PLLC

625
N. FLAGLER DRIVE, #600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832