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                          June 7, 2022

       Gaylon Morris
       Chief Executive Officer
       Sunworks, Inc.
       1555 Freedom Boulevard
       Provo, UT 84604

                                                        Re: Sunworks, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed June 1, 2022
                                                            File No. 333-265336

       Dear Mr. Morris:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.

                                                        Please contact Gregory
Herbers at 202-551-8028 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Manufacturing
       cc:                                              Christopher Ivey