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                            March 17, 2021

       Joshua Goldstein
       General Counsel and Secretary
       Masterworks 040, LLC
       497 Broome Street
       New York, NY 10013

                                                        Re: Masterworks 040,
LLC
                                                            Offering Statement
on Form 1-A
                                                            Filed January 25,
2021
                                                            File No. 024-11423

       Dear Mr. Goldstein:

              We have reviewed your offering 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 offering 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 offering statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amended Offering Statement filed on March 1, 2021

       General

   1.                                                   Please add disclosure
regarding Masterworks    qualification rights that have been added as
                                                        Section 8.20 of your
LLC Agreement.
               We will consider qualifying your offering statement at your
request. If a participant in
       your offering is required to clear its compensation arrangements with
FINRA, please have
       FINRA advise us that it has no objections to the compensation
arrangements prior to
       qualification.

               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. We also remind you that, following qualification of
your Form 1-A, Rule 257
 Joshua Goldstein
Masterworks 040, LLC
March 17, 2021
Page 2

of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

        You may contact Robert Shapiro at (202) 551-3273 or Angela Lumley at
(202) 551-3398
if you have questions regarding comments on the financial statements and
related
matters. Please contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at
(202) 551-3222
with any other questions.



                                                           Sincerely,
FirstName LastNameJoshua Goldstein
                                                           Division of
Corporation Finance
Comapany NameMasterworks 040, LLC
                                                           Office of Trade &
Services
March 17, 2021 Page 2
cc:       Laura Anthony, Esq.
FirstName LastName