United States securities and exchange commission logo 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