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                               September 17, 2020

       Cary Grossman
       President
       GOOD WORKS ACQUISITION CORP.
       4265 San Felipe, Suite 603
       Houston, Texas 77027

                                                        Re: GOOD WORKS
ACQUISITION CORP.
                                                            Registration
Statement on Form S-1
                                                            Filed August 25,
2020
                                                            File No. 333-248333

       Dear Mr. Grossman:

              We have reviewed your registration statement and have the
following comment. In our
       comment, 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 comment applies 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 this comment, we may have additional comments.

       Form S-1 filed August 25, 2020

       Principal Stockholders, page 95

   1.                                                   We note that I-Bankers
is an affiliate of your sponsor, I-B Good Works LLC. Please
                                                        clearly disclose in the
beneficial ownership table. In addition, if I-Bankers plans on
                                                        making a market in the
securities, please revise the registration fee table, cover page and
                                                        underwriting section to
reflect the market making activities. Lastly, in the narrative
                                                        following the table
please clarify the percent of shares that may be owned by the anchor
                                                        investors if they
purchase the $60 million in units in this offering from their indications of
                                                        interest and clarify
whether the anchor investors have agreed to vote any public shares
                                                        they own in favor of a
business combination.

                                                        We remind you that the
company and its management are responsible for the accuracy
 Cary Grossman
GOOD WORKS ACQUISITION CORP.
September 17, 2020
Page 2

and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Ruairi Regan at 202-551-3269 or Pamela Howell at
202-551-3357 if
you have any questions.



                                                           Sincerely,
FirstName LastNameCary Grossman
                                          Division of Corporation Finance
Comapany NameGOOD WORKS ACQUISITION CORP.
                                          Office of Real Estate & Construction
September 17, 2020 Page 2
cc:       Cavas Pavri, Esq.
FirstName LastName