SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

Mail Stop 3561
          May 14, 2010  Elon Musk Chief Executive Officer Tesla Motors, Inc. 3500 Deer Creek Road  Palo Alto, California 94304
Re: Tesla Motors, Inc.
 Amendment No. 2 to
Registration Statement on Form S-1 Filed April 29, 2010 File No. 333-164593
 Dear Mr. Musk:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at  the telephone numbers listed at the end of this letter.
 General

 1. Your financial statements should be update d, as necessary, to comply with Rule
3-12 of Regulation S-X as of the effectiv e date of your registration statement.

2. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please tell us the basis for your conclusion that disclosure is not
necessary and describe the process yo u undertook to reach that conclusion.

Elon Musk
Tesla Motors, Inc.
May 14, 2010 Page 2  Overview, page 1

 3. Please name the “independent third party”  mentioned in the third paragraph and
file consent with the next amendment.
 Risk Factors, page 13

 4. We note your response to comment four of  our letter dated April 12, 2010.  Please
clarify your disclosure on pages 31 and 108-109 to reflect the statement in your
letter dated April 29, 2010 that the compa ny “does not currently utilize any sole
suppliers other than Lotus.”

Supply Chain, page 108

5. Since you say that only a majority of  your sole suppliers  provide you with
components that you believe you could replace,  either name the others or tell us
why that would not be ma terial to investors.

Certain Relationships and Relate d Party Transactions, page 151

6. We note your response to comment 11 of our letter dated April 12, 2010.  Please
disclose the approximate dollar value of the amount involved in the development and production of a battery pack and charge r for a pilot fleet of Daimler A-Class
electric vehicles and development and sale of several modular battery packs for electric delivery vans for Freightl iner Custom Chassis Corporation.

* * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  In your  responses, please include the page numbers
of the amendment where we can find the changes.   Please understand that we may have
additional comments after reviewing your amendment and responses to our comments.

Elon Musk
Tesla Motors, Inc. May 14, 2010 Page 3
You may contact Jeffrey S ears at (202) 551-3302 or Lyn Shenk at (202) 551-3380
if you have questions regarding comments on the financial statements and related
matters.  Please contact John Dana Brown at (202) 551-3859 or the undersigned at (202) 551-3750 with any other questions.
        S i n c e r e l y ,
Max A. Webb Assistant Director

cc: Mark B. Baudler, Esq.  Fax: (650) 493-6811