SecProbe.io

Mail Stop 3561
September 23, 2016

Jason Wheeler
Chief Financial Officer
Tesla Motors, Inc.
3500 Deer Creek Road
Palo Alto, CA 94304

Re: Tesla Motors, Inc.
  Amendment No. 1 to Registration Statement on Form S-4
Filed September 19 , 2016
Amendment No. 2 to Registration Statement on Form S -4
Filed September 20, 2016
  File No. 333-213390
  Form 10 -K for the Fiscal Year Ended December 31, 2015
  Form 8 -K Furnished August 3, 2016
  Response dated September 19, 2016
  File No. 001 -34756

Dear Mr. Wheeler :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better unders tand your disclosure.

Please respond to this letter by amending your registration 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, p lease tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our September 16, 2016 letter .

Registration Statement on Form S -4

General

1. We note your response to our prior comment 1.   You state in your response that
approximately 20 SolarCity holders of record will receive only cash consideration  and all
SolarCity record holders will receive at least some cash consideration.   We believe that

Jason Wheeler
Tesla Motors, Inc.
September 23 , 2016
Page 2

 the receipt of cash consideration by unaffiliated security holders in this transaction is not
consistent with the Rule 13e -3(g)(2) exception.   Please file a S chedule 13E -3 and take
such other steps as necessary to comply with Rule 13e -3 or provide us with additional
authority that the (g)(2) exception is available.

2. We note your disclosure on page 115 that between September 1  and September 14, 2016
four l awsuits were filed in the Court of Chancery of the State of Delaware.  Please
provide us with copies of any complaints that are relevant to the merger.

Background of the Merger, page 58

3. We note your response to our prior comment 12.   Please place the evolution of this
transaction in context by briefly discussing the significance , if any,  of the potential
impact on Tesla management’s time and resources and execution of operational and
strategic initiatives, including producing of the Model X, in the Board’s determination at
the May 31 meeting to assess the potential acquisition of a solar energy company.

Exchange of Shares in the Merger, page 113

4. We note your response to our prior comment 16.  Please clarify  how the shares of
SolarCity common stock held in street name will be exchanged, including the distribution
of cash in lieu of fracti onal interests to those shareholders who hold their shares in street
name.   For example, please clarify whether the exchange agent will send letters of
transmittal to beneficial owners or banks, brokers, or other nominees will make
arrangements wi th respec tive beneficial owners .

Form 10 -K for the Fiscal Year Ended December 31, 2015

The Gigafactory outside of Reno, Nevada , page 9

5. Please confirm that you have made all disclosure required by ASC 440-10-50 (2 - 6)
regarding your obligations relating to the Gigafactory and obligations with P anasonic
including the 2011 as amended in 2013 supply agreement and the 2014 production
pricing agreement.

6. In addition, please tell us if the supply agreement with Panasonic th at allows you to
purchase a minimum of 1.8 billion lithium -ion battery cells at preferential prices relates
to lithium -ion battery cells manufactured at the Gigafactory or if it relates to your 2011
supply agreement with Panasonic as amended in 2013.

Jason Wheeler
Tesla Motors, Inc.
September 23 , 2016
Page 3

 Manag ement’s Discussion and Analysis , page 32

Results of Operations, page 38

7. We note your r esponse to our prior comment 21, in which you state you believe  your
disclosure meets the requirements of Item 303 of Regulation S -K and SE C Release No.
33-8350.   You state that you will provide additional disclosure regarding your results of
operations in future filings, if material.   Based on your response, it is not clear whether
you intend to revise your disclosure as requested in our prior comment.  As previous ly
requested, please  revise to provide a more robust discussion by:

 quantifying  the amounts of the factors to which changes are attributable ;
 refocusing the narrative disclosure on analysis of the underlying business reasons
for the individual factors;
 consider using tables to present dollar and percentage changes in accounts, rather
than including such information in narrative form;
 consider using tables to list, quantify, and sum all of the material individual
factors to which changes in accounts are att ributable; and
 quantifying the effects of changes in both price and volume on revenues and
expense categories, where appropriate.

Refer  to Section 501.04 of Codification of Financial Reporting Policies and instruction 4
to Item 303(a) of Regulation S -K, which requires a quantification of the extent of
contribution of each of two or more factors for an under standing of a material change.
Please provide us a copy of yo ur intended revised disclosure.

8. Refer to prior comment 22.  As previously requested, plea se provide the various
component amounts of automotive and services and other revenues for each period
presented along with a discussion of the factors affecting their changes.

9. We note your response to our prior comment 23, in which you state that chang es in the
cost of automotive revenues have substantially been driven by increased Model S vehicle
delivery volume, and therefore the Company does not believe that a discussion of
individual cost category changes would be meaningful.  On page 33 of your For m 10 -K
we note your disclosure that significant cost improvements for Model S were achieved in
2014 and 2015 relating to material cost reductions from both engineering and commercial
actions, and manufacturing efficiencies.  Also during these periods, prod uct introductions
resulted in some manufacturing inefficiencies which negatively impacted your gross
margin.  It appears from these disclosures that there is variability within the individual
cost categories.  Therefore, please provide a comprehensive disc losure of your various
cost categories (cost of revenues, research and development expenses, and selling,
general and administrative expenses, etc.), including separate quantification and
discussion of changes in significant components of cost categories, along with a

Jason Wheeler
Tesla Motors, Inc.
September 23 , 2016
Page 4

 discussion of the factors behind the changes.  Please provide us a copy of your intended
revised disclosure.

Liquidity and Capital Resources, page 40

10. We note your response to our prior comment 24, in which you state you are not currently
prepared to predict when you will generate positive annual operating cash flow.   In your
Form 8 -K furnished February 10, 2016 you say that you expect to generate positive net
cash flow for the full -year 2016.   Please reconcile these statements for us and make
revisions to your disclosure, as appropriate.

11. We note your response to our prior comment 25, in which you state that you believe  that
you have provided adequate disclosure regarding your cash flows from operating
activities  and you will  continue to p rovide additional disclosure for any significant item
that impacts your cash flows from operating activities , if material.   Based on your
response, it is not clear whether you intend to revise your disclosure as requested in our
prior comment.  You say tha t in the s tatement of cash flows, you provide reconciliation
from net loss to cash flows used in operating activities where  you have provided
quantitatively the sources of your operating cash flows.   However, a s you use the indirect
method  to prepare your cash flows from operating activities , merely reciting changes in
line items reported in the statement of cash flows is not a sufficient basis for an investor
to analyze the impact on cash.  Therefore, p lease expand your disclosure of cash flows
from operat ing activities to quantify factors to which material changes in cash flows are
attributed and explain the underlying reasons for such changes.   Refer to Section IV.B.1
of “Interpretation: Commission Guidance Regarding Management's Discussion and
Analysis o f Financial Condition and Results of Operations” available on our website at
http://www.sec.gov/rules/interp/33 -8350.htm for guidance.   Provide us a copy of your
intended revised disclosure.

Financial Statements and Supplemental Data, page 45

Note 2 – Summary of Significant Accounting Policies , page 52

Vehicle Sales to Leasing Partners with a Residual Value Guarantee, page 53

12. Refer to prior comment 27.  As previously requested, please quantify for us the
components of “net increase in resale value guarantee” in the roll forward of the resale
value guarantee liability in the table on page 54.

Form 8 -K Furnished August 3, 2016

13. Based on your response to prior comment 28, it is not clear what changes you expect to
make to your presentation of non-GAAP measure s that  add back the deferred revenue
and related costs for cars sold with resale value guarantees and where you collected the

Jason Wheeler
Tesla Motors, Inc.
September 23 , 2016
Page 5

 purchase price in cash, which substitutes an individually tailored measurement method
for those of GAAP.   As previously requested, p lease describe the changes you expect to
make to your presentation in light of the new guidance in Question 100.04 of the updated
Compliance and Disclosure Interpretations  issued on May 17, 2016.

14. We note your response to our prior comment 30, in which you direct  our attention to your
disclosure which indicates how “management uses such information internally .”  Item
10(e)(1)(i)(C) of Regulation S -K  requires a statement disclosing t he reasons why you
believe that the presentation of a non -GAAP financial measure provides useful
information to investors  regarding your financial condition and results of operations not
how your management uses the information.  In your next earnings rele ase, please
provide a substantive discussion of how your non -GAAP measures are useful to
investors.   Provide us with your intended revised disclosure.

You may contact Patrick Kuhn at (202) 551 -3308 or Lyn Shenk , Accounting Branch
Chief,  at (202) 551 -3380 if you have questions regarding comments on the financial statements
and related matters.   Please contact Sonia Bednarowski  at (202) 551 -3666 or me at (202) 551 -
3217 with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

 J. Nolan McWilliams
Attorney -Advisor
Office of Transportation and Leisure

cc: David C. Karp
 Wachtell, Lipton, Rosen & Katz