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CORRESP
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CORRESP

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

September 19, 2016

VIA FEDEX AND EDGAR

 J. Nolan McWilliams

Division of Corporation Finance

 Office of Transportation and
Leisure

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Tesla Motors, Inc.

 Registration Statement on Form S-4

Filed August 31, 2016

File No. 333-213390

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

Filed February 24, 2016

Form 8-K

 Furnished
August 3, 2016

 File No. 001-34756

 Dear Mr. McWilliams:

On behalf of Tesla Motors, Inc. (“Tesla” or the “Company”), and in response to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) to (1) the Company’s registration statement on Form S-4 filed with the Commission on August 31,
2016 (the “Registration Statement”), (2) the Company’s Annual Report on Form 10-K filed with the Commission on February 24, 2016 (the “Form 10-K”) and (3) the Company’s Current Report on
Form 8-K furnished to the Commission on August 3, 2016 (the “Form 8-K”), contained in your letter dated September 16, 2016 (the “Comment Letter”), we submit this letter containing the Company’s
responses to the Comment Letter.

 In connection with this letter, the Company is filing an amendment to the Registration Statement
(“Amendment No. 1”) on the date hereof. We are separately furnishing to the Staff two courtesy copies of Amendment No. 1 marked to show the changes made to the Registration Statement.

The responses set forth in this letter are numbered to correspond to the numbered comments in the Comment Letter. For your convenience,
we have set out the text in bold of the comments from the Comment Letter followed by our responses. Page numbers referenced in the responses refer to page numbers in Amendment No. 1.

General

1.
You state that cash will be issued in lieu of fractional shares. Please provide your analysis regarding the applicability of Rule 13e-3 to the merger transaction given that the exception in Rule 13e-3(g)(2)
requires that security holders are offered or receive only an equity security. In your response, please address: (i) the number of SolarCity security holders who, giving effect to the Exchange Ratio, would be subject to cash disposition of
fractional interests; (ii) the estimated aggregate amount of cash payable to dispose of fractional interests; and (iii) the number of SolarCity security holders, if any, who would be effectively cashed out after giving effect to the cash
disposition of fractional interests. We note in this regard that Question and Answer 11 in Exchange Act Release No. 34-17719 (Apr. 13, 1981) addresses only a scenario where security holders are offered an election to receive cash.

 Response:

As the Staff notes, Rule 13e-3(g)(2) excepts transactions from the requirements of Rule 13e-3 when an issuer’s security holders are
“offered or receive only an equity security” that meets certain criteria. The SEC has stated that, in the merger context, the exception applies where the issuer’s security holders receive the common stock of the acquiror or the
surviving entity in the merger. See Exchange Act Release No. 17,719 (Apr. 13, 1981). This is because, in the SEC’s view, a critical factor in determining whether the protections of Rule 13e-3 are necessary is whether security
holders are permitted to retain an equity interest in the entity that will subsume the issuer. See id. In the merger, Tesla is offering SolarCity stockholders only Tesla common stock, and SolarCity stockholders as a whole will have
an opportunity to maintain an equity interest in the combined company, which will be listed on the Nasdaq Global Select Market (“NASDAQ”) and continue to be an Exchange Act reporting company. The merger satisfies the
requirements of Rule 13e-3(g)(2):

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(1)
Security holders are being offered only an equity security, Tesla common stock;

(2)
Tesla common stock, as the common stock of another publicly traded company, has substantially the same rights as SolarCity common stock;

(3)
Tesla common stock is registered pursuant to section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(4)
Tesla common stock is listed on a national securities exchange.

 The merger is also of a
different nature than the “going private” transactions generally captured by Rule 13e-3, as SolarCity stockholders, whose shares are currently listed on NASDAQ, will be receiving NASDAQ-listed Tesla common shares. In light of these
factors, the question the Staff raises is whether, because the merger agreement provides for the payment of cash in lieu of fractional shares solely as an administrative matter, the potential cash payments to SolarCity stockholders would render the
Rule 13e-3(g)(2) exception inapplicable. For the reasons below, the Company respectfully submits the answer is no.

 As a threshold
matter, the text of Rule 13e-3(g)(2) provides that the exception applies if an issuer’s security holders are “offered or receive” only equity securities (Rule 13e-3(g)(2) (emphasis added)) and thus distinguishes between whether
holders are “offered” or “receive” only securities. In the matter at hand, SolarCity stockholders are being offered only Tesla common stock. This analysis is distinct from the fact that certain SolarCity
stockholders, solely by virtue of the number of shares they hold at the closing of the merger, may receive a de minimis amount of cash, if any, in lieu of fractional shares. The fact that SolarCity stockholders may receive cash
does not mean that Tesla is offering cash in the first instance — this outcome is not driven by any economic or value decision made by the parties, but rather is the result of a customary mechanical procedure in stock-for-stock
transactions which aims to mitigate unnecessary administrative burdens on the combined company’s share register. To claim that Tesla will be offering cash to SolarCity stockholders in the merger would mischaracterize the
transaction.

 Indeed, the Company expects that any cash amount that Tesla would pay for fractional shares would be de minimis in
the context of the transaction.1 Based on $205.40, the closing price of Tesla common stock on NASDAQ on September 16, 2016, the last full

1
 Other authorities have recognized the incidental nature of cash paid in lieu of fractional shares. For instance,
the Delaware General Corporation Law § 262(b)(2), which governs appraisal rights under Delaware law, makes clear that a transaction for which appraisal rights are unavailable would not be subject to appraisal rights merely due to the payment of
cash in lieu of fractional shares, reflecting the Delaware legislature’s understanding that the common mechanism for the treatment of fractional shares is incidental to the consideration received in a business combination and should not be
viewed as altering the nature or substance of the transaction.

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trading day before the date of this letter, and information regarding SolarCity holders of record as of September 16, 2016, the Company estimates that only approximately $16,642 in cash would be
payable by Tesla to SolarCity holders of record for the fractional interests in the aggregate. The Company anticipates that (i) all SolarCity holders of record will receive some cash in lieu of fractional interest and that (ii) only
approximately 20 holders of record, each of whom hold less than ten shares of SolarCity common stock, will receive only cash for fractional shares. The Company notes that any cash amount that is paid in lieu of fractional shares will be based
on the last reported sale price of Tesla common stock on NASDAQ on the last complete trading day prior to the closing date. As a result, to the extent SolarCity stockholders receive any cash, they will be receiving an equivalent value for their
fractional interests. Because all requirements for Section 13e-3(g)(2) are satisfied — most importantly, a public, liquid market for Tesla common stock — and because SolarCity stockholders will be receiving equivalent value for their
interests, a SolarCity stockholder who desires to invest further in Tesla common stock could readily purchase publicly traded shares of Tesla common stock with the cash received.

The merger is also consistent with the purpose of Rule 13e-3(g)(2) and beyond the ambit of the concerns addressed by Rule 13e-3. The SEC
has previously stated that certain transactions, in which securities with essentially the same attributes (here, the common stock of another publicly held issuer) are offered, are “outside the purpose of Rule 13e-3 since all holders of that
class of security are on equal footing and are permitted to maintain an equivalent or enhanced equity interest.” See Exchange Act Release No. 16,075 (Aug. 2, 1975). SolarCity stockholders will continue to have an equity
interest in the combined company. For the very few stockholders who will receive only cash in lieu of a fractional share of Tesla common stock because they held less than ten shares of SolarCity, such shareholders (as discussed above) will
receive the closing Tesla market price for their fractional shares and can choose to become Tesla stockholders at their election. In whole, the Company anticipates that any de minimis fractional “cash out” would have very
little to no impact on SolarCity stockholders’ collective equity ownership in the combined company.

 As the Staff is aware, the SEC
has previously eschewed a formalistic reading of Rule 13e-3(g)(2) and has focused on the import of Rule 13e-3 when determining whether the paragraph (g)(2) exception applies. While the Rule 13e-3(g)(2) exception provides that security holders
may be offered “only” an equity security,” Question and Answer 11 Exchange Act Release No. 17,719 provides that issuers may invoke the exception if security holders are offered the opportunity to elect either cash or stock
consideration, if (1) the cash, when first offered, is substantially equivalent to the value of the security offered, and (2) both options are offered to security holders. The SEC noted that, in its view, “the equal treatment
intended to be afforded to all security holders” by the exception “would not be impaired” simply because security holders were offered the alternative of receiving cash. Id. (emphasis added). The SEC noted,
however, that this position would apply only if the security holders were offered substantially equal value for the cash and stock consideration, given the exception’s objective of ensuring that security holders are offered a meaningful
opportunity to maintain their equity interest.

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 The merger, despite the small amount of cash that will be paid as an administrative
byproduct, satisfies these principles:

(1)
Tesla is offering all SolarCity stockholders shares of Tesla common stock under the terms of the merger agreement;

(2)
Those SolarCity stockholders who may receive cash by virtue of their small SolarCity holdings are being provided equal value for their fractional shares (i.e., the value based on the closing price of Tesla common
stock immediately prior to closing); and

(3)
Because Tesla common shares are available on a liquid market, each SolarCity stockholder, even in the limited instances in which he or she does not own enough shares of SolarCity common stock to equal one share of Tesla
common stock (based on the exchange ratio) and receives only cash, will have an opportunity to have a continued equity interest because he or she will be able to purchase Tesla common stock in the market at his or her election. This
distinguishes the merger from the “going private” transactions generally captured by Rule 13e-3, since even the few “cashed out” shareholders can freely acquire an interest in the combined company.

Compared with the present transaction, a cash/stock election (as described in Exchange Act Release No. 17,719) contemplates not merely an
incidental receipt of cash but an intended and formal offer and receipt of consideration other than an equity security, and enables a transaction that includes a far more significant cash component. Given that the SEC extended the Rule
13e-3(g)(2) exception to such cash/stock elections because they satisfy the exception’s purpose, the Company believes that the present merger, which meets those same principles, also clearly falls within the ambit of the Rule 13e-3(g)(2)
exception.

2.
Please provide us copies of the “board books” and any other materials provided to the boards and management of Tesla and SolarCity in connection with the proposed transaction, including all presentations
made by the financial advisors.

 Response:

A copy of the presentation materials provided to the Tesla board of directors (the “Tesla Board”) by Evercore Group L.L.C.
(“Evercore”) in connection with its opinion to the Tesla Board summarized under the caption “Opinion of Tesla’s Financial Advisor” on page 74 is being furnished to the Staff under separate cover by Weil Gotshal
& Manges LLP (“Weil”), counsel to Evercore, along with a request for confidential treatment of such materials under Rule 418 of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 12b-4 under
the Exchange Act. Evercore has informed the Company that it will request that such materials be returned promptly to Weil following completion of the Staff’s review thereof. By separate letter, Weil will also request confidential
treatment of these materials pursuant to 17 C.F.R. § 200.83.

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 A copy of the presentation materials provided to the special committee (the
“SolarCity Special Committee”) of the SolarCity board of directors (the “SolarCity Board”) by Lazard Frères & Co. LLC (“Lazard”) in connection with its opinion to the SolarCity Special
Committee summarized under the caption “Opinion of the Financial Advisor to the SolarCity Special Committee” on page 88 is also being furnished to the Staff under separate cover by Kirkland & Ellis LLP
(“Kirkland”), counsel to Lazard, along with a request for confidential treatment of such materials under Rule 418 of the Securities Act and Rule 12b-4 under the Exchange Act. Lazard has informed the Company that it will request
that such materials be returned promptly to Kirkland following completion of the Staff’s review thereof. By separate letter, Kirkland will also request confidential treatment of these materials pursuant to 17 C.F.R. § 200.83.

Question and Answers, page 1

 What is the strategic
rationale for combining Tesla and SolarCity at this time, page 1

3.
Please briefly summarize the potential negative effects of the merger considered by the boards of directors of Tesla and SolarCity.

Response:

 In
response to the Staff’s comment, the Company has revised the disclosure on pages 1 and 2 of Amendment No. 1 to summarize risks and other potentially negative factors considered by the Tesla Board and the SolarCity Special Committee and the
SolarCity Board in connection with the merger.

 What will happen if I fail to vote or vote to abstain from voting, page 6

4.
Please reconcile your statement that, with respect to SolarCity stockholders, a vote to abstain will have no effect on the SolarCity Merger Proposal for the purposes of satisfying majority approval by holders other
than Excluded SolarCity Parties with your disclosure in the last full paragraph on page 51.

 Response:

 In response to the Staff’s comment, the Company has revised the disclosure on page 53 of Amendment No. 1.

Summary, page 11

 Interests of Tesla’s Directors
and Executive Officers in the Merger, page 16

5.
Please quantify here the interests that the directors and officers of Tesla and SolarCity may have that differ from the interests of other stockholders.

Response:

 -6-

 In response to the Staff’s comment, the Company has supplemented the disclosure on
pages 16 and 17 of Amendment No. 1 to quantify the i