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CORRESP
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CORRESP

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

September 29, 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.

 Amendment No. 1 to Registration Statement on Form S-4

 Amendment No. 2 to Registration Statement on Form S-4

Filed September 19, 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. 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”) to (1) the Company’s Registration Statement on Form S-4 filed with the Commission on August 31, 2016, as amended twice on
September 19, 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 23, 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.
3”) on the date hereof. We are separately furnishing to the Staff two courtesy copies of Amendment No. 3 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. 3.

 WACHTELL, LIPTON, ROSEN & KATZ

 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 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 Schedule 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.

Response:

As discussed in a telephone conversation with representatives of the Staff on September 27, 2016, based on information provided by
SolarCity’s transfer agent regarding SolarCity stockholders of record as of September 16, 2016, the Company supplementally would like to inform the Staff that of the 216 holders of record of SolarCity common stock, only 20 individual
holders—who hold on average three shares of SolarCity common stock and together in the aggregate hold only 60 shares—will receive only cash consideration in lieu of shares of Tesla common stock in the transaction. Of those 20 holders,
(i) four of the holders appear to be custodial accounts for the children of one individual under the Uniform Gifts to Minors Act (each holding one or two shares), (ii) two of the holders appear to be custodial accounts for the children of another
individual under the Uniform Transfers to Minors Act (each holding two shares), and (iii) two of the holders appear to be custodial accounts for the children of a third individual under the Uniform Gifts to Minors Act (each holding two
shares). Taking each of these three individuals as one unique holder, there would be only 15 unique individual record holders who will receive only cash consideration in exchange for their shares of SolarCity common stock. The total amount
of cash that would be paid on account of fractional shares to the foregoing record holders would be $1,361.38, based on $206.27, the closing price of Tesla common stock on NASDAQ on September 28, 2016, the last full trading day before the date
of this letter.

 The Company believes that the amounts described above are clearly de minimis in the context of the pending
transaction, representing less than one ten-thousandth of a percent of the aggregate transaction value. As such, and also for the reasons stated in its prior response to and telephone conversation with the Staff, the Company respectfully
reiterates its belief that the transaction is consistent with the Rule 13e-3(g)(2) exception.

2.
We note your disclosure on page 115 that between September 1 and September 14, 2016 four lawsuits 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.

 Response:

A copy of the complaints relevant to the merger is being furnished to the Staff under separate cover and on a supplemental basis by Wachtell,
Lipton, Rosen & Katz, counsel to the Company.

 -2-

 WACHTELL, LIPTON, ROSEN & KATZ

 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.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 58 of Amendment No. 3.

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 fractional 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 with respective
beneficial owners.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 114 of Amendment No. 3.

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 Panasonic including the 2011 as amended in 2013 supply
agreement and the 2014 production pricing agreement.

 Response:

The Company respectfully advises the Staff that the disclosure requirements of ASC 440-10-50-4 through 50-6 did not apply, and as such, no
footnote disclosures were needed regarding its obligations with respect to Panasonic as they relate to (1) the Gigafactory under the 2014 general terms and pricing agreement and (2) the 2011 supply agreement (as amended in 2013). The Company did,
however, disclose the information required under Item 303(a)(5) of Regulation S-K as reflected on page 42 of the Company’s Form 10-K for the fiscal year ended December 31, 2015 under “Contractual Obligations” disclosure within the
“Purchase Obligations” line item. The aggregate amount presented in such information includes the amounts that the Company has committed to pay

 -3-

 WACHTELL, LIPTON, ROSEN & KATZ

Panasonic under the Company’s supply agreements, including any payments that the Company may make to Panasonic regarding costs. The Company will continue to include such amounts as part of
the aggregate amounts presented in this disclosure in future filings.

6.
In addition, please tell us if the supply agreement with Panasonic that 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.

Response:

The Company respectfully informs the Staff that the supply agreement with Panasonic that allows the Company to purchase a minimum of 1.8
billion lithium-ion battery cells at preferential prices relates to the Company’s 2011 supply agreement with Panasonic as amended in 2013. The Company will revise its disclosure in future filings to clarify this.

Management’s Discussion and Analysis, page 32

Results of Operations, page 38

7.
We note your response to our prior comment 21, in which you state you believe your disclosure meets the requirements of Item 303 of Regulation S-K and SEC 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 previously 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 attributable; 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 understanding of a material change. Please provide us a copy of your intended
revised disclosure.

 -4-

 WACHTELL, LIPTON, ROSEN & KATZ

 Response:

The Company acknowledges the Staff’s comment and confirms that in future filings, including the Company’s next quarterly report on
Form 10-Q, the Company will add tables for each of the significant financial statement line items on the statement of operations to show the amount for each of the periods presented and the amount and percentage change. By way of example only,
we have set forth below proposed tables to be added, as needed. This information was previously disclosed in a narrative format for the periods presented and the Company believes such narrative disclosure was sufficient to explain the changes, as
the Company’s business through the year-ended December 31, 2015 consisted of the sale of a single product line. As such, table format presentation was not included.

The Company respectfully advises the Staff that it believes that it has provided adequate disclosure regarding its results of operations
pursuant to Section 501.04 of Codification of Financial Reporting Policy and Instruction 4 to Item 303(a) of Regulation S-K. For the periods presented, the Company has undergone tremendous growth driven primarily by the growth in vehicle
deliveries in a single product line, Model S. The vehicle deliveries grew from 22,477 for the year ended December 31, 2013, to 31,655 for the year ended December 31, 2014, and 50,658 for the year ended December 31, 2015. Given the
magnitude of growth, the volume of vehicle delivery is overwhelmingly the single biggest contributing factor to the Company’s revenue and cost of revenue, on both a qualitative and quantitative basis. This is further supported by the
investor community’s intense focus on the Company’s vehicle deliveries that it discloses on a quarterly basis soon after the quarter ends. In addition, automotive revenues account for over 85% of the Company’s revenue for all
periods presented, and both automotive revenue and cost of automotive revenue are most directly impacted by the volume of deliveries. Going forward, the Company will re-assess the significant drivers and contributors in its business and
confirms that in future filings, including the Company’s next quarterly report on Form 10-Q, the Company will expand the discussion of increases or decreases in revenue and operating income attributable to changes in prices, volume, any new
products and services, or shift in products mix, if material, where the Company is able to distinguish between these causal factors.

 As
requested by the Staff, by way of example only, the Company has presented below certain new tables as well as new disclosures (as denoted by underlined text) that the Company proposes to add to its future filings (as needed):

Revenues

Year Ended December 31,

2015 vs. 2014

2014 vs. 2013

2015

2014

2013

$

%

$

%

 Revenues

 Automotive

$
3,740,973

$
3,007,012

$
1,921,877

$
733,961

24
%

$
1,085,135

56
%

 Services and other

305,052

191,344

91,619

113,708

59
%

99,725

109
%

 Total revenues

4,046,025

3,198,356

2,013,496

$
847,669

27
%

$
1,184,860

59
%

 -5-

 WACHTELL, LIPTON, ROSEN & KATZ

 Automotive revenue includes revenues related to deliveries of new Model S and Model X
vehicles, including internet connectivity, Supercharging access, and over the air software updates, as well as sales of regulatory credits to other automotive manufacturers, amortization of revenue for cars sold with resale value guarantees, and
vehicle leasing revenue.

 Services and other revenue consists of repair and maintenance services, service plans and merchandise, sales of
pre-owned Tesla vehicles, sales of electric vehicle powertrain components and systems to other manufacturers, Tesla Energy products, and net sales of non-Tesla vehicle trade-ins.

Automotive revenue during the years ended December 31, 2015, 2014, and 2013 were $3.74 billion, $3.00 billion, and $1.92 billion.
Additionally, for the years ended December 31, 2015, 2014, and 2013 automotive revenue included $309.4 million, $132.6 million and $33.5 million from the accretion of the deferred revenues from our resale value guarantee and other
similar programs, as well as Tesla leasing. The increase was primarily driven by the ramp up in vehicle deliveries from 22,477 in 2013 to 31,655 in 2014 to 50,658 in 2015. In addition, for the years ended December 31, 2015, 2014, and
2013 automotive revenue also included $168.7 million, $216.4 million, and $194.4 million of revenue from sales of regulatory credits to other automotive manufacturers.

Service and other revenue during the years ended December 31, 2015, 2014, and 2013 were $305.0 million, $191.3 million, and $91.6 million,
which includes maintenance service revenue of $111.8 million, $68.7 million and $22.5 million for the periods presented. Service and other revenue during the years ended December 31, 2015, 2014, and 2013 also included pre-owned vehicle sales of
$88.7 million, $3.6 million and $8.3 million. In addition, service and other revenue during the years ended December 2015, 2014, and 2013 includes powertrain sales of $86.0 million, $111.7 million and $44.1 million. The increase in pre-owned vehicle
sales and maintenance service revenue was primarily due to increase in our overall volume of car deliveries. This is partially offset by lower powertrain sales due to a planned volume reduction.

Cost of Revenues and Gross Profit

Year Ended December 31,

2015 vs. 2014

2014 vs. 2013

(dollar amounts in thousands)

2015

2014

2013

$

%

$

%

 Cost of revenues

 Automotive

$
2,823,302

$
2,145,749

$
1,483,321

$
677,553

32
%

$
662,428

45
%

 Services and other

299,220

170,936

73,913

128,284

75
%

97,023

131
%

 Total cost of revenues

$
3,122,522

$
2,316,685

$
1,557,234

$
805,837

35
%

$
759,451

49
%

 Gross profit

923,503

881,671

456,262

41,832

5
%

425,409

93
%

 Gross margin

23
%

28
%

23
%

 Cost of automotive revenues includes direct parts, material and labor costs, manufactu