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              241 18th Street South, Suite 415, Arlington, VA 22202

              Telephone (805) 520-8350

              www.avinc.com ● NASDAQ: AVAV

    March 15, 2024

    Ms. Beverly Singleton and Ms. Claire Erlanger

    Division of Corporation Finance

    Office of Manufacturing

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549

            Re:

              AeroVironment, Inc.

              Form 10-K for the Fiscal Year Ended April 30, 2023

               File No. 001-33261

    Dear Ms. Singleton and Ms. Erlanger:

    The following is in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission contained in the comment
      letter dated February 26, 2024 pertaining to the Form 10-K for the fiscal year ended April 30, 2023 of AeroVironment, Inc. (the “Company”) filed on June 28, 2023. The Staff’s comments are repeated below (in bold-italics type) with the Company’s
      response following (in regular type and updated disclosures in bold type).

    Form 10-K for the Fiscal Year Ended April 30, 2023

    Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates

      Goodwill, page 63

            1.

            We note your disclosure that subsequent to the performance of your annual goodwill impairment test, in May 2023 a
              triggering event was identified that indicated that the carrying value of the MUAS reporting unit exceeded its fair value and that you recorded a $156 million goodwill impairment charge. We further note disclosure on page 59 under the heading
              Impairment of Goodwill, that you determined that it was more likely than not that the fair value of the other reporting units were more than their carrying values as of the annual goodwill impairment test date. If you determined that the
              estimated fair value substantially exceeds the carrying value for each of your reporting units, please disclose this determination. To the extent that the estimated fair value for any of your reporting units is not substantially in excess of
              its carrying value and is potentially at risk of failing step one of your goodwill impairment analysis, please disclose (a) the percentage by which the fair value of the reporting unit exceeded the carrying value as of the date of the most
              recent test; (b) discuss the degree of uncertainty associated with the key assumptions and (c) describe the potential events and/or changes in circumstance that could reasonably be expected to negatively affect the key assumptions used in
              determining fair value. Please refer to Item 303(a)(3)(ii) of Regulation S-K and Section V of SEC Release No. 33-8350.

          The Company acknowledges the Staff’s comment and advises the Staff that the Company will revise all periodic reports of the Company filed pursuant to Section 13 or 15(d) of
            the Securities Exchange Act of 1934, as amended (the “Exchange Act”), commencing with the quarterly report on Form 10-Q for the quarter ending January 27, 2024, which was filed on March 5, 2024 (the “Q3 2024 Form 10-Q”), to:

          (1)

          Disclose management’s determination that the estimated fair value of each of the Company’s reporting units substantially exceeded its carrying value for any applicable
            reporting units. The following disclosure was included on page 37 of  the Q3 2024 Form 10-Q:

            During the most recent annual impairment test during the fourth quarter of fiscal year 2023, the estimated fair value of all reporting
                units, other than MUAS, substantially exceeded their carrying value.

            (2)

            For the MUAS reporting unit, whose estimated fair value is not substantially in excess of its carrying value and is potentially at risk of failing step one of
              management’s goodwill impairment analysis, disclose the items described in (a) through (c) of the Staff’s comment. The following disclosure was included on page 37 of the Q3 2024 Form 10-Q:

            The estimated fair value of the MUAS reporting unit does not substantially exceed its carrying value due to the impairment recorded during the most
              recent annual goodwill impairment test performed during the fourth quarter ended April 30, 2023, resulting in carrying value being equal to estimated fair value. Fair value determinations utilized in the quantitative goodwill impairment test
              require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding future plans,
              as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax rates, discount rates, growth rates, and other market factors. Estimated future annual net
              cash flows based in part upon our ability to obtain contracts from the U.S. D.o.D. and foreign allied nations and negotiate the estimated pricing are considered the most significant, sensitive assumptions. If current expectations of future
              growth rates and margins are not met, if market factors outside of our control, such as discount rates, income tax rates, or inflation, change, or if management’s expectations or plans otherwise change, including updates to long-term
              operating plans, then MUAS may become impaired in the future. Accordingly, the MUAS reporting unit is considered at an increased risk of failing future quantitative goodwill impairment tests.

    Results of Operations, page 64

            2.

               We note your table presentation on page 65 of revenue, gross margin and adjusted operating income (loss) from operations generated by each reporting segment, along with your
                  discussion of revenue by product sales and contract services beginning on page 66. Please consider including a sub-table of revenue by product sales and contracted services, by segment, to enhance the overall narrative discussion of
                  changes in your revenue. In addition, consider providing a paragraph discussion of the reasons for the changes in profitability of each reporting segment.

            The Company acknowledges the Staff’s comment and advises the Staff that the Company will revise the referenced segment table to disclose revenue by
              product sales and contract services by segment and segment adjusted income from operations in all periodic reports of the Company filed pursuant to Section 13 or 15(d) of the Exchange Act, commencing with the Q3 2024 Form 10-Q. For reference,
              the below disclosure was included on page 38 and page 42 of the Q3 2024 Form 10-Q.

            The Company also will revise the consolidated narrative discussion to include quantified reasons for changes in the Results of Operations to enhance
              the overall narrative discussion, commencing with the Q3

        2

            2024 Form 10-Q. For reference, the below disclosure was included on page 39 of the Q3 2024 Form 10-Q, and corresponding disclosure for the nine-month
              period ended January 27, 2024 was included on pages 42-43 of the Q3 2024 Form 10-Q. Brackets have been added to indicate enhanced disclosures compared to similar disclosures in previous periodic reports.

            Revenue. Revenue for the three months ended January 27,
                2024 was $186.6 million, as compared to $134.4 million for the three months ended January 28, 2023, representing an increase of $52.2 million, or 39%. [The increase in revenue was due to an increase in product revenue of $64.7 million,
                partially offset by a decrease in service revenue of $12.5 million. The increase in product revenue was primarily due to an increase of $35.1 million from the production of our Switchblade products and an increase of $29.6 million of
                product deliveries of our UMS products, including $5.7 million associated with the recent Tomahawk acquisition. These increases were primarily driven by increased global demand for our unmanned systems associated with the current global
                conflicts as well as U.S. D.o.D. resupply. The decrease in service revenue was primarily due to a decrease of $11.5 million largely resulting from the closure of all COCO site locations during fiscal year 2023, a decrease of $4.3 million in
                customer funded R&D and engineering services due to a decrease in development programs in part due to delays in the establishment of the government fiscal year 2024 budget, partially offset by an increase of $4.3 million associated with
                the recent Tomahawk acquisition.] We expect the lower levels of UMS service revenues to continue through fiscal 2024 due to the closure of all COCO site locations during fiscal year 2023. With the higher backlog, the increase in the UMS
                product revenues as compared to the prior year period is expected to continue for the remainder of the fiscal year ending April 30, 2024.

            Cost of Sales. Cost of sales for the three months ended
                January 27, 2024 was $119.3 million, as compared to $88.9 million for the three months ended January 28, 2023, representing an increase of $30.4 million, or 34%. The increase in cost of sales was a result of an increase in product cost of
                sales of $44.6 million, partially offset by a decrease in service costs of sales of $14.2 million. [The increase in product costs of sales was primarily due to an increase of approximately $39 million associated with the increase in product
                revenue and approximately $4 million due to a mix shift to a higher proportion of lower margin products driven by the increase in Switchblade production and an increase of $2.4 million in inventory reserve charges primarily due to the
                introduction of our next generation products. The decrease in service cost of sales was primarily due to a decrease in service revenue driven by a decrease of $13.1 million due to the closure of all COCO sites in the prior year. Cost of
                sales for the three months ended January 27, 2024 included $4.0 million of intangible amortization and other related non-cash purchase accounting expenses as compared to $3.3 million for the three months ended January 28, 2023.] As a
                percentage of revenue, cost of sales decreased from 66% to 64%, primarily due to an increase in the proportion of product revenue to total revenue and the prior year COCO operations costs, partially offset by a mix shift to lower margin
                products, resulting in an increase in gross margin from 34% to 36%.

            In addition, the Company advises the Staff that the Company will provide disclosure regarding the change in profitability for each reporting segment
              for each period presented in all periodic reports of the Company filed pursuant to Section 13 or 15(d) of the Exchange Act, commencing with the Q3 2024 Form 10-Q. Such enhanced disclosure for each segment was included on pages 40-42 and 44-45
              of the Q3 2024 Form 10-Q.  For example, the enhanced disclosure for the UMS segment included on pages 40-41 of the Q3 2024 Form 10-Q is set forth below:

      3

            Revenue. UMS revenue for the three months ended January
                27, 2024 was $113.3 million, as compared to $92.3 million for the three months ended January 28, 2023, representing an increase of $21.0 million, or 23%. The increase in revenue was due to an increase in product revenue of $29.6 million,
                partially offset by a decrease in service revenue of $8.6 million. The increase in product revenue was primarily due to an increase of $23.9 million largely resulting from increased product shipments of our Jump 20 and UGV product systems
                driven by increased global demand for our unmanned systems associated with the current global conflicts as well as U.S. D.o.D. resupply and $5.7 million associated with the recent Tomahawk acquisition. The decrease in service revenue was
                primarily due to decreases of $11.5 million from the closure of all COCO site locations during fiscal year 2023, partially offset by an increase of $4.3 million associated with the recent Tomahawk acquisition.

            UMS Segment adjusted income from operations. UMS segment
                adjusted income from operations for the three months January 27, 2024 was $20.4 million, as compared to $11.8 million for the three months ended January 28, 2023, representing an increase of $8.6 million. The increase in UMS segment
                adjusted income from operations was primarily due to an increase of revenue of $21.0 million, partially offset by an increase of $7.9 million in cost of sales driven by increased sales volume of approximately $10 million, partially offset
                by a favorable sales mix of approximately $2 million primarily due to lower levels of COCO service revenue, partially offset by an increase in SG&A of $3.8 million driven by increased employee related expenses, partially offset by a
                decrease in intangible amortization of $2.4 million, and an in increase in R&D of $1.2 million due to development activities regarding enhanced capabilities for our products.

    Note 5. Intangibles, net, page 96

            3.

            We note your disclosure that “due to the closure of all of the Company’s MUAS COCO sites during
                the three months ended April 30, 2023, we revised the estimated useful life for MUAS customer relationships which resulted in accelerated intangible amortization expense of $34,149,000 during the fiscal year ended April 30, 2023.” Given the
                $156 million goodwill impairment charge taken in the MUAS segment in the current year, tell us and disclose if the developed technology intangible asset acquired as part of the Arcturus acquisition and included in the MUAS segment was
                tested for impairment as of April 30, 2023. If not, please explain your basis for that decision.

            The Company acknowledges the Staff’s comment and advises the Staff that the developed technology intangible asset acquired as part of the Arcturus
              acquisition and included in the MUAS segment was tested for impairment as of April 30, 2023. The Company intends to disclose that fact in its upcoming Annual Report on Form 10-K for the fiscal year ending April 30, 2024 and disclose any
              future impairment tests, as applicable, in corresponding Exchange Act periodic reports.

            As background for the Staff, the developed technology intangible asset acquired as part of the Arcturus acquisition is utilized in the Company’s
              Jump 20 products. The MUAS segment historically used the Jump 20 products in both COCO services and product sales. The Company continues to market and sell Jump 20 products as part of product sales. The following describes the testing for
              impairment of the developed technology intangible asset acquired as part of the Arcturus acquisition as of April 30, 2023:

      4

                MUAS customer relationship intangible asset

                On February 24, 2023, the Company was issued a stop work notification for the Company’s remaining MUAS COCO services site location, which terminated the COCO flight services effective
                  immediately. The MUAS customer relationship intangible asset was directly associated with the Company’s CO