March 4, 2019

Elon Musk
Chief Executive Officer
Tesla, Inc.
3500 Deer Creek Road
Palo Alto, CA 94304

       Re: Tesla, Inc.
           Registration Statement on Form S-4
           Filed February 20, 2019
           File No. 333-229749

Dear Mr. Musk:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand 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, please 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.

Form S-4 filed February 20, 2019

General

1.     Please update the prospectus to include the information required by Item
19(a)(7) of
       Form S-4 for the most recently completed fiscal year, including the
information required
       by Item 402 of Regulation S-K. Alternatively, amend your Form 10-K to
provide
       such information. For guidance, refer by analogy to Securities Act Forms
Compliance
       and Disclosure Interpretation 123.01.
2.     We note that your forum selection provision identifies a state court
located within the
       State of Delaware (or, if no state court located within the State of
Delaware has
       jurisdiction, the federal district court for the District of Delaware)
as the exclusive forum
       for certain litigation, including any "derivative action." Please
disclose whether this
       provision applies to actions arising under the Securities Act or
Exchange Act. If so,
 Elon Musk
Tesla, Inc.
March 4, 2019
Page 2
         please also state that there is uncertainty as to whether a court
would enforce such
         provision. If the provision applies to Securities Act claims, please
also state that
         stockholders will not be deemed to have waived the company's
compliance with the
         federal securities laws and the rules and regulations thereunder. In
that regard, we note
         that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
         courts over all suits brought to enforce any duty or liability created
by the Securities Act
         or the rules and regulations thereunder.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact John Dana Brown at 202-551-3859 or Laura Nicholson,
Special
Counsel, at 202-551-3584 with any questions.



FirstName LastNameElon Musk                                     Sincerely,
Comapany NameTesla, Inc.
                                                                Division of
Corporation Finance
March 4, 2019 Page 2                                            Office of
Transportation and Leisure
FirstName LastName