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                              December 23, 2021

       Zachary Kirkhorn
       Chief Financial Officer
       Tesla, Inc.
       13101 Harold Green Road
       Austin, TX 78725

                                                        Re: Tesla, Inc.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2020
                                                            Filed February 8,
2021
                                                            File No. 001-34756
                                                            Response Letter
Dated April 27, 2021

       Dear Mr. Kirkhorn:

              We have reviewed your April 27, 2021 response to our comment
letter and have the
       following 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       April 15, 2021 letter.

       Form 10-K filed April 30, 2021

       Financial Statements
       Consolidated Statement of Operations, page 55

   1.                                                   We note your response
in your letter dated April 27, 2021 to our prior comment. You
                                                        disclose that you earn
tradeable credits in the operation of your business for zero-emission
                                                        vehicles, greenhouse
gas, fuel economy and clean fuel. It appears the sales of regulatory
                                                        credits may be a
revenue stream that is distinct from your automotive sales and appears to
                                                        have a material impact
on your consolidated gross margin, automotive sales gross margin
                                                        and net income. As
such, it continues to be unclear why you have chosen to include
                                                        regulatory credit sales
in your presentation of automotive sales on the face of your
                                                        financial statements
and automotive gross margin disclosed outside your financial
 Zachary Kirkhorn
Tesla, Inc.
December 23, 2021
Page 2
         statements. Please address the following items regarding your sales of
regulatory credits:

                In your response to our comment you state that you    have
chosen to combine
              regulatory credit sales in the    Automotive sales    financial
statement line item
              because: The regulatory credit sales included in the automotive
sales revenue line
              item relate solely to, and are the direct outcome of, the
production and sale of our
              new vehicles   . Please provide us with a fulsome analysis that
supports your choice to
              present the sale of regulatory credits within the Automotive
sales line item.
              Specifically address and compare and contrast automotive sales
and the sale of
              regulatory credits. Without limitation, address the nature of the
underlying item sold,
              the timing of when the item is available for internal use and/ to
be sold to a third
              party and the conditions and timing of when you recognize the
sale.
                Please quantify for us your sales of other regulatory credits
or incentives (e.g.
              Solar/renewable energy) not included in your Automotive Sales
line item of your
              Statement of Operations. In addition, clarify for us where sales
of non-automotive
              credits and incentives are presented in the Statement of
Operations. Without
              limitation, specifically address the Governmental Programs,
Incentives and
              Regulations noted in your disclosures on page 9 and page 73.
                In future filings, expand your Results of Operations in MD&A to
separately address
              the impact the sale of all regulatory credits and incentives had
on your gross profit
              and net income. You should emphasize that the sales of regulatory
credits have no
              associated cost and the timing of such sales is not necessarily
correlated to the actual
              sales of automobiles.

      You may contact Kevin Stertzel at (202) 551-3723 if you have questions
regarding
comments on the financial statements and related matters. Please contact John
Cash at (202)
551-3768 with any other questions.



FirstName LastNameZachary Kirkhorn                             Sincerely,
Comapany NameTesla, Inc.
                                                               Division of
Corporation Finance
December 23, 2021 Page 2                                       Office of
Manufacturing
FirstName LastName