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                             November 4, 2021

       Robert J. Scaringe
       Chief Executive Officer
       Rivian Automotive, Inc.
       14600 Myford Road
       Irvine, CA 92606

                                                        Re: Rivian Automotive,
Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed November 1,
2021
                                                            File No. 333-259992

       Dear Dr. Scaringe:

             We have reviewed your amended registration statement 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 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 29, 2021 letter.

       Amendment No. 2 to Registration Statement on Form S-1

       Summary, page 1

   1.                                                   We note your response
to prior comment two. We note your disclosure that your factory
                                                        is currently equipped
to produce up to 150,000 vehicles annually. We further note that
                                                        you expect to produce
approximately 1,200 R1Ts, 25 R1Ss, and 10 EDVs in 2021, and
                                                        that you expect to
deliver your 55,400 preorders by the end of 2023. Finally, we note
                                                        your reference on page
128 to a    vehicle build rate.    Please explain what is meant by
                                                           vehicle build rate
 and clarify that there is a distinction between (a) your estimated or
                                                        installed factory
capacity and (b) your current vehicle build rate or your present
                                                        production capacity.
Please clearly disclose your current vehicle build rate or present
                                                        production capacity.
Please also describe the primary obstacles you expect to overcome
 Robert J. Scaringe
FirstName  LastNameRobert   J. Scaringe
Rivian Automotive,  Inc.
Comapany 4,
November   NameRivian
              2021       Automotive, Inc.
November
Page 2     4, 2021 Page 2
FirstName LastName
         to increase your vehicle build rate in line with your production
forecast.
Summary Consolidated Financial and Other Data, page 20

2.       We note your revised presentation on page 20 in response to our
comment three with
         respect to the computation of pro forma basic and diluted net loss per
share. Please revise
         the denominator to reflect the following:

                Shares of Class A common stock to be issued upon conversion
your 2021 Convertible
              Notes immediately prior to the completion of the offering; and
                RSUs that will vest upon meeting the service-based and
performance-based
              conditions at completion of the offering.

         Additionally, please note the number of shares used in the calculation
of pro forma per
         share amounts should be based on the weighted average number of shares
outstanding
         during the period adjusted to give effect to the number of shares
issued or to be issued to
         consummate the transaction, or if applicable whose proceeds will be
used to consummate
         the transaction as if the shares were outstanding as of the beginning
of the period
         presented. Refer to Rule 11-02(a)(9)(ii) of Regulation S-X. In this
regard, the pro forma
         adjustment to reflect the conversion of contingently redeemable
convertible preferred
         stock should revised accordingly.

Risk Factors
Certain of our principal stockholders or their affiliates are or may in the
future engage in . . . ,
page 47

3.       Please revise your risk factor disclosure to describe the director
nomination agreement
         with Amazon. Please also describe any potential conflicts of interest
that may arise as a
         result of Amazon's roles (as a principal shareholder, with the power
to nominate a
         director, and your primary commercial customer) vis-  -vis your other
customers, both
         in terms of production and services.
Our People and Our Culture, page 142

4.       Please revise to include number of employees as of a more recent date.
 Robert J. Scaringe
Rivian Automotive, Inc.
November 4, 2021
Page 3

       You may contact Charles Eastman at 202-551-3794 or Jean Yu at
202-551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at
202-551-3754 with any
other questions.



                                                        Sincerely,
FirstName LastNameRobert J. Scaringe
                                                        Division of Corporation
Finance
Comapany NameRivian Automotive, Inc.
                                                        Office of Manufacturing
November 4, 2021 Page 3
cc:       Alison A. Haggerty
FirstName LastName