Tesla (TSLA) CORRESPCorrespondence with SEC

		650 Page Mill Road Palo Alto, CA 94304-1050   PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com

April 2, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Ladies and Gentlemen:

On behalf of our client, Tesla, Inc. (“Tesla” or the “Company”), we submit this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated March 26, 2019, relating to the above referenced Amendment No. 1 to Registration Statement on FormS-4 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter and Amendment No. 3 to the Registration Statement (“Amendment No. 3”). In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response.

Amendment No. 1 to Registration Statement on FormS-4

Exhibits

The Company respectfully advises the Staff that it has filed the agreements described in its Current Report on Form8-K filed on March 7, 2019 as Exhibit 10.68 and Exhibit 10.69 to Amendment No. 3.

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AUSTIN    BEIJING    BOSTON    BRUSSELS    HONGKONG    LONDON    LOSANGELES    NEWYORK    PALOALTO

SANDIEGO    SANFRANCISCO    SEATTLE    SHANGHAI    WASHINGTON,DC    WILMINGTON,DE

Securities and Exchange Commission

April 2, 2019

Page 2

Please direct any questions regarding the Company’s response or Amendment No. 3 to me at (650)320-4597 or mbaudler@wsgr.com.