UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549


    DIVISION OF
CORPORATION FINANCE


                                                                     March 4,
2019


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

          Re:     Maxwell Technologies, Inc.
                  Schedule TO-T
                  Filed on February 20, 2019 by Tesla, Inc. and Cambria
Acquisition Corp.
                  File No. 005-34398

  Dear Mr. Musk,

          We have reviewed the above-captioned filing, and have the following
comments. Some
  of our comments may ask for additional information so we may better
understand the disclosure.

         Please respond to this letter by amending the filing and/or by
providing the requested
  information. After reviewing any amendment to the filing and any information
provided in
  response to these comments, we may have additional comments. If you do not
believe our
  comments apply to your facts and circumstances, and/or do not believe an
amendment is
  appropriate, please tell us why in a written response.

  Schedule TO

  General

  1. Page 27 of the associated prospectus filed with the Form S-4 registration
statement contains
     forward-looking information. The Private Securities Litigation Reform Act
of 1995, by its
     terms, does not extend "safe harbor" protections to forward-looking
statements made in
     connection with tender offers. Accordingly, the forward-looking statements
included within
     the Offer to Exchange cannot be determined to have been made "within the
meaning of
     Section 27A of the Securities Act and Section 21E of the Exchange Act."
Please revise.

  Item 4. Terms of the Transaction

  2. In multiple locations throughout the Offer to Exchange, the disclosure
indicates that the
     decisions made by Tesla and the Offeror will be final and binding "to the
extent permitted by
 Elon Musk
Tesla, Inc.
March 4, 2019
Page 2

    law." Notwithstanding the tacit acknowledgment that all decisions made
might not actually
    be "final and binding", please revise to remove the implication that
shareholders cannot
    challenge the decisions made by Tesla and the Offeror in a court of
competent jurisdiction.

3. In multiple locations throughout the Offer to Exchange, the pricing formula
has been
   summarized in a way that indicates the fraction of a share of Tesla common
stock to be
   received will be partially derived from certain Tesla trading prices
observed over the five
   consecutive trading days "ending on and including the second trading day
immediately
   preceding the expiration of the offer..." Disclosure at page 50 similarly
indicates that the
   "exchange ratio will be fixed at the close of business on the second trading
day prior to the
   expiration date of the offer." Given that the term "expiration date" has
been defined to mean
   an exact time, and that time is currently 11:59 p.m. on March 19, 2019,
March 19 is, at a
   minimum, a trading day that precedes expiration of the offer and thus
arguably also is a
   trading day that precedes the "expiration date" under the cited definition.
Consequently, the
   current formulation may be interpreted to mean the final exchange ratio will
be fixed at the
   close of business on March 18, 2019, which is currently one business day
before the offer is
   scheduled to expire. Please revise to remove the implication that Tesla is
seeking to establish
   the final exchange ratio one business day before the tender offer expires,
or advise.

4. The disclosure at page 53 of the associated prospectus filed with the Form
S-4 registration
   statement indicates that the conditions are for "the sole benefit of Tesla
and the Offeror and
   may be asserted by Tesla or the Offeror regardless of the circumstances
giving rise to any
   such conditions..." Conditions that are subjectively determinable and
otherwise within the
   control of the bidders may result in the tender offer being deemed illusory
and thus made in
   contravention of Section 14(e). Please revise to remove the implication that
the offer
   conditions may be triggered by action or inaction of Tesla and the Offeror.

Item 10. Financial Statements

5. Financial information may only be incorporated by reference to the extent
the required
   information has been filed as, and included within, an exhibit to Schedule
TO. To the extent
   the information required by Item 1010(a) of Regulation M-A has been
incorporated by
   reference from the prospectus filed under cover of the Form S-4 registration
statement, the
   prospectus would have needed to have explicitly included all of the
specified information as
   distinguished from incorporating such information by reference. Please
revise to include the
   required information as an exhibit, or advise. See General Instruction F to
Schedule TO.

6. Please advise us, with a view towards revised disclosure, whether the
presentation titled
   "Selected Historical Consolidated Financial Information of Tesla" conforms
to disclosure
 Elon Musk
Tesla, Inc.
March 4, 2019
Page 3

    standards other than those codified under Item 1010(c) of Regulation M-A.
For example, no
    distinction has been drawn between current or non-current assets or
liabilities as required
    under Item 1010(c)(1) of Regulation M-A. To the extent that the financial
information
    required by Item 1010(a) of Regulation M-A continues to be incorporated by
reference into
    the Schedule TO, however, these required disclosures must be summarized in
accordance
    with Item 1010(c) of Regulation M-A in the Offer to Exchange. See
Instruction 6 to Item 10
    of Schedule TO. Unless the financial statements required by Item 10 of
Schedule TO and
    corresponding Item 1010(a) of Regulation M-A already have been printed and
delivered to
    Maxwell security holders, please revise to comply with Item 1010(c),
including disclosure of
    the ratio of earnings to fixed charges computed in a manner consistent with
Item 503(d) of
    Regulation S-K for the two most recent fiscal years and the interim periods
provided under
    Item 1010(a)(2) of Regulation M-A. Refer to Item 1010(c)(4) of Regulation
M-A.

        We remind you that the bidders are responsible for the accuracy and
adequacy of their
    disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

        You may contact me at (202) 551-3266 with any questions.


                                                            Sincerely,

                                                            /s/ Nicholas P.
Panos

                                                            Nicholas P. Panos
                                                            Senior Special
Counsel
                                                            Office of Mergers &
Acquisitions

cc: Mark B. Baudler, Esq.
Michael S. Ringler, Esq.