United States securities and exchange commission logo

                              August 19, 2020

       Richard K. Palmer
       Chief Financial Officer
       Fiat Chrysler Automobiles N.V.
       25 St. James's Street
       London SW1A 1HA
       United Kingdom

                                                        Re: Fiat Chrysler
Automobiles N.V.
Statement on Form F-4
                                                            Filed July 24, 2020
                                                            File No. 333-240094

       Dear Mr. Palmer:

              We have reviewed your 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form F-4 filed July 24, 2020


   1.                                                   Please limit your
prospectus cover page to one page. Please see Item 501(b) of
                                                        Regulation S-K.
       Background to the Merger, page 54

   2.                                                   Please revise to
disclose in greater detail the negotiations regarding the material terms,
                                                        such as the amount of
the pre-merger distributions to shareholders of each company, the
                                                        exchange ratio, and the
termination fees. Include in your revisions the consideration
                                                        proposed by each party
and any counter proposals.
 Richard K. Palmer
FirstName  LastNameRichard  K. Palmer
Fiat Chrysler Automobiles N.V.
August  19, NameFiat
            2020     Chrysler Automobiles N.V.
Page  2 19, 2020 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 190

3.       On page F-1, you disclose that FCA will continue to work on the
separation of its holding
         in Comau, which will be separated promptly following closing.
Additionally, each
         company intents to distribute a    1.1 billion ordinary dividend in
2020 related to fiscal year
         2019, subject to approval by each company   s Board of Directors and
shareholder. Revise
         to include pro forma adjustments to reflect these transactions or
disclose why pro
         forma adjustments were not necessary.
Consolidated Companies
Business combinations: Acquisition of Clarion by Faurecia, page F-21

4.       We note your disclosure that the "business combination was accounted
for provisionally at
         December 31, 2019 as the fair values assigned to the identifiable
assets acquired and
         liabilities assumed and the related goodwill may be amended within the
one-year period
         following the March 2019 acquisition date." Please revise your
disclosure to indicate if
         you have determined that a material adjustment will be, or has been,
made to the
         provisional accounting in fiscal 2020.
Note 5.1. Revenue
Accounting Policies, Manufacturing and sales companies
Automotive segment, page F-32

5.       On page 132, you disclose PSA sells its vehicles to both fleet and
retail customers through
         independent dealers and its network of wholly owned dealers and
subsidiaries. In FCA's
         Form 20-F, which is incorporated by reference, FCA discloses certain
fleet sales are
         accounted for as operating leases and are included in vehicle sales.
Please tell us and
         disclose if there are material differences in the timing or
measurement of revenue relating
         to PSA's fleet customers. In this regard, confirm if the buyback
commitment policy
         applies to your fleet and/or retail customers and provide further
context for these
         arrangements, including the accounting guidance considered for this

6.       Please file a revised Exhibit 8.5 that includes counsel's consent to
the use of its name in
         the registration statement.
7.       Please advise how you determined that the jurisdictional statements in
paragraph 4.4 of
         Exhibit 8.1 and the last paragraphs of Exhibits 8.2 and 8.4 are
appropriate and
         enforceable, including with respect to claims arising under the
federal securities laws.
         Also, the disclaimer of liability in paragraph 4.6 of Exhibit 8.1
appears inappropriate.
         Please file a revised opinion.
        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.
 Richard K. Palmer
Fiat Chrysler Automobiles N.V.
August 19, 2020
Page 3

       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

       You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions
comments on the financial statements and related matters. Please contact Sergio
Chinos, Staff
Attorney, at (202) 551-7844 or Geoffrey Kruczek, Staff Attorney, at (202)
551-3641 with any
other questions.

FirstName LastNameRichard K. Palmer                        Sincerely,
Comapany NameFiat Chrysler Automobiles N.V.
                                                           Division of
Corporation Finance
August 19, 2020 Page 3                                     Office of
FirstName LastName