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                          December 15, 2020

       James H. Litinsky
       President and Chief Executive Officer
       MP Materials Corp. / DE
       6720 Via Austi Parkway, Suite 450
       Las Vegas, Nevada 89119

                                                        Re: MP Materials Corp.
/ DE
                                                            Registration
Statement on Form S-1
                                                            Filed December 9,
2020
                                                            File No. 333-251239

       Dear Mr. Litinsky:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.

                                                        Please contact Kevin
Dougherty at (202) 551-3271 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Energy & Transportation
       cc:                                              Michael P. Heinz