By Nichola Groom

LOS ANGELES (Reuters) - Solar panel maker SolarCity Corp <SCTY.O> said on Monday it has formed a special committee of just two directors to evaluate Tesla Motors Inc's <TSLA.O> $2.8 billion takeover offer.

The committee will evaluate the offer and "a broad range of strategic alternatives," the top U.S. solar installer said in a statement. It did not elaborate on those alternatives, and a spokesman was not immediately available for comment.

The electric car maker announced its proposed acquisition last Tuesday, sending its shares sharply lower.

SolarCity independent directors Donald Kendall and Nancy Pfund will serve on the committee. Kendall is the chief executive of investment management firm Kenmont and is the only member of SolarCity's board with no direct ties to Tesla, the Southern California automaker founded and run by Elon Musk, who is also the chairman of SolarCity.

Pfund is a venture capitalist whose firm, DBL Partners, has backed Musk companies SolarCity, Tesla and Space Exploration Technologies Corp, known as SpaceX.

Tesla said last week that by acquiring SolarCity, the two companies would form a one-stop clean energy shop, offering consumers solar panels, home battery storage and electric cars under a single trusted brand. Investors, however, have been cool to the deal, sending the value of Tesla down more than what it proposed to pay for SolarCity.

Five of SolarCity's eight board members recused themselves from ruling on the Tesla deal because of their ties to the company or to Musk, who is also Tesla's CEO. That group includes SolarCity founders Lyndon and Peter Rive, the company's CEO and chief technology officer, who also are Musk's first cousins.

The status of SolarCity board member John Fisher in evaluating the deal was not immediately clear. Fisher has not recused himself so far.

(Additional reporting by Anya George Tharakan in Bengaluru; Editing by Matthew Lewis)