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Mail Stop 6010
August 27, 2008

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 Mr. Marvin D. Burkett Chief Financial Officer Nvidia Corporation 2701 San Tomas Expressway Santa Clara, California 95050
 Re: Nvidia Corporation
  Form 10-K for the year ended January 27, 2008
  Filed March 21, 2008    Form 10-Q for the quarter ended July 27, 2008   File No. 000-23985
Dear Mr. Burkett:

We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your future filings in re sponse to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanati on.  In some of our comments,
we may ask you to provide us with informati on so we may better unders tand your disclosure.
After reviewing this information, we may raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

Mr. Marvin Burkett
Nvidia Corporation
August 27, 2008 Page 2   Form 10-Q for the quarterly period ended July 27, 2008

 Financial Statements, page 3

 Note 16. Fair Value of Cash Equivalent s and Marketable Securities, page 25

 1. We note that approximately 92% of your avai lable for sale securities were measured
based on level 2 inputs. Please tell us mo re about the inputs used, including how you
obtain these inputs, what they represent and how you are able to corr oborate these prices.
Further, please explain to us and investors in future filings the nature of these particular
markets and why they would be considered “less active markets” as you refer to them. For example, explain if the market is less activ e due to the fact that the related auctions
are failing.
 2. We see that all of your cash equivalents and marketable securities valuations are
classified as level 1 or level 2 because you “value those using quoted market prices or
alternative pricing sources and models ut ilizing market observable inputs.” Please
respond to the following:
• Please tell us, and revise future filings to tell investors, what your alternative pricing
sources are and how you obtain and corroborate this information.
• Further, please also explain how you develop the models utilizing market observable
inputs, explain the nature of these models , why you believe these values represent the
current fair value of your investments, a ny significant assumptions used in the model
and how you corroborate the information provided by these models.
• Tell us the amount of the cash equivalents a nd marketable securities that are valued
based on alternative pricing sources as well as the amount based on the models
utilizing market observable inputs.
• Please clearly explain to us why you belie ve the inputs obtained through the use of
models utilizing market observable inputs re present level 2 inputs rather than level 3
inputs.
• Please also revise your Critical Accounting Policies in future filings to discuss
significant assumptions and estimates made  by management in determining fair
value.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
26

Liquidity and Capital Resources, page 34
 Liquidity, page 35

 3. We note that you hold approximately $1.66 b illion and $1.81 billion in cash, cash
equivalents and marketable securities at July 27, 2008 and January  27, 2008, respectively.
Further, we noted that $892.6 million of your por tfolio had a maturity of less than a year

Mr. Marvin Burkett
Nvidia Corporation
August 27, 2008 Page 3
and a substantial majority of your remaining investments have remaining maturities of
three years or less.

• Please clarify for us the amount of your inve stments that you have classified as short
term and as long-term as of July 27, 2008.

• We see your disclosure that recent U.S. sub-prime mortgage defaults have had a
significant impact across various sectors of the fina ncial markets causing credit and
liquidity issues and the short term  funding markets experienced issues during the
third and fourth quarter of calendar 2007 . We also noted your related disclosure that
if the market continues to deteriorate your investment portfolio may be impacted and
you could determine some of your investments are impaired. Please explain the current impact of the referenced market conditions on your investment portfolio and
how you determined that that you did not ha ve any other than temporary impairments
on your portfolio of available for sale investments as of July 27, 2008.

• Please also clarify whether you have the intent  and the ability to hold these securities
until maturity, if necessary. Refer to SFA S 115, SAB Topic 5M, or  other authoritative
accounting literature which supports your analysis.
 Exhibit 31

 4. We note that the identification of the certi fying individual at the beginning of the
certification required by Exchange Act Rule 13a-14(a) also includes the title of the
certifying individual.  In future filings, the identification of the certifying individual at the
beginning of the certification s hould be revised so as not to include the indi vidual’s title.

 As appropriate, please respond to these comm ents within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  De tailed letters greatly f acilitate our review.
Please understand that we may have additional co mments after reviewing your responses to our
comments.    We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

Mr. Marvin Burkett
Nvidia Corporation August 27, 2008 Page 4
   In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
You may contact Julie Sherma n, Staff Accountant, at (202)  551-3640 or me at (202) 551-
3603 if you have any questions regarding these comments.  In this regard, do not hesitate to contact Angela Crane, Accounting Branch Chief, at (202) 551-3554.
        S i n c e r e l y ,
           J a y  W e b b           Reviewing Accountant