SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628
   February 23, 2009

Via Facsimile and U.S. Mail

Jen-Hsun Huang
President and Chief Executive Officer NVIDIA Corporation 2701 San Tomas Expressway Santa Clara, CA  95050
Re: NVIDIA Corporation
 Schedule TO-I
 Filed February 11, 2009  File No. 5-56649

Dear Mr. Huang:
 We have limited our review of  the filing to those issues we have addressed in our
comments.  Where indicated, we think you s hould revise the document in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
The purpose of our review process is to assist you in the compliance with the
applicable disclosure requirements and to e nhance the overall disclosu re in the 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 free to call us at the
telephone numbers listed at the end of th is letter.

Schedule TO-I

 Item 6.  Purposes of the Tran saction and Plans or Proposals

1. We note the disclosure you pr ovide under (c) of this se ction.  It does not appear
you have provided similar disclosure in your  Offer to Purchase document. In that
regard, please revise your Offer to Purcha se document to include information set
forth in (c) as delivered to security holders.  See  Rule 13e-4(d)(1) and
(e)(1)(ii)(A).

Jen-Hsun Huang
NVIDIA Corporation February 23, 2009 Page 2  Exhibit 99.(a)(1)(A):  Offer to Purchase

 Cover Page, page i

 1. We note the disclosure on page i where you disclose that “the Offer will not be
made to, nor will Eligible Options be accepted for payment under the terms of the
Offer from or on behalf of employees” in jurisdictions where the offer would violate applicable law. We also note si milar disclosure you have in the section
entitled “Forward-Looking Statements; Mi scellaneous” on page 20.  Please note
that the all-holders provision in Exchange  Act Rule 13e-4(f)(8) applies equally to
U.S. holders as well as non-U.S. holders.  Refer to the interp retive guidance in
section II.G.1. of SEC Releas e 33-8957.  Please advise us as to how the company
is complying with the all-holders provisi on in Rule 13e-4(f)( 8), or revise the
disclosure here consis tent with that Rule.
 Acceptance of Options for Purchase and Can cellation; Delivery of Total Payment, page
12
2. We note the disclosure indi cating that “as promptly as practicable” following the
offer termination date, you expect to accep t all eligible options properly tendered.
Rule 14e-1 (c) requires that you provid e the cash payment in exchange for the
options tendered promptly  upon expiration of the offer.  Please revise and clarify
your disclosure accordingly.

Conditions of the Offer, page 12
3. We note your disclosure in second full paragraph of this  section where you
provide that your “failure to  exercise any of these right s is not a waiver of any
rights.  The wavier of any of these rights with respect to particular facts and
circumstances is not a waiver with respect  to any other facts and circumstances.”
This language appears to imply that if a condition is triggered and you fail to
assert the condition, you will not lose the ri ght to assert the condition at a later
time.  Please note that when a condition is triggered and you decide to proceed
with the offer anyway, we believe that this  decision is tantamount to a waiver of
the triggered condition(s).  Depending on th e materiality of the waived condition
and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to option holders.  In that regard, please
confirm your understanding to us that if an offer condition is triggered, you will
notify shareholders whether or not y ou have waived an offer condition.

Jen-Hsun Huang
NVIDIA Corporation February 23, 2009 Page 3
Interests of Directors an d Officers; Transactions and Arrangements Involving
Options, page 15
4. We note your disclosure in the third fu ll paragraph of this  section where you
provide that “[n]either NVIDIA, nor, to the best of our knowledge , any of our
directors or executive officers, nor any affiliates of us or our directors or
executive officers, have e ngaged in transactions invol ving Eligible Options during
the 60 days prior to the date of this Of fer.” (Emphasis added).  Please delete the
qualifying language, or explain to us w hy you need to qualify your disclosure
with the “to the best of our knowledge” la nguage.  Please also apply this comment
to similar disclosure you provide under the heading “Interests of Directors and
Officers; Transactions and Arrangeme nts Involving Options” on page 15.

Extension of the Offer; Termination; Amendment, page 17
5. In the first full paragraph of  this section, you reserve the right to extend the offer
by “giving oral or written notice” to opti on holders.  We do not believe that orally
informing option holders of such a deve lopment, without more, satisfies your
obligations under the tender offer rules.  Please confirm that you will provide
appropriate notice through the filing and di ssemination of revised offer materials.
See Rule 13e-4(c)(3) and (e)(3).
Additional Information, page 19
6. We note the statement in the last senten ce of the first full paragraph under this
heading that “[y]ou also may want to re view the filings we make with the SEC
after the date of the Offer.”  Schedule TO does not permit forward-incorporation.
To the extent that you wish to incorporat e information in future filings into the
Schedule TO, you are required to file a Sc hedule TO-I/A specifically doing so by
referencing the applicable filing.  Pl ease supplementally confirm that the
Schedule TO-I will be amended to specifica lly include any future filings that
relate to any material information related to the offer.

* * *

As appropriate, please amend your filing in response to these comments.  You may
wish to provide us with mark ed copies of the amended filin g to expedite our review.
Please furnish a cover letter with your amen ded filing that keys your responses to our
comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amended filing and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staf f to be certain that they have provided all

Jen-Hsun Huang
NVIDIA Corporation February 23, 2009 Page 4  material information to investors.  Sin ce the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
the filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Divi sion of Corporation Finance in our review
of your filings or in response to our comments on your filings.
Please direct any questions to me at ( 202) 551-3621 or, in my absence, to Dan
Duchovny, Special Counsel, at (202) 551-3619.  You may also contact me via facsimile
at (202) 772-9203.  Please send all corresponde nce to us at the following ZIP code:
20549-3628.          S i n c e r e l y ,

        Song Brandon        A t t o r n e y - A d v i s o r         Office of Mergers & Acquisitions  cc: Scott P. Spector, Esq.   William L. Hughes, Esq.   Fenwick & West LLP  801 California Street  Mountain View, CA  94041