SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

May 27, 2011
 David L. White Chief Financial Officer NVIDIA Corporation 2701 San Tomas Expressway Santa Clara, California 95050
 Re: NVIDIA Corporation
Form 10-K for the Fiscal Year Ended January 30, 2011
  Filed March 16, 2011
File No. 000-23985

Dear Mr. White:

We have limited our review to only your financial statements and related disclosures and do
not intend to expand our review to other portions of your documents.  In our comment, we may ask
you to provide us with information so we may better understa nd your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.                 Form 10-K for the Fiscal Year Ended January 30, 2011

  Liquidity, page 48

1. We note your disclosure on page 87 that as of January 30, 2011, United States federal and
state income taxes have not been pr ovided on approximately $904.3 million of
undistributed earnings of non-United States subs idiaries as such earnings are considered
to be indefinitely reinvested.  To the extent  such amounts could be c onsidered material to
an understanding of your liquidity and capital resources, please revise your future filings

David L. White
NVIDIA Corporation May 27, 2011 Page 2
 to disclose the amounts of the cash and investment amounts held by your foreign subsidiaries that would not be available fo r use in the United States.  Please further
provide a discussion of any known trends, dema nds or uncertainties as a result of this
policy that are reasonably likely to have a ma terial effect on the business as a whole or
that may be relevant to your financial flex ibility.  Refer to Item  303(a)(1) of Regulation
S-K, SEC Release 33-8350, and Financial Reporting Codifica tion Section 501.03.a.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since 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 responding to this comment, please provi de a written 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 response 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 federa l securities laws of  the United States.

You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or myself, at (202)
551-3212 if you have questions regarding comments  on the financial statements and related
matters.  In this regard, do not hesitate to Mar tin James, Senior Assistant Chief Accountant, at
(202) 551-3671 with any other questions.

         S i n c e r e l y ,                     Jeff Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f