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CORRESP
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    correspondence.htm

    July
      17,
      2007

    Via
      Edgar, Federal Express and Facsimile

    Angela
      Crane

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

    Re:      NVIDIA
      Corporation

    Comments
      on Form 10-K for the year ended January 28, 2007

    File
      Number 000-23985

    Dear
      Ms.
      Crane:

    On
      behalf
      of NVIDIA Corporation (“NVIDIA” or the “Company”) we are submitting for filing
      this letter in response to comments received from the staff of the Securities
      and Exchange Commission (the “Commission” and the “Staff”) by letter dated July
      9, 2007 (the “Comment Letter”) with respect to the Company’s Form 10-K for the
      fiscal year ended January 28, 2007, Form 10-Q for the quarterly period ended
      April 29, 2007, and Form 8-K filed May 10, 2007.

    The
      numbering of the paragraphs below corresponds to the numbering of the comments
      in the Comment Letter, which for the Staff’s convenience have been included in
      this response letter.

    Form
      10-Q for the quarterly period ended April 29, 2007

    Management's
      Discussion and Analysis, page 21

              1.

              When
                you cite more than one factor in explaining the
                change in a financial statement line item, the amounts of the individual
                factors cited, including offsetting factors, should be separately
                quantified. Please apply throughout MD&A in future
                filings.

    NVIDIA
      respectfully acknowledges the Staff’s comment and we will separately quantify
      the amounts of individual factors cited when we cite more than one factor in
      explaining the change in a financial statement line item, to the extent that
      it
      is practicable to do so.  We will apply this practice in our future
      filings, beginning with our Form 10-Q to be filed for the quarterly period
      ending July 29, 2007.

    Note
      10. Balance Sheet Components, page 14

              2.

              We
                note that "accrued customer programs" represent 22%
                of your total liabilities. Please tell us and revise future filing
                to
                disclose the nature of these customer programs and how you account
                for
                them. Cite the accounting literature that supports your accounting
                treatment.

    NVIDIA
      advises the Staff that “accrued customer programs” consist primarily of rebates
      and marketing development funds.  Accrued customer rebates and
      marketing programs accounted for 99.98% of the total accrued customer programs
      as of the quarter ended April 29, 2007.

    We
      described these customer programs and our accounting for them in our Form 10-K
      for the year ended January 28, 2007, in both the Critical Accounting Policies
      and Estimates section of Item 7. Management’s Discussion and Analysis of
      Financial Condition and Results of Operations, and in Note 1 – Organization and
      Summary of Significant Accounting Policies of our Consolidated Financial
      Statements, as follows:

    “We
      record estimated reductions to revenue for customer programs at the time revenue
      is recognized. Our customer programs primarily involve rebates, which are
      designed to serve as sales incentives to resellers of our products in various
      target markets. We account for rebates in accordance with Emerging Issues Task
      Force Issue 01-9, or EITF 01-09, Accounting for Consideration Given by a Vendor
      to a Customer (Including a Reseller of the Vendor’s Products) and, as such, we
      accrue for 100% of the potential rebates and do not apply a breakage factor.
      Rebates typically expire six months from the date of the original sale, unless
      we reasonably believe that the customer intends to claim the rebate. Unclaimed
      rebates are reversed to revenue upon expiration of the rebate.

    Our
      customer programs also include marketing development funds, or MDFs. We account
      for MDFs as either a reduction of revenue or an operating expense in accordance
      with EITF 01-09. MDFs represent monies paid to retailers, system builders,
      original equipment manufacturers, or OEMs, distributors and add-in card partners
      that are earmarked for market segment development and expansion and typically
      are designed to support our partners’ activities while also promoting NVIDIA
      products. If market conditions decline, we may take actions to increase amounts
      offered under customer programs, possibly resulting in an incremental reduction
      of revenue at the time such programs are offered.”

    NVIDIA
      respectfully acknowledges the Staff’s comment and will include similar
      disclosures in the Notes to our Consolidated Financial Statements in our
      future filings on Form 10-Q regarding the nature of, and accounting for,
      customer programs.

    Form
      8-K filed May 10, 2007 (correction of typographical error indicating filing
      date
      as March 10, 2007 instead of May 10, 2007)

        3. Please
          revise the statement of income to remove the "total stock-based compensation
          expense" line-item from the table included as a footnote on the face of
          your
          statements of income. As indicated in SAB Topic 14-F, you can revise the
          statement to present the related stock-based compensation charges in a
          parenthetical note to the appropriate income statement line
          items.

    NVIDIA
      respectfully acknowledges the Staff’s comment and we will remove the “total
      stock-based compensation expense” line item from the table included as a
      footnote on the face of our statements of income from our future earnings
      releases furnished by Form 8-K.

    4.
      We
      note that you present your non-GAAP measures and reconciliation in the form
      of
      adjusted statement of income. This format may be confusing to investors as
      it
      also reflects several non-GAAP measures, including non-GAAP gross profit,
      non-GAAP operating income, non-GAAP income before income tax expense, non-GAAP
      income taxes, non-GAAP basic net income per share, and non-GAAP diluted shares,
      which have not been described to investors. In fact, it appears that management
      does not use certain of these non-GAAP measures but they are shown here as
      a
      result of the presentation format. Please note that Instruction 2 to Item 2.02
      of Form 8-K requires that when furnishing information under this item, you
      must
      provide all the disclosures required by paragraph (e)(1)(i) of Item 10 of
      Regulation S-K, including a reconciliation to the directly comparable GAAP
      measure for each non-GAAP measure presented and explain why you believe the
      measures provide useful information to investors.

              ·

              To
                eliminate investor confusion, please remove the adjusted statements
                of
                income from all future filings and instead disclose only those non-GAAP
                measures used by management that you wish to highlight for investors,
                with
                the appropriate
                reconciliations.

              ·

              Please
                note that in the event that your Form 8-K is
                incorporated by reference into a 33 Act registration statement, we
                may
                have additional questions relating to the appropriateness of this
                information being included in a document filed with, and not just
                furnished to, the Commission. At that time, we may request an amendment
                to
                the Form 8-K.

    In
      response to the Staff’s comment, we will remove the presentation of an adjusted
      non-GAAP statement of income from our future earnings releases furnished by
      Form
      8-K and we plan to disclose only those non-GAAP measures used by management
      that
      we wish to highlight for investors, with the appropriate
      reconciliations.

    NVIDIA
      also informs the Staff that the Form 8-K filed on May 10, 2007, has not been
      incorporated by reference in any other filing under the Securities Act of
      1933.  Additionally, please note that we do not plan to incorporate
      this Form 8-K in any of our future filings made pursuant to the Securities
      Act
      of 1933.

    In
      connection with responding to the Staff’s comments, NVIDIA acknowledges
      that:

              ·

              The
                Company is responsible for the adequacy and accuracy of the disclosure
                in
                its filings;

              ·

              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 federal securities
                laws of the United States.

    Please
      call me at (408) 486-2000 regarding any questions or comments on this
      matter.

    Sincerely,

                /s/
Marvin
                  D. Burkett

                Marvin
                  D. Burkett

                Chief
                  Financial Officer

      cc:        Jen-Hsun
        Huang

    Raman
      Chitkara (PricewaterhouseCoopers LLP)

                Eric
      C. Jensen (Cooley Godward Kronish LLP)