As filed with the Securities and Exchange Commission on March 23, 1999
Registration No. 333-



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


NVIDIA Corporation
(Exact name of registrant as specified in its charter)


        Delaware                                             94-3177549
(State of Incorporation)                        (I.R.S. Employer Identification No.)


3535 Monroe Street, Santa Clara, CA 95051
(Address of principal executive offices)


1998 Equity Incentive Plan
1998 Non-Employee Directors' Stock Option Plan
1998 Employee Stock Purchase Plan
Non-Plan Option Grants
(Full title of the plans)

Christine B. Hoberg
Chief Financial Officer
NVIDIA Corporation
3535 Monroe Street
Santa Clara, CA 95051
(408) 615-2500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)


Copies to:
Eric C. Jensen
Karyn R. Smith
Michael W. Hauptman
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000


CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
                                              Proposed        Proposed Maximum    Amount of
  Title of Securities      Amount to be   Maximum Offering       Aggregate       Registration
    to be Registered        Registered   Price per Share (1) Offering Price (1)      Fee
---------------------------------------------------------------------------------------------
Stock Options and Common
 Stock, par value $.001     12,425,996
 per share.............       shares        $4.92--$20.94     $116,074,263.72     $32,268.65
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share and aggregate offering price are based upon (a) for shares subject to outstanding options granted under the Company's 1998 Equity Incentive Plan, the 1998 Non-Employee Directors' Stock Option Plan and the 1998 Employee Stock Purchase Plan, and non-plan option grants, the weighted average exercise price for such outstanding options (pursuant to Rule 457(h) under the Act), or (b) for shares available for future grant under the Company's 1998 Equity Incentive Plan, the 1998 Non-Employee Directors' Stock Option Plan and the 1998 Employee Stock Purchase Plan, the average of the high and low prices of the Company's Common Stock on March 18, 1999 as reported on the Nasdaq National Market (pursuant to Rule 457(c) under the Act). The following chart illustrates the calculation of the registration fee:

------------------------------------------------------------------------------
------------------------------------------------------------------------------
                                Number of     Offering Price      Aggregate
     Title of Securities          Shares        per Share      Offering Price
------------------------------------------------------------------------------
Shares issuable pursuant to
 outstanding stock options
 under the 1998 Equity
 Incentive Plan.............    8,917,907    $     5.08(1)(a)  $ 45,302,967.56
------------------------------------------------------------------------------
Shares reserved for future
 issuance pursuant to the
 1998 Equity Incentive
 Plan.......................    2,653,714    $    20.94(1)(b)  $ 55,568,771.16
------------------------------------------------------------------------------
Shares issuable pursuant to
 the 1998 Non-Employee
 Directors' Stock Option
 Plan.......................      143,750    $     8.30(1)(a)  $  1,193,125.00
------------------------------------------------------------------------------
Shares reserved for future
 issuance pursuant to the
 1998 Non-Employee Directors'
 Stock Option Plan..........      156,250    $    20.94(1)(b)  $  3,271,875.00
------------------------------------------------------------------------------
Shares reserved for issuance
 pursuant to the 1998
 Employee Stock Purchase
 Plan.......................      500,000    $    20.94(1)(b)  $ 10,470,000.00
------------------------------------------------------------------------------
Shares issuable pursuant to
 outstanding options outside
 the Plans..................       54,375    $     4.92(1)(b)  $    267,525.00
------------------------------------------------------------------------------
Proposed Maximum Aggregate
 Offering Price.............                                   $116,074,263.72
------------------------------------------------------------------------------
Registration Fee............                 $32,268.65
------------------------------------------------------------------------------
------------------------------------------------------------------------------


PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by NVIDIA Corporation (the "Company") with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:

(a) The Company's latest annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed, or (2) the Company's effective registration statement on Form 10 or Form 20-F filed under the Exchange Act containing audited financial statements for the Company's latest fiscal year.

(b) The description of the Company's Common Stock that is contained in the Registration Statement on Form 8-A filed on January 12, 1999, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the Common Stock offered hereby will be passed upon for the Company by Cooley Godward LLP, San Francisco, California. As of the date of this Registration Statement, certain partners and associates of Cooley Godward own an aggregate of 129,091 shares of the Company's Common Stock, of which 124,091 shares are owned through investment partnerships. Additionally, James C. Gaither, a partner of Cooley Godward and a director of the Company, owns 44,289 shares of Common Stock of the Company and has an option to purchase 50,000 shares of the Company's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Section 145 of the Delaware General Corporation Law, the Company has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act. The Company's Bylaws require the Company to indemnify its directors and executive officers, and permit the Company to indemnify its other officers, employees and other agents, to the extent permitted by Delaware law. Under the Company's Bylaws, indemnified parties are entitled to indemnification for negligence, gross negligence and otherwise to the fullest extent permitted by law. The Bylaws also require the Company to advance litigation expenses in the case of stockholder derivative actions or other actions, against an undertaking by the indemnified party to repay such advances if it is ultimately determined that the indemnified party is not entitled to indemnification.

The Company has entered into indemnity agreements with each of its directors and executive officers. Such indemnity agreements contain provisions which are in some respects broader than the specific indemnification provisions contained in Delaware law.

In addition, the Company's Amended and Restated Certificate of Incorporation provides that a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for any

II-1


breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. CONSULTANTS AND ADVISORS

Not applicable.

ITEM 9. EXHIBITS

Exhibit
Number  Description
------- -----------
 4.1    Amended and Restated Certificate of Incorporation.
 4.2*   Bylaws of the Company.
 4.3*   Specimen Stock Certificate.
 5.1    Opinion of Cooley Godward llp.
23.1    Consent of KPMG LLP, Independent Auditors.
23.2    Consent of Cooley Godward llp. Reference is made to Exhibit 5.1.
24.1    Power of Attorney is contained on the signature pages.
99.1*   1998 Equity Incentive Plan.
99.2*   Form of Incentive Stock Option Agreement under the 1998 Equity
        Incentive Plan.
99.3*   Form of Nonstatutory Stock Option Agreement under the 1998 Equity
        Incentive Plan.
99.4*   1998 Employee Stock Purchase Plan.
99.5*   Form of Employee Stock Purchase Plan Offering.
99.6*   1998 Non-Employee Directors' Option Plan.
99.7*   Form of Nonstatutory Stock Option Agreement under the 1998 Non-
        Employee Directors' Option Plan (Initial Grant).
99.8*   Form of Nonstatutory Stock Option Agreement under the 1998 Non-
        Employee Directors' Option Plan (Annual Grant).


* Incorporated by reference from the Company's Registration Statement on Form S-1, as amended (No. 333-47495).

ITEM 10. UNDERTAKINGS

1. The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the

II-2


estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) ((S) 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the issuer pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference herein.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on March 23, 1999.

NVIDIA Corporation

By: /s/ Jen-Hsun Huang
  -----------------------------------
Title: President and Chief Executive
 Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jen-Hsun Huang and Christine B. Hoberg, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

             Signature                           Title                    Date
             ---------                           -----                    ----

/s/ Jen-Hsun Huang                   President, Chief Executive      March 23, 1999
____________________________________ Officer and Director
   Jen-Hsun Huang                    (Principal Executive Officer)

/s/ C B Hoberg                       Chief Financial Officer         March 23, 1999
____________________________________ (Principal Financial and
   Christine B. Hoberg               Accounting Officer)

/s/ Tench Coxe                       Director                        March 23, 1999
____________________________________
   Tench Coxe

/s/ James C. Gaither                 Director                        March 23, 1999
____________________________________
   James C. Gaither

/s/ Harvey C. Jones, Jr.             Director                        March 23, 1999
____________________________________
   Harvey C. Jones, Jr.

                                     Director                        March 23, 1999
____________________________________
   William J. Miller

/s/ A. Brooke Seawell                Director                        March 23, 1999
____________________________________
   A. Brooke Seawell

/s/ Mark A. Stevens                  Director                        March 23, 1999
____________________________________
   Mark A. Stevens

II-4


EXHIBIT INDEX

Exhibit
Number  Description
------- -----------
 4.1    Amended and Restated Certificate of Incorporation.
 4.2*   Bylaws of the Company.
 4.3*   Specimen Stock Certificate.
 5.1    Opinion of Cooley Godward llp.
23.1    Consent of KPMG LLP, Independent Auditors.
23.2    Consent of Cooley Godward llp. Reference is made to Exhibit 5.1.
24.1    Power of Attorney is contained on the signature pages.
99.1*   1998 Equity Incentive Plan.
99.2*   Form of Incentive Stock Option Agreement under the 1998 Equity
        Incentive Plan.
99.3*   Form of Nonstatutory Stock Option Agreement under the 1998 Equity
        Incentive Plan.
99.4*   1998 Employee Stock Purchase Plan.
99.5*   Form of Employee Stock Purchase Plan Offering.
99.6*   1998 Non-Employee Directors' Option Plan.
99.7*   Form of Nonstatutory Stock Option Agreement under the 1998 Non-
        Employee Directors' Option Plan (Initial Grant).
99.8*   Form of Nonstatutory Stock Option Agreement under the 1998 Non-
        Employee Directors' Option Plan (Annual Grant).


* Incorporated by reference from the Company's Registration Statement on Form

S-1, as amended (No. 333-47495).


EXHIBIT 4.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

NVIDIA CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. The name of the corporation is NVIDIA Corporation.

2. The corporation's original Certificate of Incorporation was filed with the Secretary of State on February 24, 1998 under the name of NVIDIA Delaware Corporation.

3. The Amended and Restated Certificate of Incorporation of this corporation, in the form attached hereto as Exhibit A, has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by the Board of Directors and by the stockholders of the corporation.

4. The Amended and Restated Certificate of Incorporation so adopted reads in full as set forth in Exhibit A attached hereto and hereby incorporated by reference.

IN WITNESS WHEREOF, NVIDIA Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its Chairman of the Board and Chief Executive Officer and attested to by its Secretary this 1st day of February, 1999.

                                    /s/ Jen-Hsun Huang
                                    ------------------
                                    Jen-Hsun Huang
                                    President and Chief Executive Officer
Attest:

/s/ Christine Hoberg
--------------------
Christine Hoberg
Secretary


Exhibit A

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NVIDIA CORPORATION

I.

The name of this corporation is NVIDIA Corporation.

II.

The address of the registered office of the corporation in the State of Delaware is 15 East North Street, City of Dover, County of Kent, and the name of the registered agent of the corporation in the State of Delaware at such address is Incorporating Services, Ltd.

III.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

IV.

A. This corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares which the corporation is authorized to issue is Two Hundred Two Million (202,000,000) shares. Two Hundred Million (200,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($.001). Two Million (2,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($.001).

The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate (a "Preferred Stock Designation") pursuant to the Delaware General Corporation Law, to fix or alter from time to time the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions of any wholly unissued series of Preferred Stock, and to establish from time to time the number of shares constituting any such series or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

V.

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

1.


A. 1. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted by the Board of Directors.

2. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, following the closing of the initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), covering the offer and sale of Common Stock to the public (an "Initial Public Offering"), the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the closing of the Initial Public Offering, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the closing of the Initial Public Offering, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the closing of the Initial Public Offering, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.

Notwithstanding the foregoing provisions of this Article, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

3. Subject to the rights of the holders of any series of Preferred Stock, the Board of Directors or any individual director may be removed from office at any time (i) with cause by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of voting stock of the Corporation, entitled to vote at an election of directors (the "Voting Stock") or (ii) without cause by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the then outstanding shares of Voting Stock.

4. Subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified.

5. In the event that Section 2115(a) of the California Corporations Code is applicable to this corporation, then the following shall apply:

2.


a. Every stockholder entitled to vote in any election of directors of this corporation may cumulate such stockholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the stockholder's shares are otherwise entitled, or distribute the stockholder's votes on the same principle among as many candidates as such stockholder thinks fit;

b. No stockholder, however, may cumulate such stockholder's votes for one or more candidates unless (i) the names of such candidates have been properly placed in nomination, in accordance with the Bylaws of the corporation, prior to the voting, (ii) the stockholder has given advance notice to the corporation of the intention to cumulative votes pursuant to the Bylaws, and
(iii) the stockholder has given proper notice to the other stockholders at the meeting, prior to voting, of such stockholder's intention to cumulate such stockholder's votes; and

c. If any stockholder has given proper notice, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. The candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares shall be declared elected.

B. 1. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of voting stock of the Corporation entitled to vote at an election of directors (the "Voting Stock"). The Board of Directors shall also have the power to adopt, amend, or repeal Bylaws.

2. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

3. No action shall be taken by the stockholders of the Corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws and following the closing of the Initial Public Offering no action shall be taken by the stockholders by written consent.

4. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

VI.

A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this Article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

3.


B. Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

VII.

A. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, except as provided in paragraph B of this Article VII, and all rights conferred upon the stockholders herein are granted subject to this reservation.

B. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law, this Certificate of Incorporation or any Preferred Stock Designation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class, shall be required to alter, amend or repeal Articles V, VI and VII.

4.


Exhibit 5.1

March 23, 1999

NVIDIA Corporation
3535 Monroe Street
Santa Clara, CA 95051

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by NVIDIA Corporation (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 12,425,996 shares of the Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1998 Equity Incentive Plan, the 1998 Non-Employee Directors' Stock Plan, the 1998 Employee Stock Purchase Plan (collectively, the "Plans") and certain options granted outside of the Plans.

In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan(s), the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

Cooley Godward LLP

By:           /s/ Karyn R. Smith
  -------------------------------------

                 Karyn R. Smith


Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
NVIDIA Corporation:

We consent to the incorporation herein by reference of our report dated November 16, 1998, with respect to the balance sheets of NVIDIA Corporation as of December 31, 1996 and 1997, January 31, 1998, and October 25, 1998 and the related statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1997, the one-month period ended January 31, 1998, and the nine-month period ended October 25, 1998 and the related schedule which reports appear in the registration statement prospectus on Form S-1 (No. 333-47495) of NVIDIA Corporation.

                                          /s/ KPMG LLP

Mountain View, California


March 22, 1999