February 3, 2006


Via Facsimile (650) 849-7400 and US Mail

John T. McKenna
Cooley Goodward LLP
Five Palo Alto Square,
3000 El Camino Real
Palo Alto, California 94306-2155

	Re:	Nvidia Corporation
Schedule TO-I filed January 19, 2006
      File No. 5-56649

Dear Mr. McKenna:

      We have reviewed the above-referenced filing and have the
following comments:
General
1. We note that you are incorporating the financial information
required by Item 1010(a) and (b) of Regulation M-A from your
periodic
reports.  It does not, however, appear that you have provided all
of
the summary financial data required by Instruction 6 to Item 10 of
Schedule T-O.  For instance, we are unable to locate a Ratio of
Earnings to Fixed Charges as required by Item 1010(c)(4).  Please
provide the omitted disclosure.
Determination of Validity, page 8
2. We note your statement "we may waive any or all of the
conditions
of the Offer for all Eligible Participants."  Please clarify that
if
you waive a condition for one participant you will waive the
condition for all participants.

Conditions of the Offer, page 10
3. We note your statement that the failure to exercise a right
will
not be deemed a waiver of that right.  This language suggests that
once a condition is triggered, you will make a secondary
determination as to whether to proceed with the tender offer.
Please
note that when a condition is triggered and an offeror decides to
proceed with the offer anyway, we believe that this decision
constitutes a waiver of the triggered condition.  As you are
aware,
the waiver of a material offer condition may require an extension
of
the offer, as well as filing of an amendment and dissemination of
additional offer materials.  Please confirm to us the issuer will
not
rely on this language to tacitly waive a condition of the offer by
failing to expressly assert it.

Circular 230 Disclaimer, page 19

4. Please delete the disclaimer. Investors are entitled to rely on
the disclosure in the document.
Closing Comments
      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	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 in the filings reviewed by the staff 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3345.

      						Sincerely,


							Michael Pressman
							Special Counsel
							Office of Mergers
and Acquisitions
February 3, 2006
Page 2



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE