As filed with the Securities and Exchange Commission on September 23, 2002

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.)

2701 San Tomas Expressway, Santa Clara, CA 95050

(Address of principal executive offices)

1998 Equity Incentive Plan

1998 Employee Stock Purchase Plan

2000 Nonstatutory Equity Incentive Plan

(Full title of the plans)

Marvin D. Burkett

Chief Financial Officer

NVIDIA Corporation

2701 San Tomas Expressway

Santa Clara, CA 95050

Tel: 408-486-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Eric C. Jensen, Esq.

COOLEY GODWARD LLP

5 Palo Alto Square

3000 El Camino Real

Palo Alto, CA 94306

(650) 843-5000

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
Stock Options and Common Stock, par value $.001 per share		17,885,855 shares		$9.22-$51.01		$289,348,113		$26,621

(1) This Registration Statement shall cover any additional shares of Common Stock which become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Registrant outstanding Common Stock.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended (the “Act”). The offering price per share and aggregate offering price are based upon (a) the weighted average exercise price for shares subject to outstanding options granted under the 1998 Equity Incentive Plan (the “Incentive Plan”) (pursuant to Rule 457(h) under the Act) and (b) the average of the high and low prices of Registrant’s Common Stock as reported on the Nasdaq National Market on September 20, 2002, for (i) shares reserved for future grant pursuant to the Incentive Plan, (ii) shares issuable pursuant to the Registrant’s 1998 Employee Stock Purchase Plan (the “Purchase Plan”) and (iii) shares issuable pursuant to the Registrant’s 2000 Nonstatutory Equity Incentive Plan (pursuant to Rule 457(c) under the Act). The following chart illustrates the calculation of the registration fee:

Title of Securities		Number of Shares		Offering Price   per Share		Aggregate Offering Price
Shares issuable pursuant to outstanding stock options under the 1998 Equity Incentive Plan		6,171,682		$9.48-$51.01		$181,343,438
Shares reserved for future issuance pursuant to the 1998 Equity Incentive Plan		3,032,500		$9.22		$27,959,650
Shares reserved for future issuance pursuant to the 1998 Employee Stock Purchase Plan		3,681,673		$9.22		$33,945,025
Shares reserved for future issuance pursuant to the 2000 Nonstatutory Equity Incentive Plan		5,000,000		$9.22		$46,100,000
Proposed Maximum Aggregate Offering Price						$289,348,113
Registration Fee						$26,621

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENTS ON FORM S-8 NOS. 333-74905, 333-51520

AND 333-74868

The contents of Registration Statements on Form S-8 Nos. 333-74905, 333-51520, and 333-74868 filed with the Securities and Exchange Commission on March 23, 1999, December 8, 2000 and December 10, 2001, respectively, are incorporated by reference herein.

EXHIBITS

Exhibit Number		Description
4.1(1)		Amended and Restated Certificate of Incorporation.
4.2(2)		Certificate of Amendment of Amended and Restated Certificate of Incorporation.
4.3(3)		Bylaws, as amended.
4.4(4)		Specimen Stock Certificate.
5.1		Opinion of Cooley Godward LLP.
23.1		Consent of KPMG LLP.
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(5)		1998 Equity Incentive Plan, as amended.
99.2(6)		Form of Incentive Stock Option Agreement under the 1998 Equity Incentive Plan.
99.3(7)		Form of Nonstatutory Stock Option Agreement under the 1998 Equity Incentive Plan.
99.4(8)		1998 Employee Stock Purchase Plan, as amended.
99.5		Form of Employee Stock Purchase Plan Offering, U.S. Employees.
99.6		Form of Employee Stock Purchase Plan Offering, International Employees.
99.7		2000 Nonstatutory Equity Incentive Plan.
99.8(9)		Form of Nonstatutory Stock Option Agreement under the 2000 Nonstatutory Equity Incentive Plan.

(1) Previously filed as Exhibit 4.1 to our Registration Statement on Form S-8 filed on March 23, 1999 (No. 333-74905) and incorporated by reference herein.

(2) Previously filed as Exhibit 3.4 to our Quarterly Report on Form 10-Q, for the quarter ended July 28, 2002 filed on September 10, 2002 (No. 000-23985) and incorporated by reference herein.

(3) Previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q, for the quarter ended July 29, 2001 filed on September 10, 2001 (No. 000-23985) and incorporated by reference herein.

(4) Previously filed as Exhibit 4.2 to our Registration Statement on Form S-1 filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(5) Previously filed as Exhibit 99.1 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520), and incorporated by reference herein.

(6) Previously filed as Exhibit 10.3 to our Registration Statement on Form S-1 filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(7) Previously filed as Exhibit 10.4 to our Registration Statement on Form S-1 filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(8) Previously filed as Exhibit 99.4 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520), and incorporated by reference herein.

(9) Previously filed as Exhibit 99.7 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520), and incorporated by reference herein.

II-1

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 September 20, 2002.

NVIDIA CORPORATION
By:		/s/    JEN-HSUN HUANG
		Jen-Hsun Huang President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jen-Hsun Huang and Marvin D. Burkett, 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 or her 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         Jen-Hsun Huang		President, Chief Executive Officer and Director (Principal Executive Officer)		September 20, 2002
/s/    MARVIN D. BURKETT         Marvin D. Burkett		Chief Financial Officer (Principal Financial and Accounting Officer)		September 20, 2002
/s/    TENCH COXE         Tench Coxe		Director		September 20, 2002
/s/    JAMES C. GAITHER         James C. Gaither		Director		September 20, 2002
/s/    HARVEY C. JONES         Harvey C. Jones		Director		September 20, 2002
/s/    WILLIAM J. MILLER         William J. Miller		Director		September 20, 2002
/s/    A. BROOKE SEAWALL         A. Brooke Seawell		Director		September 20, 2002
/s/    MARK A. STEVENS         Mark A. Stevens		Director		September 20, 2002

II-2

EXHIBIT INDEX

Exhibit Number		Description
4.1(1)		Amended and Restated Certificate of Incorporation.
4.2(2)		Certificate of Amendment of Amended and Restated Certificate of Incorporation.
4.3(3)		Bylaws, as amended.
4.4(4)		Specimen Stock Certificate.
5.1		Opinion of Cooley Godward LLP.
23.1		Consent of KPMG LLP.
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(5)		1998 Equity Incentive Plan, as amended.
99.2(6)		Form of Incentive Stock Option Agreement under the 1998 Equity Incentive Plan.
99.3(7)		Form of Nonstatutory Stock Option Agreement under the 1998 Equity Incentive Plan.
99.4(8)		1998 Employee Stock Purchase Plan, as amended.
99.5		Form of Employee Stock Purchase Plan Offering, U.S. Employees.
99.6		Form of Employee Stock Purchase Plan Offering, International Employees.
99.7		2000 Nonstatutory Equity Incentive Plan.
99.8(9)		Form of Nonstatutory Stock Option Agreement under the 2000 Nonstatutory Equity Incentive Plan.

(1) Previously filed as Exhibit 4.1 to our Registration Statement on Form S-8 filed on March 23, 1999 (No. 333-74905) and incorporated by reference herein.

(2) Previously filed as Exhibit 3.4 to our Quarterly Report on Form 10-Q, for the quarter ended July 28, 2002 filed on September 10, 2002 (No. 000-23985) and incorporated by reference herein.

(3) Previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q, for the quarter ended July 29, 2001 filed on September 10, 2001 (No. 000-23985) and incorporated by reference herein.

(4) Previously filed as Exhibit 4.2 to our Registration Statement on Form S-1 filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(5) Previously filed as Exhibit 99.1 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520), and incorporated by reference herein.

(6) Previously filed as Exhibit 10.3 to our Registration Statement on Form S-1 filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(7) Previously filed as Exhibit 10.4 to our Registration Statement on Form S-1 filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(8) Previously filed as Exhibit 99.4 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520), and incorporated by reference herein.

(9) Previously filed as Exhibit 99.7 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520), and incorporated by reference herein.