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<DESCRIPTION>FORM 8-K
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                              --------------------

         Date of Report (Date of earliest event reported): July 28, 2003

                               NVIDIA CORPORATION

                              --------------------

             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                                     0-23985
                            (Commission File Number)

                                   94-3177549
                      (I.R.S. Employer Identification No.)

                            2701 San Tomas Expressway
                              Santa Clara, CA 95050

                              --------------------

              (Address of principal executive offices and zipcode)

      (Registrant's telephone number, including area code): (408) 486-2000

<PAGE>

Item 12. Disclosure and Results of Operations and Financial Condition

On July 28, 2003, NVIDIA Corporation announced that it expects to report total
revenue of $455 million to $460 million for the second quarter of fiscal 2004
ended July 27, 2003 and that gross margins are expected to be lower than the
Company's original guidance. The press release is furnished and attached as
Exhibit 99.1 and is incorporated herein by reference.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             NVIDIA CORPORATION

                                             By: /s/ Marvin D. Burkett
                                             -----------------------------------
                                             Marvin D. Burkett
                                             Chief Financial Officer

Date: July 30, 2003

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number      Description
------      -----------
99.1        Press Release, dated July 28, 2003 entitled "NVIDIA Announces
            Preliminary Results for Second Quarter."


</TEXT>
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<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>e15339ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1

NVIDIA Announces Preliminary Results for Second Quarter

SANTA CLARA, Calif. -- July 28, 2003 -- NVIDIA Corporation (Nasdaq: NVDA) today
announced that it expects to report total revenues of approximately $455 million
to $460 million for the second quarter of fiscal 2004 ended July 27, 2003,
within the guidance provided by the Company on its last quarterly conference
call. Gross margins are expected to be slightly lower than the Company's
original guidance. This was a result of higher than anticipated product costs
attributed to 0.13 micron semiconductor process technology.

The Company experienced solid growth from Xbox and from record shipments of the
GeForce FX family of GPUs. In addition, the Company successfully transitioned
its mobile product line to its new GeForce FX Go family and recently began
ramping numerous notebook design wins. More details will be provided during
NVIDIA's quarterly conference call to be held on August 7, 2003.

About NVIDIA

NVIDIA Corporation is a visual computing technology and market leader dedicated
to creating products that enhance the interactive experience on consumer and
professional computing platforms. Its graphics and communications processors
have broad market reach and are incorporated into a wide variety of computing
platforms, including consumer digital-media PCs, enterprise PCs, professional
workstations, digital content creation systems, notebook PCs, military
navigation systems and video games consoles. NVIDIA is headquartered in Santa
Clara, California and employs more than 1500 people worldwide. For more
information, visit the company's web site at www.nvidia.com.

Certain statements in this press release, including the statements relating to
the Company's performance expectations for NVIDIA's family of products and
expectations of continued revenue growth, are forward-looking statements that
are subject to risks and uncertainties that could cause results to be materially
different than expectations. Such risks and uncertainties include, but are not
limited to, manufacturing and other delays relating to new products,
difficulties in the fabrication process and dependence of the Company on
third-party manufacturers, general industry trends including cyclical trends in
the PC and semiconductor industries, the impact of competitive products and
pricing alternatives, market acceptance of the Company's new products, and the
Company's dependence on third-party developers and publishers. Investors are
advised to read the Company's Annual Report on Form 10-K and quarterly reports
on Form 10-Q filed with the Securities and Exchange Commission, particularly
those sections entitled "Certain Business Risks," for a fuller discussion of
these and other risks and uncertainties.

NOTE: All company and/or product names may be trade names, trademarks and/or
registered trademarks of the respective owners with which they are associated.
Features, pricing, availability, and specifications are subject to change
without notice.


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