8-K

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):    August 30, 2002

NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

0-23985	94-3177549
(Commission File Number)	(I.R.S. Employer Identification No.)

2701 San Tomas Expressway

Santa Clara, CA 95050

(Address of principal executive offices and zip code)

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

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

The following Exhibits are filed as part of this report:

99.1	Certification of Jen-Hsun Huang, President and Chief Executive Officer of NVIDIA Corporation, filed with the Securities and Exchange Commission on August 30, 2002 pursuant to Order No. 4-460, Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (“Order No. 4-460”).
99.2	Certification of Mary Dotz, Chief Financial Officer of NVIDIA Corporation, filed with the Securities and Exchange Commission on August 30, 2002 pursuant to Order No. 4-460.

Item 9.    Regulation FD.

This information is not “filed” pursuant to the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any registration statement filed pursuant to the Securities Act of 1933, as amended.

On August 30, 2002, Certifications by each of Jen-Hsun Huang, President and Chief Executive Officer of NVIDIA Corporation, and Mary Dotz, Chief Financial Officer of NVIDIA Corporation, were filed with the Securities and Exchange Commission pursuant to Order No. 4-460.

SIGNATURES

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

	NVIDIA CORPORATION
Date: August 30, 2002
	By:	/s/    MARY DOTZ
		Mary Dotz
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Jen-Hsun Huang, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of nVIDIA Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company’s audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• nVIDIA Corporation Annual Report on Form 10-K for the year ended January 27, 2002, filed with the Commission on May 14, 2002;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of nVIDIA Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

(4) The Company received a letter dated August 15, 2002 (the “Letter”) from the Securities and Exchange Commission (the “Commission”) containing comments on the Company’s (i) Form 10-K for the fiscal year ended January 27, 2002, and (ii) Form 10-Q for the quarter ended April 28, 2002. The Company is in the process of responding to the Commission’s comments on a timely basis. The Letter notes the following: “The Division of Enforcement [of the Commission] has commenced an investigation regarding certain matters which may be related to the Company.” Although I have no reason to believe that my statement in paragraph 1 hereof is incorrect, I will file an amended statement after the Company and the Commission have resolved the issues raised by the Commission’s comments.

	Subscribed and sworn to before me this 28th day of August, 2002
/s/    JEN-HSUN HUANG	/s/    MARTHA BOGDANOFF
Jen-Hsun Huang President and Chief Executive Officer (Principal Executive Officer)	Notary Public My Commission Expires: December 3, 2004
Date: August 28, 2002	[Notary Stamp Appears Here]

EX-99.2

EXHIBIT 99.2

Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Mary Dotz, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of nVIDIA Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company’s audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• nVIDIA Corporation Annual Report on Form 10-K for the year ended January 27, 2002, filed with the Commission on May 14, 2002;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of nVIDIA Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

(4) The Company received a letter dated August 15, 2002 (the “Letter”) from the Securities and Exchange Commission (the “Commission”) containing comments on the Company’s (i) Form 10-K for the fiscal year ended January 27, 2002, and (ii) Form 10-Q for the quarter ended April 28, 2002. The Company is in the process of responding to the Commission’s comments on a timely basis. The Letter notes the following: “The Division of Enforcement [of the Commission] has commenced an investigation regarding certain matters which may be related to the Company.” Although I have no reason to believe that my statement in paragraph 1 hereof is incorrect, I will file an amended statement after the Company and the Commission have resolved the issues raised by the Commission’s comments.

	Subscribed and sworn to before me this 28th day of August, 2002
/s/    MARY DOTZ	/s/    MARTHA BOGDANOFF
Mary Dotz Chief Financial Officer (Principal Financial Officer)	Notary Public My Commission Expires: December 3, 2004
Date: August 28, 2002	[Notary Stamp Appears Here]