8-K

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): February 20, 2006

NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-23985	94-3177549
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2701 San Tomas Expressway, Santa Clara, CA	95050
(Address of principal executive offices)	(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 8 - Other Events

Item 8.01 Other Events.

On February 21, 2006, NVIDIA Corporation issued a press release announcing that it has completed the acquisition of ULi Electronics, Inc. The press release is attached as Exhibit 99.1 and is incorporated herein by reference. 

SECTION 9 - Financial Statements and Exhibits

Item 9.01 Exhibits.

	(c)	Exhibits
Exhibit		Description
99.1		Press Release, dated February 21, 2006, entitled “NVIDIA Completes Acquisition of ULi Electronics.”

SIGNATURE

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
Date: February 24, 2006	Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release, dated February 21, 2006, entitled “NVIDIA Completes Acquisition of ULi Electronics.”

EX-99.1

Exhibit 99.1

NVIDIA COMPLETES ACQUISITION OF ULI ELECTRONICS

SANTA CLARA, CA—FEBRUARY 21, 2006—NVIDIA Corporation (Nasdaq: NVDA), the worldwide leader in programmable graphics processor technologies, today announced that it has completed the acquisition of ULi Electronics, Inc., a leading developer of core logic technology.

The acquisition represents the Company’s ongoing investment in its platform solution strategy and is expected to strengthen its sales, marketing, and customer engineering presence in Taiwan and China.

About NVIDIA

NVIDIA Corporation is the worldwide leader in programmable graphics processor technologies. The Company creates innovative, industry-changing products for computing, consumer electronics, and mobile devices. NVIDIA is headquartered in Santa Clara, California and has offices throughout Asia, Europe, and the Americas. For more information, visit www.nvidia.com

Certain statements in this press release including, but not limited to, our investments in programmable graphics processor technologies and the impact of our acquisition of ULi Electronics, Inc. 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 delays or defects, software bugs, difficulties in the development of new and enhanced products, the impact of technological development, the impact of competition including competitive products and pricing alternatives, not realizing the anticipated benefits of the acquisition, loss of sales and marketing employees in Taiwan and China, loss of customers post acquisition  and other risks detailed from time to time in the reports NVIDIA files with the Securities and Exchange Commission including its Form 10-Q for its quarter ended October 30, 2005.  These forward-looking statements speak only as of the date of this release.  NVIDIA disclaims any obligation to update these forward-looking statements.

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Copyright © 2006 NVIDIA Corporation.  All rights reserved.  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.