SC TO-I/A

As filed with the Securities and Exchange Commission on December 11, 2006

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

(Amendment No. 2)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

NVIDIA CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

OPTIONS TO PURCHASE COMMON STOCK

par value $.001 per share

(Title of Class of Securities)

67066G 10 4

(CUSIP Number of Class of Securities of Underlying Common Stock)

Jen-Hsun Huang

President and Chief Executive Officer

NVIDIA Corporation

2701 San Tomas Expressway

Santa Clara, California 95050

(408) 486-2000

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of filing person)

Copies to:

David M. Shannon, Esq. NVIDIA Corporation 2701 San Tomas Expressway Santa Clara, California 95050 (408) 486-2000 Eric C. Jensen, Esq. John T. McKenna, Esq. Cooley Godward Kronish LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306-2155 (650) 843-5000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$77,860,517	$8,332

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 6,786,720 shares of common stock of NVIDIA Corporation having an aggregate maximum value of $77,860,517 as of November 28, 2006 will be amended pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model.

** The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $107.00 per million of the aggregate amount of transaction value. The transaction valuation set forth above was calculated for the sole purpose of determining the filing fee, and should not be used for any other purpose. The filing fee was previously paid with the Schedule TO filed with the Securities and Exchange Commission on November 29, 2006, as noted below.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $8,332	Filing Party: NVIDIA Corporation
Form or Registration No.: 005-56649	Date Filed: November 29, 2006

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ Third-party tender offer subject to Rule 14d-1.

x Issuer tender offer subject to Rule 13e-4.

¨ Going-private transaction subject to Rule 13e-3.

¨ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

CUSIP NO. 67066G 10 4

SCHEDULE TO

(AMENDMENT NO. 2)

This Amendment No. 2 to Schedule TO amends and supplements the Offer to Amend Eligible Option Grants (the “Offer to Amend”) filed with the Securities and Exchange Commission (the “SEC”) on November 29, 2006 and amended by Amendment No. 1 thereto filed with the SEC on December 5, 2006 (“Amendment No. 1”), in connection with NVIDIA Corporation’s (the “Company”) offer to certain option holders to amend certain portions of certain stock options to purchase the Company’s common stock to include new restrictions on the exercisability of these options in order to limit the potential adverse personal tax consequences that may apply to these stock options under Section 409A of the Internal Revenue Code of 1986, as amended, and the proposed regulations issued by the U.S. Internal Revenue Service thereunder. Except as amended and supplemented hereby and by Amendment No. 1, all terms of the Offer and the Offering Memorandum and all disclosure set forth in the Schedule TO and the Exhibits thereto remain unchanged.

SCHEDULE TO

(AMENDMENT NO. 2)

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and restated as follows:

Exhibit Number	Description
99.(a)(1)(A)*	Offer to Amend Eligible Option Grants, dated November 29, 2006.
99.(a)(1)(B)*	Email of Announcement of Offer.
99.(a)(1)(C)*	Frequently Asked Questions: Section 409A.
99.(a)(1)(D)*	Memorandum from Marv Burkett to All Employees.
99.(a)(1)(E)*	Deloitte Tax LLP Employee Presentation Materials.
99.(a)(1)(F)*	Form of Email Regarding Eligible Option Grant Detail Statement.
99.(a)(1)(G)*	Form of Eligible Option Grant Detail Statement.
99.(a)(1)(H)*	Screenshot of Welcome Screen to https://tenderoffer.nvidia.com.
99.(a)(1)(I)*	Form of Email Statement of Reminder: Tender Offer Election Required.
99.(a)(1)(J)*	Form of Email Statement Regarding Election Confirmation Statement (Pre-Expiration Time).
99.(a)(1)(K)*	Screenshot of Electronic Election Form(s) Screenshots 1-3.
99.(a)(1)(L)*	Screenshot of Agreement of Terms of Election.
99.(a)(1)(M)*	Screenshot of Election Confirmation Statement.
99.(a)(1)(N)*	Form of Email Statement Regarding Election Confirmation Statement (Post-Expiration Time).
99.(a)(1)(O)*	Screenshot of NVINFO Tender Offer Webpage.
99.(a)(1)(P)*	Paper Election Form.
99.(a)(1)(Q)	Reserved.
99.(a)(1)(R)	NVIDIA Corporation’s amended Annual Report on Form 10-K/A, for its fiscal year ended January 29, 2006, filed with the SEC on November 29, 2006 and incorporated herein by reference.
99.(a)(1)(S)	NVIDIA Corporation’s Quarterly Report on Form 10-Q, for its fiscal quarter ended July 30, 2006, filed with the SEC on November 29, 2006, and incorporated herein by reference.
99.(a)(1)(T)**	Form of Email Statement Regarding Eligible Option Grant Exercises.
99.(a)(1)(U)**	Amendment No. 1 to the Offer to Amend Eligible Option Grants.
99.(a)(1)(V)**	Form of Email Statement Regarding Amendment No. 1 to the Offer to Amend Eligible Stock Option Grants.
99.(a)(1)(W)	Amendment No. 2 to the Offer to Amend Eligible Option Grants.
99.(a)(1)(X)	Form of Email Statement Regarding Amendment No. 2 to the Offer to Amend Eligible Stock Option Grants.
99.(b)	Not applicable.
99.(c)	Not applicable.
99.(d)(1)(A)*	NVIDIA Corporation’s 2000 Nonstatutory Equity Incentive Plan, as amended.
99.(d)(1)(B)*	2000 Nonstatutory Equity Incentive Plan NSO.
99.(d)(1)(C)	NVIDIA Corporation’s 1998 Equity Incentive Plan, as amended, filed as Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on March 13, 2006 and incorporated herein by reference.
99.(d)(1)(D)	1998 Equity Incentive Plan ISO, as amended, filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the fiscal quarter ended October 24, 2004, filed with the SEC on November 22, 2004 and incorporated herein by reference.

Exhibit Number	Description
99.(d)(1)(E)	1998 Equity Incentive Plan NSO, as amended, filed as Exhibit 10.6 to the Quarterly Report on Form 10-Q for the fiscal quarter ended October 24, 2004, filed with the SEC on November 22, 2004 and incorporated herein by reference.
99.(d)(1)(F)	Certificate of Stock Option Grant, as amended, filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q for the fiscal quarter ended October 24, 2004, filed with the SEC on November 22, 2004 and incorporated herein by reference.
99.(d)(1)(G)	Agreement and Plan of Merger among NVIDIA Corporation, Partridge Acquisition, Inc. and PortalPlayer, Inc., dated November 6, 2006, filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on November 9, 2006 and incorporated herein by reference.
99.(e)	Not applicable.
99.(f)	Not applicable.
99.(g)	Not applicable.
99.(h)	Not applicable.

* Previously filed with the Schedule TO filed with the SEC on November 29, 2006, and incorporated herein by reference.

** Previously filed with the Schedule TO/A filed with the SEC on December 5, 2006, and incorporated herein by reference.

SCHEDULE TO

(AMENDMENT NO. 2)

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 11, 2006

NVIDIA CORPORATION
By:	/s/ Marvin D. Burkett
	Marvin D. Burkett
	Chief Financial Officer

SCHEDULE TO

(AMENDMENT NO. 2)

INDEX OF EXHIBITS

The Index of Exhibits to the Schedule TO is hereby amended and restated as follows:

Exhibit Number	Description
99.(a)(1)(A)*	Offer to Amend Eligible Option Grants, dated November 29, 2006.
99.(a)(1)(B)*	Email of Announcement of Offer.
99.(a)(1)(C)*	Frequently Asked Questions: Section 409A.
99.(a)(1)(D)*	Memorandum from Marv Burkett to All Employees.
99.(a)(1)(E)*	Deloitte Tax LLP Employee Presentation Materials.
99.(a)(1)(F)*	Form of Email Regarding Eligible Option Grant Detail Statement.
99.(a)(1)(G)*	Form of Eligible Option Grant Detail Statement.
99.(a)(1)(H)*	Screenshot of Welcome Screen to https://tenderoffer.nvidia.com.
99.(a)(1)(I)*	Form of Email Statement of Reminder: Tender Offer Election Required.
99.(a)(1)(J)*	Form of Email Statement Regarding Election Confirmation Statement (Pre-Expiration Time).
99.(a)(1)(K)*	Screenshot of Electronic Election Form(s) Screenshots 1-3.
99.(a)(1)(L)*	Screenshot of Agreement of Terms of Election.
99.(a)(1)(M)*	Screenshot of Election Confirmation Statement.
99.(a)(1)(N)*	Form of Email Statement Regarding Election Confirmation Statement (Post-Expiration Time).
99.(a)(1)(O)*	Screenshot of NVINFO Tender Offer Webpage.
99.(a)(1)(P)*	Paper Election Form.
99.(a)(1)(Q)	Reserved.
99.(a)(1)(R)	NVIDIA Corporation’s amended Annual Report on Form 10-K/A, for its fiscal year ended January 29, 2006, filed with the SEC on November 29, 2006 and incorporated herein by reference.
99.(a)(1)(S)	NVIDIA Corporation’s Quarterly Report on Form 10-Q, for its fiscal quarter ended July 30, 2006, filed with the SEC on November 29, 2006, and incorporated herein by reference.
99.(a)(1)(T)**	Form of Email Statement Regarding Eligible Option Grant Exercises.
99.(a)(1)(U)**	Amendment No. 1 to the Offer to Amend Eligible Option Grants.
99.(a)(1)(V)**	Form of Email Statement Regarding Amendment No. 1 to the Offer to Amend Eligible Stock Option Grants.
99.(a)(1)(W)	Amendment No. 2 to the Offer to Amend Eligible Option Grants.
99.(a)(1)(X)	Form of Email Statement Regarding Amendment No. 2 to the Offer to Amend Eligible Stock Option Grants.
99.(b)	Not applicable.
99.(c)	Not applicable.
99.(d)(1)(A)*	NVIDIA Corporation’s 2000 Nonstatutory Equity Incentive Plan, as amended.
99.(d)(1)(B)*	2000 Nonstatutory Equity Incentive Plan NSO.
99.(d)(1)(C)	NVIDIA Corporation’s 1998 Equity Incentive Plan, as amended, filed as Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on March 13, 2006 and incorporated herein by reference.
99.(d)(1)(D)	1998 Equity Incentive Plan ISO, as amended, filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the fiscal quarter ended October 24, 2004, filed with the SEC on November 22, 2004 and incorporated herein by reference.

Exhibit Number	Description
99.(d)(1)(E)	1998 Equity Incentive Plan NSO, as amended, filed as Exhibit 10.6 to the Quarterly Report on Form 10-Q for the fiscal quarter ended October 24, 2004, filed with the SEC on November 22, 2004 and incorporated herein by reference.
99.(d)(1)(F)	Certificate of Stock Option Grant, as amended, filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q for the fiscal quarter ended October 24, 2004, filed with the SEC on November 22, 2004 and incorporated herein by reference.
99.(d)(1)(G)	Agreement and Plan of Merger among NVIDIA Corporation, Partridge Acquisition, Inc. and PortalPlayer, Inc., dated November 6, 2006, filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on November 9, 2006 and incorporated herein by reference.
99.(e)	Not applicable.
99.(f)	Not applicable.
99.(g)	Not applicable.
99.(h)	Not applicable.

* Previously filed with the Schedule TO filed with the SEC on November 29, 2006, and incorporated herein by reference.

** Previously filed with the Schedule TO/A filed with the SEC on December 5, 2006, and incorporated herein by reference.

EX-99.(A)(1)(W)

Exhibit 99.(a)(1)(W)

AMENDMENT NO. 2 TO THE OFFER TO AMEND

ELIGIBLE OPTION GRANTS

The Offering Memorandum is hereby amended and supplemented as follows:

1. The table entitled “Ratio of Earnings to Fixed Charges” under Section 15 titled “Information About NVIDIA” on page 39 is amended to read, in its entirety, as follows:

Ratio of Earnings to Fixed Charges

	Year Ended				Six Months Ended
	January 30, 2005		January 29, 2006		July 31,     2005		July 30,     2006
	(in thousands, except ratio of earnings to fixed charges)
Fixed Charges:
Interest expensed and debt cost amortization	$	164	$	72	$	12	$	7
Estimate of interest within rental expense		9,340		9,819		4,917		5,197
Total Fixed Charges	$	9,504	$	9,819	$	4,929	$	5,204
Earnings:
Pre-tax gain (loss) from continuing operations	$	107,028	$	356,788	$	165,994	$	214,594
Fixed charges		9,504		9,891		4,929		5,204
Total earnings (loss) for computation of ratio	$	116,532	$	366,679	$	170,923	$	219,798
Ratio of earnings to fixed charges		12		37		35		42

2. The first paragraph of Section 16 titled “Additional Information” on page 39 is amended to read, in its entirety, as follows:

This Offering Memorandum is part of a Tender Offer Statement on Schedule TO that we have filed with the SEC. This Offering Memorandum does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, and the following materials that we have filed with the SEC before making a decision on whether to elect to accept this offer with respect to your options:

  1. Our Quarterly Report on Form 10-Q for the quarter ended October 29, 2006, filed on December 7, 2006, including all materials incorporated by reference therein.

  2. A Current Report on Form 8-K, dated December 1, 2006 and filed on December 4, 2006.

  3. Our Quarterly Report on Form 10-Q for the quarter ended July 30, 2006, filed on November 29, 2006, including all materials incorporated by reference therein.

  4. A Current Report on Form 8-K, dated November 6, 2006 and filed on November 9, 2006.

  5. A Current Report on Form 8-K, with respect only to Items 2.02 and 3.01, dated September 11, 2006, filed on September 12, 2006.

  6. A Notification of Late Filing on 12b-25, for period ending July 30, 2006, filed on September 11, 2006.

  7. A Current Report on Form 8-K, with respect only to Item 8.01, dated August 10, 2006, filed on August 10, 2006.

  8. Our Quarterly Report on Form 10-Q for the quarter ended April 30, 2006, filed on May 31, 2006 and as amended on Form 10-Q/A, filed on November 29, 2006, including all materials incorporated by reference therein.

  9. Our Definitive Proxy on Schedule 14A, filed on May 12, 2006.

10. A Current Report on Form 8-K, dated March 28, 2006, filed on April 3, 2006.

11. Our Registration Statement on Form S-8, filed on March 16, 2006.

12. Our Annual Report on Form 10-K for the year ended January 29, 2006, filed on March 16, 2006 and as amended on Form 10-K/A, filed on November 29, 2006, including all materials incorporated by reference therein.

13. A Current Report on Form 8-K, dated March 7, 2006, filed on March 13, 2006.

14. A Current Report on Form 8-K, dated March 2, 2006, filed on March 7, 2006.

15. All other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange Act since January 29, 2006, including all materials incorporated by reference therein.

16. The description of the common stock contained in our Registration Statement on Form 8-A, filed on January 12, 1999 and any further amendment or report filed hereafter for the purpose of updating such description.

EX-99.(A)(1)(X)

Exhibit 99.(a)(1)(X)

On December 11, 2006, we filed Amendment No. 2 to the Schedule TO previously distributed to you on November 29, 2006. In this Amendment No. 2, we incorporated by reference our Quarterly Report on Form 10-Q for the quarter ended October 29, 2006, filed with the SEC on December 7, 2006, and made a correction to the Ratio of Earnings to Fixed Charges Table in the Offering Memorandum. Please find attached Amendment No. 2 to the Schedule TO for your review and reference.