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): March 21, 2008

NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-23985	94-3177549
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 5 — Corporate Governance and Management.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Principal Financial Officer

Marvin D. Burkett, Chief Financial Officer of NVIDIA Corporation, informed us on March 21, 2008 of his intention to retire. Mr. Burkett is expected to remain with us as Chief Financial Officer while a search is conducted to find his replacement, and he may continue in some capacity with us thereafter. We have commenced the process to recruit a new Chief Financial Officer.

Section 9 — Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press Release, dated March 27, 2008, entitled “NVIDIA Announces Retirement of Chief Financial Officer.”

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
Date: March 27, 2008	By:	/s/ David M. Shannon
		David M. Shannon
		General Counsel, Sr. Vice President & Secretary

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release, dated March 27, 2008, entitled “NVIDIA Announces Retirement of Chief Financial Officer.”

EX-99.1

Exhibit 99.1

NVIDIA ANNOUNCES RETIREMENT OF CHIEF FINANCIAL OFFICER

SANTA CLARA, CA—MARCH 27, 2008—NVIDIA Corporation (Nasdaq: NVDA), the world leader in visual computing technologies, today announced that Marvin D. Burkett, Chief Financial Officer, informed the Company on March 21, 2008 of his intention to retire. Mr. Burkett is expected to remain as Chief Financial Officer while a search is conducted to find his replacement, and he may continue in some capacity with the Company thereafter. NVIDIA has commenced the process to recruit a new Chief Financial Officer.

About NVIDIA

NVIDIA is the world leader in visual computing technologies and the inventor of the GPU, a high-performance processor which generates breathtaking, interactive graphics on workstations, personal computers, game consoles, and mobile devices. NVIDIA serves the entertainment and consumer market with its GeForce^® products, the professional design and visualization market with its Quadro^® products, and the high-performance computing market with its Tesla™ products. NVIDIA is headquartered in Santa Clara, Calif. and has offices throughout Asia, Europe, and the Americas. For more information, visit www.nvidia.com.

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Copyright ^© 2008 NVIDIA Corporation. All rights reserved. NVIDIA, the NVIDIA logo, NVISION and GeForce, Quadro, and Tesla are trademarks or registered trademarks of NVIDIA Corporation in the U.S. and/or other countries. All other company and/or product names may be trade names, trademarks, and/or registered trademarks of the respective owners with which they are associated.