Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
VIVOLI DANIEL
  2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP [NVDA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President, Marketing
(Last)
(First)
(Middle)
NVIDIA CORPORATION, 2701 SAN TOMAS EXPRESSWAY
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2005
(Street)

SANTA CLARA, CA 95050
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/30/2005   M   2,700 A $ 5.875 2,700 D  
Common Stock 10/03/2005   M   12,000 A $ 14.969 14,700 D  
Common Stock 10/03/2005   S(3)   12,000 D $ 34.5499 2,700 D  
Common Stock 10/03/2005   S(3)   16,000 D $ 34.5499 134,864 I By Daniel F. Vivoli Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to buy) $ 5.875 09/30/2005   M     2,700   (1) 10/31/2009 Common Stock 2,700 $ 0 5,900 D  
Employee Stock Option (Right to buy) $ 14.969 10/03/2005   M     12,000   (2) 01/02/2011 Common Stock 12,000 $ 0 64,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
VIVOLI DANIEL
NVIDIA CORPORATION
2701 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95050
      Vice President, Marketing  

Signatures

 Christine Lillquist, Attorney-in-fact   10/04/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) An option to purchase 60,000 shares was granted on November 1, 1999 at an exercise price of $5.875 per share. Vesting began on January 1, 2002 and continued in quarterly equal installments over two years, fully vested on January 1, 2004.
(2) An option to purchase 100,000 shares was granted on January 3, 2001 at an exercise price of $14.969 per share. Vesting began on January 31, 2001 and continued in quarterly equal installments over four years, fully vested on January 3, 2005.
(3) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in March 2005.

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