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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

NVIDIA Corporation
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(Name of Registrant as Specified In Its Charter)

-Enter Company Name Here-
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[_] Fee paid previously with preliminary materials.

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

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Notes:

NVIDIA CORPORATION
2701 San Tomas Expressway
Santa Clara, California 95050

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NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 15, 2001

TO THE STOCKHOLDERS OF NVIDIA CORPORATION:

Notice Is Hereby Given that the 2001 Annual Meeting of Stockholders of
NVIDIA Corporation, a Delaware corporation, will be held on Wednesday, August
15, 2001 at 2:00 p.m. local time at NVIDIA's corporate headquarters located at
2701 San Tomas Expressway, Santa Clara, California, for the following
purposes:

1. To elect three directors to hold office until the 2004 Annual Meeting of
Stockholders;

2. To approve an amendment to our Amended and Restated Certificate of
Incorporation to increase the authorized number of shares of Common
Stock from 200,000,000 shares to 500,000,000 shares;

3. To ratify the selection of KPMG LLP as our independent accountants for
our fiscal year ending January 27, 2002; and

4. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

The Board of Directors has fixed the close of business on June 21, 2001 as
the record date for the determination of stockholders entitled to notice of
and to vote at this Annual Meeting of Stockholders and at any adjournment or
postponement thereof.

By Order of the Board of Directors

Christine B. Hoberg
Secretary

Santa Clara, California
June , 2001

All Stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, please complete, date, sign
and return the enclosed proxy as promptly as possible in order to ensure your
representation at the meeting. A return envelope (which is postage prepaid if
mailed in the United States) is enclosed for that purpose. Even if you have
given your proxy, you may still vote in person if you attend the meeting.
Please note, however, that if your shares are held of record by a broker, bank
or other nominee and you wish to vote at the meeting, you must obtain from the
record holder a proxy issued in your name.

NVIDIA CORPORATION
2701 San Tomas Expressway
Santa Clara, California 95050

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PROXY STATEMENT
FOR 2001 ANNUAL MEETING OF STOCKHOLDERS
August 15, 2001

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INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed proxy is solicited on behalf of the Board of Directors of
NVIDIA Corporation, a Delaware corporation, for use at the Annual Meeting of
Stockholders to be held on August 15, 2001 at 2:00 p.m. local time, or at any
adjournment or postponement thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting. The Annual Meeting will be held at
our corporate headquarters located at 2701 San Tomas Expressway, Santa Clara,
California. We intend to mail this proxy statement and accompanying proxy card
on or about June [---], 2001, to all stockholders entitled to vote at the
Annual Meeting.

Solicitation

We will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of Common Stock
beneficially owned by others to forward to such beneficial owners. We may
reimburse persons representing beneficial owners of Common Stock for their
costs of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of
NVIDIA. No additional compensation will be paid to directors, officers or
other regular employees for such services.

Voting Rights and Outstanding Shares

Only holders of record of Common Stock at the close of business on June 21,
2001 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on June 21, 2001, we had outstanding and entitled to vote
[ ] shares of Common Stock.

Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual
Meeting.

All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter
has been approved.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with our
corporate Secretary at our principal executive office, 2701 San Tomas
Expressway, Santa Clara, California 95050, a written notice of revocation or a
duly executed proxy bearing a later date, or it may be revoked by attending
the meeting and voting in person. Attendance at the meeting will not, by
itself, revoke a proxy.

Stockholder Proposals

The deadline for submitting a stockholder proposal or nomination for
director for approval at this year's annual meeting is no later than June 11,
2001.

The deadline for submitting a stockholder proposal for inclusion in our
proxy statement and form of proxy for the 2002 Annual Meeting of Stockholders
pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 is ,
2002. If a stockholder proposal or nomination for director is not submitted in
time for inclusion in the written proxy materials, such matter may be
submitted for stockholder approval at the annual meeting if it is submitted no
earlier than the close of business on April 17, 2002 and no later than the
close of business on May 17, 2002. You are also advised to review our Bylaws,
which contain additional requirements with respect to advance notice of
stockholder proposals and director nominations.

Proposal 1

Election Of Directors

Our Amended and Restated Certificate of Incorporation and Bylaws provide
that the Board of Directors shall be divided into three classes, each class
consisting, as nearly as possible, of one-third of the total number of
directors, with each class having a three-year term. Vacancies on the Board
may be filled only by persons elected by a majority of the remaining
directors. A director elected by the Board to fill a vacancy (including a
vacancy created by an increase in the Board) shall serve for the remainder of
the full term of the class of directors in which the vacancy occurred and
until such director's successor is elected and qualified.

The Board is presently composed of seven members. There are three directors
in the class whose term of office expires in 2001. Each of the nominees for
election to this class is currently a director. If elected at the Annual
Meeting, each of the nominees would serve until the 2004 annual meeting and
until his successor is elected and qualified, or until such director's earlier
death, resignation or removal.

Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote at the meeting. Shares represented
by executed proxies will be voted, if authority to do so is not withheld, for
the election of the three nominees named below. In the event that any nominee
should be unavailable for election as a result of an unexpected occurrence,
such shares will be voted for the election of such substitute nominee as
management may propose. Each person nominated for election has agreed to serve
if elected, and management has no reason to believe that any nominee will be
unable to serve.

Set forth below is biographical information for each person nominated and
each person whose term of office as a director will continue after the Annual
Meeting.

Nominees for Election for a Three-year Term Expiring at the 2004 Annual
Meeting

James C. Gaither, age 63, has served as a director of NVIDIA since December
1998. Mr. Gaither is a managing director of Sutter Hill Ventures, a venture
capital investment firm. He is also senior counsel to the law firm of Cooley
Godward LLP and was a partner of the firm from 1971 until July 2000. Prior to
beginning his law practice with the firm in 1969, Mr. Gaither served as a law
clerk to The Honorable Earl Warren, Chief Justice of the United States,
Special Assistant to the Assistant Attorney General in the United States
Department of Justice and Staff Assistant to the President of the United
States, Lyndon Johnson. Mr. Gaither is a former president of the Board of
Trustees at Stanford University and is a member of the Board of Directors of
The William and Flora Hewlett Foundation, and the James Irvine Foundation. Mr.
Gaither currently serves on the Board of Directors of Basic American, Inc., a
food processing company, Blue Martini, Inc., a customer interaction company,
Levi Strauss & Company, a manufacturer and marketer of brand-name apparel, and
Siebel Systems, Inc., an e-business application software provider. Mr. Gaither
holds a B.A. in Economics from Princeton University and a J.D. degree from
Stanford University.

Jen-Hsun Huang, age 38, co-founded NVIDIA in April 1993 and has served as
its President, Chief Executive Officer and a member of the Board of Directors
since its inception. From 1985 to 1993, Mr. Huang was employed at LSI Logic
Corporation, a computer chip manufacturer, where he held a variety of
positions, most recently as Director of Coreware, the business unit
responsible for LSI's "system-on-a-chip" strategy. From 1984 to 1985, Mr.
Huang was a microprocessor designer for Advanced Micro Devices, a
semiconductor company. Mr. Huang holds a B.S.E.E. degree from Oregon State
University and an M.S.E.E. degree from Stanford University.

A. Brooke Seawell, age 53, has served as a director of NVIDIA since
December 1997. Mr. Seawell has been a general partner of Technology Crossover
Ventures since February 2000. Mr. Seawell acted as an independent consultant
to several technology companies from 1999 to 2000. From 1997 to 1998, Mr.
Seawell was Executive Vice President of NetDynamics, Inc., an Internet
application server software company. From 1991 to 1997, Mr. Seawell was Senior
Vice President and Chief Financial Officer of Synopsys, Inc., an electronic
design automation software company. Mr. Seawell also serves on the Board of
Directors of Informatica Corporation, a data integration software company, and
several privately held companies. Mr. Seawell holds a B.A. degree in Economics
and an M.B.A. degree in Finance from Stanford University.

The Board of Directors Recommends
A Vote FOR Each Named Nominee.

Directors Continuing in Office Until the 2002 Annual Meeting

Harvey C. Jones, age 48, has served as a director of NVIDIA since November
1993. Mr. Jones is the Chairman of the Board of Tensilica Inc., a privately-
held company he co-founded in 1997. Tensilica designs and licenses
application-specific microprocessors for use in high volume embedded systems.
From December 1987 through February 1998, Mr. Jones held various positions at
Synopsys, Inc., a developer of electronic design automation software, where he
served as President through December 1992, as Chief Executive Officer until
January 1994 and as Executive Chairman of the Board until February 1998. Prior
to joining Synopsys, Mr. Jones served as President and Chief Executive Officer
of Daisy Systems Corporation, a computer-aided engineering company that he co-
founded in 1981. Mr. Jones currently serves on the Board of Directors of
Remedy Corporation, an enterprise software company, Simplex Solutions, a deep
submicron circuit verification company and Numerical Technology Corporation,
an integrated circuit technology and software company. Mr. Jones holds a B.S.
degree in Mathematics and Computer Sciences from Georgetown University and an
M.S. degree in Management from Massachusetts Institute of Technology.

William J. Miller, age 55, has served as a director of NVIDIA since
November 1994. From April 1996 through October 1999, Mr. Miller was Chief
Executive Officer and Chairman of the Board of Avid Technology, Inc., a
provider of digital tools for multimedia. Mr. Miller also served as President
of Avid Technology from September 1996 through October 1999. From March 1992
to October 1995, Mr. Miller served as Chief Executive Officer of Quantum
Corporation, a mass storage company. He was a member of the Board of
Directors, and Chairman thereof, from, respectively, May 1992 and September
1993 to August 1995. From 1981 to March 1992, he served in various positions
at Control Data Corporation, a supplier of computer hardware, software and
services, most recently as Executive Vice President and President, Information
Services. Mr. Miller serves on the Board of Directors of Waters Corporation, a
scientific instrument manufacturing company and on the Board of Directors of
ESPS, Inc., a provider of software for renditioning and publishing complex
documents. Mr. Miller holds a B.A. and a J.D. degree from the University of
Minnesota.

Directors Continuing in Office Until the 2003 Annual Meeting

Tench Coxe, age 42, has served as a director of NVIDIA since June 1993. Mr.
Coxe is a managing director of Sutter Hill Ventures, a venture capital
investment firm. Prior to joining Sutter Hill Ventures in 1987, Mr. Coxe was
Director of Marketing and MIS at Digital Communication Associates. Mr. Coxe
also serves on the Board of Directors of Clarus Corporation, a software
company, Copper Mountain Networks Inc., a provider of high-speed

DSL solutions, E-Loyalty Corp., a customer loyalty software firm, and several
privately held companies. Mr. Coxe holds a B.A. degree in Economics from
Dartmouth College and an M.B.A. degree from Harvard Business School.

Mark A. Stevens, age 40, has served as a director of NVIDIA since June
1993. Mr. Stevens has been a managing member of Sequoia Capital, a venture
capital investment firm, since March 1993. Prior to that time, beginning in
July 1989, he was an associate at Sequoia Capital. Prior to joining Sequoia,
he held technical sales and marketing positions at Intel. Mr. Stevens
currently serves on the Board of Directors of MP3.com, Inc., an online music
company, Pixelworks, Inc., a fabless semiconductor company developing image
processors, Terayon Communication Systems, Inc., a broadband systems company,
and several privately held companies. Mr. Stevens holds a B.S.E.E. degree, a
B.A. degree in Economics and an M.S. degree in Computer Engineering from the
University of Southern California and an M.B.A. degree from Harvard Business
School.

Board Committees and Meetings

During the fiscal year ended January 28, 2001, the Board held five (5)
meetings and acted by unanimous written consent five (5) times. The Board has
an Audit Committee and a Compensation Committee.

The Audit Committee meets with our independent accountants at least
annually to review the results of the annual audit and discuss the financial
statements, recommends to the Board the independent accountants to be retained
and receives and considers the accountants' comments as to controls, adequacy
of staff and management performance and procedures in connection with audit
and financial controls. The Audit Committee consists of three non-employee
directors: Messrs. Miller, Seawell and Stevens. The Audit Committee was formed
upon the effectiveness of NVIDIA's initial public offering on January 21,
1999. It met five (5) times during the fiscal year ended January 28, 2001.
Messrs. Miller and Stevens are independent directors, as specified under the
Nasdaq independence standards. Mr. Seawell served as interim Chief Financial
Officer during a portion of the fourth quarter of fiscal 1999, prior to the
date that Christine Hoberg, our Chief Financial Officer, joined NVIDIA.
Mr. Seawell was asked to serve in this temporary position due to his extensive
finance and accounting background, including a B.A. degree in Economics and an
M.B.A. degree in Finance from Stanford University, and his service as Senior
Vice President and Chief Financial Officer of Synopsys from 1991 to 1997. Mr.
Seawell received in December 1998 in consideration for his service in this
role, an option to purchase 64,100 shares of Common Stock at an exercise price
of $3.50 per share. As a result of this option grant, under the Nasdaq
standards Mr. Seawell is not currently classified as an independent director.
However, in accordance with Nasdaq guidelines, the Board of Directors has
unanimously determined that Mr. Seawell's background makes him highly
qualified to be a member of the Audit Committee and that his service is in our
best interest. The Audit Committee has adopted a written Audit Committee
Charter that is attached hereto as Appendix A.

The Compensation Committee makes recommendations concerning salaries and
incentive compensation, awards stock options to employees and consultants
under our stock option plans and otherwise determines compensation levels and
performs such other functions regarding compensation as the Board may
delegate. The Compensation Committee has delegated to Jen-Hsun Huang, a
director and our President and Chief Executive Officer, the ability to
determine salaries, incentive compensation and stock option awards for
employees below the vice president level. The Compensation Committee consists
of three non-employee directors: Messrs. Coxe, Gaither and Jones. It acted by
unanimous written consent five (5) times.

During the fiscal year ended January 28, 2001, each Board member attended
at least 75% of the aggregate meetings of the Board and of the committees on
which he served that were held during the period for which he was a director
or committee member, respectively.

Report of the Audit Committee of the Board of Directors/1/

Effective January 31, 2000, the SEC adopted new rules and amendments to
current rules relating to the disclosure of information about companies' audit
committees. In large part, the new rules are based on recommendations made by
the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit
Committees. The new rules require that, for all votes of stockholders
occurring after December 15, 2000, the proxy statement must contain a report
of the audit committee addressing several issues identified in the rules. In
addition, the SEC recommends that audit committees adopt written charters. Any
such charter must be included as an attachment to the proxy statement at least
once every three years. Our Board of Directors adopted the charter of the
Audit Committee in May 2000 and amended the charter in May 2001. A copy of the
amended charter is included in this proxy statement as Appendix A.

In accordance with the Audit Committee's charter, the Audit Committee
assists our Board of Directors in fulfilling its responsibility for oversight
of the quality and integrity of our accounting, auditing and financial
reporting practices. Management is responsible for our internal controls. Our
independent auditors are responsible for performing an independent audit of
our consolidated financial statements in accordance with generally accepted
auditing standards and issuing a report thereon. The Audit Committee has
general oversight responsibilities with respect to our financial reporting and
reviews the results and scope of the audit and other services provided by our
independent auditors.

In this context, the Audit Committee has reviewed and discussed the audited
financial statements for fiscal year 2001 with management and with the
independent auditors. Specifically, the Audit Committee has discussed with the
independent auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU Section 380), which
includes, among other things:

. methods used to account for significant unusual transactions;

. the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance or
consensus;

. the process used by management in formulating particularly sensitive
accounting estimates and the basis for the auditors' conclusions
regarding the reasonableness of those estimates; and

. disagreements with management over the application of accounting
principles, the basis for management's accounting estimates and the
disclosures in the financial statements.

The Audit Committee has received the written disclosures and the letter
from our independent auditors, KPMG LLP, required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees.
Additionally, the Audit Committee has discussed with KPMG LLP the issue of its
independence from us.

Based on its review of the audited financial statements and the various
discussions noted above, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in our Annual
Report on Form 10-K for the fiscal year ended January 28, 2001.

Audit Committee

William J. Miller
A. Brooke Seawell
Mark A. Stevens
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/1/ This Section is not "soliciting materials," is not deemed "filed" with the
SEC and is not to be incorporated by reference in any of our past or future
filings under the Securities Act of 1933 or the Securities Exchange Act of
1934, irrespective of any general incorporation language in any such filing.

Proposal 2

Approval of Increase in Number of Authorized Shares of Common Stock

The Board of Directors has adopted, subject to stockholder approval, an
amendment to our Amended and Restated Certificate of Incorporation to increase
the authorized number of shares of Common Stock from 200,000,000 shares to
500,000,000 shares.

The additional Common Stock to be authorized by adoption of the amendment
would have rights identical to our currently outstanding Common Stock.
Adoption of the proposed amendment and issuance of the Common Stock would not
affect the rights of the holders of currently outstanding Common Stock except
for effects incidental to increasing the number of shares of Common Stock
outstanding, such as dilution of the earnings per share and voting rights of
current holders of Common Stock. If the amendment is adopted, it will become
effective upon filing of a Certificate of Amendment to our Amended and
Restated Certificate of Incorporation with the Secretary of State of the State
of Delaware.

In addition to the 70,104,138 outstanding shares of Common Stock as of
April 30, 2001, the Board has reserved 24,024,036 shares of Common Stock for
issuance upon exercise of options and rights granted under NVIDIA's stock
option and stock purchase plans and up to 3,235,897 shares of Common Stock for
issuance upon conversion of outstanding convertible promissory notes.

Although at present the Board of Directors has no plans to issue the
additional shares of Common Stock, it desires to have such shares available to
provide additional flexibility to use its capital stock for business and
financial purposes in the future. The additional shares may be used, without
further stockholder approval, for various purposes including, without
limitation, raising capital, providing equity incentives to employees,
officers or directors, effecting stock dividends, establishing strategic
relationships with other companies and expanding our business or product lines
through the acquisition of other businesses or products. We could also use the
additional shares of Common Stock that would become available for issuance if
the proposal were adopted to oppose a hostile takeover attempt or to delay or
prevent changes in control or management. For example, without further
stockholder approval, the Board could adopt a "poison pill" which would, under
certain circumstances related to an acquisition of shares not approved by the
Board of Directors, give certain holders the right to acquire additional
shares of Common Stock at a low price, or the Board could strategically sell
shares of Common Stock in a private transaction to purchasers who would oppose
a takeover or favor the current Board. Although this proposal to increase the
authorized Common Stock has been prompted by business and financial
considerations and not by the threat of any hostile takeover attempt (nor is
the Board currently aware of any such attempts directed towards NVIDIA), you
should be aware that approval of this proposal could facilitate our future
efforts to deter or prevent changes in control of NVIDIA, including
transactions in which you might otherwise receive a premium for your shares
over then-current market prices.

Our audited consolidated financial statements, management's discussion and
analysis of financial condition and results of operations and certain
supplementary financial information are incorporated by reference from our
Annual Report on Form 10-K, including any amendment, for the fiscal year ended
January 28, 2001, as filed with the SEC.

The affirmative vote of the holders of a majority of the shares of the
Common Stock will be required to approve this amendment to our Amended and
Restated Certificate of Incorporation. As a result, abstentions and broker
non-votes will have the same effect as negative votes.

The Board of Directors Recommends
A Vote FOR Proposal 2.

Proposal 3

Ratification of Selection of Independent Auditors

The Board has selected KPMG LLP as our independent auditors for the fiscal
year ending January 27, 2002 and has further directed that management submit
the selection of independent auditors for ratification by the stockholders at
the Annual Meeting. KPMG LLP has audited our financial statements since April
1995. Representatives of KPMG LLP are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they so desire and
will be available to respond to appropriate questions.

Stockholder ratification of the selection of KPMG LLP as our independent
auditors is not required by our Bylaws or otherwise. However, the Board is
submitting the selection of KPMG LLP to the stockholders for ratification as a
matter of good corporate practice. If the stockholders fail to ratify the
selection, the Audit Committee and the Board will reconsider whether or not to
retain that firm. Even if the selection is ratified, the Audit Committee and
the Board in their discretion may direct the appointment of different
independent auditors at any time during the year if they determine that such a
change would be in your or NVIDIA's best interests.

The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of KPMG LLP. Abstentions will be counted
toward the tabulation of votes cast on proposals presented to the stockholders
and will have the same effect as negative votes. Broker non-votes are counted
towards a quorum, but are not counted for any purpose in determining whether
this matter has been approved.

Audit Fees. During the fiscal year ended January 28, 2001, the aggregate
fees billed by KPMG LLP for the audit of our financial statements for such
fiscal year and for the review of our interim financial statements were
$263,000.

Financial Information Systems Design and Implementation Fees. During the
fiscal year ended January 28, 2001, there were no fees billed by KPMG LLP for
information technology consulting.

All Other Fees. During fiscal year ended January 28, 2001, the aggregate
fees billed by KPMG LLP for professional services other than audit and
information technology consulting fees were $724,000. Other professional fees
primarily consisted of services related to (i) our statutory audit
requirements, (ii) income tax review, (iii) assistance with our acquisitions
activity, (iv) tax strategy and planning, and (v) SEC filings.

The Audit Committee has determined the rendering of the information
technology consulting fees and all other non-audit services by KPMG LLP is
compatible with maintaining the auditor's independence.

The Board of Directors Recommends
A Vote FOR Proposal 3.

Security Ownership of Certain Beneficial Owners And Management

The following table sets forth certain information regarding ownership of
NVIDIA's Common Stock as of April 30, 2001 by: (i) each director and nominee
for director; (ii) each of the executive officers named in the Summary
Compensation Table; (iii) all executive officers and directors as a group; and
(iv) all those known by us to be beneficial owners of more than five percent
of our outstanding Common Stock.

Beneficial Ownership (1)
---------------------------
Number of Percent
Beneficial Owner Shares of Total
- ---------------- --------------- -----------

Jen-Hsun Huang (2)(3)........................... 5,556,186 7.9%
Jeffrey D. Fisher (2)(4)........................ 302,595 *
Christine B. Hoberg (2)(5)...................... 42,473 *
Chris A. Malachowsky (2)(6)..................... 4,308,250 6.1%
Curtis R. Priem (2)(7).......................... 5,861,525 8.3%
Tench Coxe (2)(8)............................... 576,918 *
James C. Gaither (2)(9)......................... 101,152 *
Harvey C. Jones (2)(10)......................... 484,602 *
William J. Miller (2)(11)....................... 207,500 *
A. Brooke Seawell (2)(12)....................... 190,000 *
Mark A. Stevens (2)(13)......................... 213,936 *
FMR Corporation(14)............................. 10,221,168 14.6%
Edward C. Johnson 3d and Abigail P. Johnson
82 Devonshire Street
Boston, MA 02109
Janus Capital Corporation(15)................... 4,744,851 6.8%
Thomas H. Bailey
100 Fillmore Street
Denver, CO 80206-4923
All current directors and executive officers as
a group (11 persons) (16)...................... 17,991,737 24.8%

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* Represents beneficial ownership of less than 1% of the outstanding shares
of NVIDIA's Common Stock.

(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the
Securities and Exchange Commission. Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, we believe that each of the stockholders named in this table
has sole voting and investment power with respect to the shares indicated
as beneficially owned. Applicable percentages are based on 70,104,138
shares of Common Stock outstanding on April 30, 2001. In computing the
number of shares beneficially owned by a person and the percentage
ownership of that person, shares of Common Stock subject to options held
by that person that are exercisable within 60 days are deemed
outstanding. These shares, however, are not deemed outstanding for the
purpose of computing the percentage ownership of any other person.

(2) The address for each of these persons is c/o NVIDIA Corporation, 2701 San
Tomas Expressway, Santa Clara, CA 95050.

(3) Includes 4,264,800 shares of Common Stock held by The Jen-Hsun and Lori
Huang Living Trust dated May 1, 1995, of which Mr. Huang is the trustee,
and 501,200 shares of Common Stock held by J. and L. Huang Investments,
L.P., of which Mr. Huang and his wife are general partners. Also includes
800,000 shares of Common Stock issuable upon exercise of vested options
within 60 days of April 30, 2001.

(4) Includes 39,000 shares of Common Stock held by Jeffrey D. Fisher, as
custodian for his three minor children under the Uniform Gifts to Minors
Act. Also includes 47,120 shares of Common Stock issuable upon exercise
of vested options within 60 days of April 30, 2001.

(5) Includes 36,876 shares of Common Stock issuable upon exercise of vested
options within 60 days of April 30, 2001.

(6) Includes 3,270,000 shares of Common Stock held by The Chris and Melody
Malachowsky Living Trust dated October 20, 1994, of which Mr. Malachowsky
is the trustee, and 477,000 shares of Common Stock held by Malachowsky
Investments L.P., of which Mr. Malachowsky and his wife are general
partners. Also includes 411,250 shares of Common Stock issuable upon
exercise of vested options within 60 days of April 30, 2001.

(7) Includes 54,000 shares of Common Stock held by The Priem Family CRT and
4,309,400 shares held by the Priem Family Foundation. Mr. Priem is the
president of the Priem Family Foundation. Mr. Priem disclaims beneficial
ownership of the shares of Common Stock held by the Priem Family
Foundation. Also includes 408,125 shares of Common Stock issuable upon
exercise of vested options within 60 days of April 30, 2001.

(8) Includes 481,918 shares of Common Stock held in a retirement trust over
which Mr. Coxe exercises voting and investment power. Includes 95,000
shares of Common Stock issuable upon exercise of vested options within 60
days of April 30, 2001.

(9) Includes 34,902 shares of Common Stock held by Cooley Godward LLP, of
which Mr. Gaither is a partner. Mr. Gaither disclaims beneficial
ownership of such shares held by such entity, except to the extent of his
pecuniary interest therein. Also includes 66,250 shares of Common Stock
issuable upon exercise of vested options within 60 days of April 30,
2001.

(10) Includes 95,000 shares of Common Stock issuable upon exercise of vested
options within 60 days of April 30, 2001.

(11) Includes 82,500 shares of Common Stock issuable upon exercise of vested
options within 60 days of April 30, 2001.

(12) Includes 190,000 shares of Common Stock issuable upon exercise of vested
options within 60 days April 30, 2001.

(13) Includes 92,500 shares of Common Stock issuable upon exercise of vested
options within 60 days of April 30, 2001.

(14) According to a Schedule 13G jointly filed on February 14, 2001, FMR
Corp., Edward C. Johnson 3d and Abigail P. Johnson beneficially own and
have sole dispositive power with respect to 10,221,168 shares of our
common stock. The following FMR Corp. subsidiaries have beneficial
ownership: Fidelity Management & Research Company, 9,790,198 shares, with
Edward C. Johnson 3d, through his control of this entity, having sole
dispositive power over such shares; Fidelity Management Trust Company,
346,520 shares, with Edward C. Johnson 3d and FMR Corp. each having sole
dispositive power over such shares and sole voting power over 250,420 of
such shares; and Fidelity International Limited, Pembroke Hall,
42 Crowlane, Hamilton, Bermuda, 84,450 shares. Edward C. Johnson 3d owns
12.0% and Abigail P. Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson is chairman of FMR Corp. and Ms.
Johnson is a director of FMR Corp. The Johnson family represents 49% of
the voting power of FMR Corp. The Johnson family has voting power over
39.89% of the voting shares of Fidelity International Limited. Mr.
Johnson is also the chairman of Fidelity International Limited.
Additional disclosure can be found in the 13G filing.

(15) According to a Schedule 13G filed on February 15, 2001, Janus Capital
Corporation and Thomas H. Bailey beneficially own 4,744,851 shares of our
common stock. Thomas H. Bailey owns approximately 12.2% of Janus Capital,
serves as President and Chairman of the Board of Janus Capital, and may
be deemed to have voting and dispositive power with respect to shares
held by the managed portfolios of Janus Capital. Additional disclosure
can be found in the 13G filing.

(16) Includes 2,324,621 shares issuable upon exercise of vested options held
by all current directors and executive officers within 60 days of April
30, 2001. See footnotes (3)-(13).

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock or our other
equity securities. Officers, directors and greater than ten percent
stockholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports
furnished to us and written representations that no other reports were
required, during the fiscal year ended January 28, 2001, all Section 16(a)
filing requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.

Executive Compensation

Compensation of Directors

Directors do not receive any cash compensation for their services as
members of the Board of Directors, although they are reimbursed for certain
expenses incurred in connection with attendance at Board and committee
meetings. Beginning in February 1998, upon the adoption of the 1998 Non-
Employee Directors' Stock Option Plan (the "Directors Plan"), each director
who is not an employee, consultant or an affiliate of NVIDIA or our affiliates
receives automatic nonstatutory stock option grants. In July 2000, the Board
of Directors amended the 1998 Plan to incorporate the automatic grant
provisions of the Directors Plan into the 1998 Plan. The terms of the 1998
Plan, as they relate to non-employee directors, as well as the terms of the
Directors Plan, are referred to in this discussion as the "Director Plan
Provisions."

Under the Director Plan Provisions, non-employee directors who are elected
or appointed for the first time are automatically granted 100,000 non-
qualified stock options ("Initial Grant"). On the day following each annual
meeting, non-employee directors shall be granted an option to purchase 40,000
shares of common stock and each non-employee director who is a member of a
Committee shall be granted an option to purchase 10,000 shares of common stock
("Annual Grant"); however, if the person has not been serving on the Board or
committee since the prior year annual meeting, then the number of shares
granted will be reduced pro rata for each full quarter prior to the date of
grant during which such person did not serve as an non-employee director.

Initial Grants vest monthly over a four-year period and become exercisable
on the fourth anniversary of the date of grant. Options under the Annual Grant
vest monthly over a one-year period and become exercisable on the one-year
anniversary of the date of grant if the director has attended at least 75% of
the regularly scheduled meetings. If the director fails to attend at least 75%
of the regularly scheduled meetings, then options will vest annually over four
years following the date of grant at the rate of 10% per year for the first
three years and 70% for the fourth year such that the entire option will
become exercisable on the four-year anniversary of the date of grant.

The exercise price for options granted under the Director Plan Provisions
is at least 100% of the fair market value on the date of grant. No option
granted under such provisions may be exercised after the expiration of
10 years from the date it was granted. Options granted under the Director Plan
Provisions generally are non-transferable except to family members, a family
trust, a family partnership or a family limited liability company. However, an
optionee may designate a beneficiary who may exercise the option following the
optionee's death. An optionee whose service relationship with NVIDIA or any of
our affiliates (whether as a non-employee director of ours or subsequently as
an employee, director or consultant of ours or an affiliate of ours) ceases
for any reason, may exercise vested options for the term provided in the
option agreement (12 months generally, 18 months in the event of death).

If we sell substantially all of our assets, or if we are involved in any
merger or any consolidation in which we are not the surviving corporation, or
if there is any other change in control, all outstanding awards under the

Director Plan Provisions either will be assumed or substituted for by any
surviving entity. If the surviving entity does not assume or substitute for
the NVIDIA awards, the awards will terminate if they are not exercised prior
to any sale of assets, merger or consolidation.

During the last three (3) fiscal years, options to purchase shares of our
Common Stock were granted to non-employee directors. In December 1998, Mr.
Seawell was granted an option to purchase 64,100 shares of the Company's
Common Stock at an exercise price of $3.50 per share. In December 1998, Mr.
Gaither received his Initial Grant of an option to purchase 100,000 shares of
the Company's Common Stock at an exercise price of $3.50 per share. In June
1999, Annual Grants under the Director Plan Provisions were as follows: 50,000
shares to each of Messrs. Coxe, Jones, Seawell and Mr. Stevens; 40,000 shares
to Mr. Miller; and 10,000 shares to Mr. Gaither, each at an exercise price of
$8.19 per share. In July 2000, Annual Grants under the Director Plan
Provisions were as follows: 50,000 shares to each of Messrs. Coxe, Gaither,
Jones, Miller, Seawell and Stevens, each at an exercise price of $68.00 per
share.

As of April 30, 2001, options to purchase 600,000 shares of Common Stock
were outstanding and no shares remained available for future grant under the
Directors' Plan. Unless terminated sooner, the Directors' Plan will terminate
in February 2008. Future grants to non-employee directors will be made under
the Director Plan Provisions from shares available under our 1998 Equity
Incentive Plan (the "1998 Plan"). Unless sooner terminated, the 1998 Plan will
also terminate in February 2008.

We have entered into indemnity agreements with each of our directors and
executive officers. The form of indemnity agreement provides, among other
things, that we will indemnify our executive officers and directors, under the
circumstances and to the extent provided for in the indemnify agreements, for
any and all expenses he or she may be required to pay in actions or
proceedings because of his or her status as a director or executive officer of
NVIDIA, to the fullest extent permitted by the Company's Bylaws and Delaware
law.

Compensation of Executive Officers

The following table shows for the fiscal years ended January 28, 2001,
January 30, 2000 and January 31, 1999, compensation awarded or paid to, or
earned by, our Chief Executive Officer and our other four most highly
compensated executive officers receiving compensation in excess of $100,000 in
fiscal year 2001 (the "Named Executive Officers").

Summary Compensation Table

Long Term
Compensation
Annual Compensation Awards
------------------------- ------------
Securities All Other
Name and Principal Fiscal Salary Underlying Compensation
Position Year (1) ($) Bonus ($) Options (#) ($) (1)
- ------------------ -------- ---------- --------- ------------ ------------

Jen-Hsun Huang.......... 2001 $ 400,000 $ 400,000(2) 800,000 --
President and Chief
Executive Officer 2000 300,000 300,000(3) 0 --
1999 257,692 200,000(4) 800,000 2,697(5)

Jeffrey D. Fisher....... 2001 $ 399,558(2)(6) $ 42,083 80,000 --
Executive Vice
President, 2000 418,250(6) 23,600 42,000 2,357(5)
Worldwide Sales 1999 198,683(6) -- 200,000 --

Christine B. Hoberg..... 2001 $ 200,000 $ 102,083(2) 50,000 --
Chief Financial Officer 2000 $ 200,000 15,710 0 --
1999 30,384(7) -- 590,000 --

Chris A. Malachowsky.... 2001 $ 209,000 $ 84,583(2) 65,000 --
Vice President,
Engineering 2000 191,250 19,700 0 --
1999 183,461 -- 500,000 2,505(5)

Curtis R. Priem......... 2001 $ 197,316 $ 69,583(2) 30,000 --
Chief Technical Officer 2000 180,000 8,700 0 --
1999 180,000 -- 500,000 3,792(5)

- --------
(1) Effective January 1, 1998, we changed our fiscal year-end financial
reporting period from December 31 to January 31. Effective February 1,
1998, we changed our fiscal year end from January 31 to a 52- or 53-week
year ending on the last Sunday in January.

(2) Partially paid in fiscal year 2002.

(3) Paid in fiscal year 2001.

(4) Paid in fiscal year 2000.

(5) Represents market value of commemorative gift of property, including
income taxes incurred for such gift, received in recognition of five (5)
years of service to NVIDIA.

(6) Includes sales commissions or $299,558, $318,280, and $98,683 in fiscal
years 2001, 2000 and 1999, respectively.

(7) Ms. Hoberg joined NVIDIA in December 1998.

Stock Option Grants And Exercises

We grant options to our executive officers under the 1998 Plan. As of April
30, 2001, options to purchase a total of 4,378,414 shares were outstanding
under the 1998 Plan and options to purchase 17,138,908 shares remained
available for grant thereunder.

The following tables show for the fiscal year ended January 28, 2001,
certain information regarding options granted to, exercised by, and held at
year-end by, the Named Executive Officers:

Option Grants In Last Fiscal Year

Individual Grants
---------------------
Potential Realizable
Number of % of Total Value at Assumed
Securities Options Annual Rates of Stock
Underlying Granted to Exercise Price Appreciation for
Options Employees Price Option Term (4)
Granted in Fiscal ($/Sh) Expiration ----------------------
Name (#)(1) Year (2) (3) Date 5% ($) 10% ($)
---- ---------- ---------- -------- ---------- ---------- -----------

Jen-Hsun Huang.......... 800,000 7.42% $18.53 01/31/10 $9,323,489 $23,627,551
Jeffrey D. Fisher....... 15,000 0.14% $32.00 02/27/10 301,870 764,997
15,000 0.14% $58.06 10/18/10 547,720 1,388,043
50,000 0.46% $29.94 01/02/11 941,352 2,385,608
Christine B. Hoberg..... 50,000 0.46% $29.94 01/02/11 941,352 2,385,608
Chris A. Malachowsky.... 15,000 0.14% $58.06 10/18/10 547,720 1,388,042
50,000 0.46% $29.94 01/02/11 941,351 2,385,609
Curtis R. Priem......... 30,000 0.28% $29.94 01/02/11 564,811 1,431,365

- --------
(1) Initial option grants generally vest at a rate of 25% on the first
anniversary of the vesting commencement date and 6.25% each quarter
thereafter and have a term of 10 years. Subsequent option grants generally
vest 6.25% per quarter from the date of grant.

(2) Based on an aggregate of 10,777,375 shares subject to options granted to
persons who were employees in the fiscal year ended January 28, 2001,
including the Named Executive Officers.

(3) The exercise price per share of each option was equal to the fair market
value of the Common Stock on the date of grant as determined by the Board.

(4) The potential realizable value is calculated based on the term of the
option at the time of grant (10 years). It is calculated assuming that the
fair market value of NVIDIA's Common Stock on the date of grant
appreciates at the indicated annual rate compounded annually for the
entire term of the option and that the option is exercised at the exercise
price and sold on the last day of its term at the appreciated price. Stock
price appreciation of 5% and 10% is assumed pursuant to rules promulgated
by the Securities and Exchange Commission and does not represent our
prediction of our stock price performance.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

This table sets forth for each Named Executive Officer the number and value
of securities underlying unexercised options at January 28, 2001.

Number of Securities
Underlying Unexercised Value of Unexercised In-the-Money
Shares Value Options at January 28, 2001 Options at January 28, 2001(1)
Acquired on Realized --------------------------------- ---------------------------------
Name Exercise (#) ($) Exercisable (#) Unexercisable (#) Exercisable ($) Unexercisable ($)
- ---- ------------ ---------- --------------- ----------------- --------------- -----------------

Jen-Hsun Huang.......... -- -- 670,000 930,000 $29,808,970 $33,739,830
Jeffrey D. Fisher....... 52,040 $3,178,126 42,208 227,752 1,801,624 8,228,271
Christine B. Hoberg..... 110,624 6,903,903 36,876 345,000 1,744,696 15,000,913
Chris A. Malachowsky.... -- -- 344,687 220,313 16,209,531 8,411,694
Curtis R. Priem......... -- -- 343,750 186,250 16,209,531 7,994,204

- --------
(1) Based on the difference between $50.81 (the fair market value of NVIDIA's
common stock on January 26, 2001, the last trading day of the fiscal year)
and the exercise price.

Report of the Compensation Committee of the Board of Directors
on Executive Compensation/2/

Introduction

Our executive compensation policies and practices are established and
administered by the Compensation Committee of the Board of Directors. The
Compensation Committee consists of three non-employee directors: Tench Coxe,
James C. Gaither and Harvey C. Jones. The Committee's determinations regarding
compensation of the Chief Executive Officer and other executive officers are
reviewed with all the non-employee directors.

Philosophy

The goals of the compensation program are: (1) to align the financial
interests of the executive officers and other key employees with those of the
stockholders; and (2) to provide a means for NVIDIA to attract, retain, and
reward high-quality executives who contribute to our long-term success.

. Our philosophy regarding base salaries for executives is conservative,
with the goal of maintaining base salaries at the industry median for
comparable companies.

. We maintain semi-annual incentive bonus opportunities that are intended
to motivate executives to achieve specific operating and strategic
objectives. The combination of base and incentive bonus is targeted to
bring total compensation to competitive levels.

. We provide significant equity-based incentives for executives and other
key employees to ensure they are motivated over the long-term to
increase stockholder value and to contribute to our long-term growth.

Compensation Plans

Our executive compensation comprises three elements, each of which is
intended to support the overall compensation philosophy.
- --------
2 The material in this report is not "soliciting material," is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any past
or future filing that we make under the Securities Act of 1933 or the
Securities Exchange Act of 1934, irrespective of any general incorporation
language contained in such filing.

Base Salary. We recognize the importance of maintaining compensation levels
competitive with semiconductor and other leading technology companies with
which we compete for talent. Base salary is targeted at the median level for
companies in similar businesses of similar characteristics such as sales
volume, capitalization and financial performance. We review with the Chief
Executive Officer an annual salary plan for our executive officers (other than
the Chief Executive Officer). The salary plan is modified as we deem
appropriate upon our approval. The annual salary plan is developed based on an
annual review of executive salaries at semiconductor and other comparable
technology companies, including the Radford Survey. The industry group shown
on NVIDIA's Performance Measurement Comparison Graph includes larger companies
included in such compensation survey, as well as companies of comparable size
within the fabless semiconductor sector. Such annual plan also takes into
account past performance and expected future contributions of the individual
executive.

Bonus. We introduced a semi-annual incentive bonus plan in the second half
of fiscal 2000, which provides bonus compensation to executives, based on
achievement of specific financial performance targets. The plan is funded
based on achieving a minimum threshold in operating margin and is distributed
based on individual performance objectives.

Long-Term Incentives. Long-term incentives have been in the form of stock
options. We believe that equity-based compensation closely aligns the
interests of executive officers with your interests as stockholders, by
providing an incentive to manage NVIDIA with a focus on long-term strategic
objectives set by the Board of Directors relating to growth and stockholder
value. Stock options are granted under the 1998 Equity Incentive Plan. Stock
options are granted at not less than fair market value and have value only if
NVIDIA's stock price increases. The size of the option grant is determined
based on competitive practices in the technology industry and our philosophy
of significantly linking executive compensation with stockholder interests.
Stock options vest in a series of installments over a four-year period,
contingent upon the executives continued employment at NVIDIA. Options
terminate 10 years after the date of grant. Subsequent grants are based on a
number of factors, including individual performance, job level, expected
future performance, and the competitive environment.

Executive officers are also generally eligible to participate in NVIDIA's
1998 Employee Stock Purchase Plan. Participation levels in such Plan are at
the discretion of each executive. However, as a result of applicable laws
regarding stock ownership, Messrs. Huang, Malachowsky and Priem are not
eligible to participate in this Plan.

In fiscal 2001, we determined that each of executive officers should
receive option grants. The table on page 13 reflects such grants. Out of a
total of 10,777,375 options granted to employees under the 1998 Equity
Incentive Plan and 2000 Nonstatutory Equity Incentive Plan in fiscal 2001,
executive officers received grants for 1,025,000 shares, or approximately 9.5%
of the total options granted to employees under the 1998 Equity Incentive Plan
and the 2000 Nonstatutory Equity Incentive Plan in fiscal 2001.

We believe the programs described above provide compensation that is
competitive with comparable technology companies, that they link the interests
of our executives together with yours as stockholders, and that they provide
the basis for us to attract and retain qualified executives. We will continue
to monitor the relationship among executive compensation, NVIDIA's performance
and stockholder value.

Chief Executive Officer Compensation

A process similar to that discussed above for executive officers determines
compensation for Jen-Hsun Huang, the Chief Executive Officer. Following our
review of compensation paid to Chief Executive Officers at other comparable
technology companies, we increased Mr. Huang's base salary for fiscal 2001
from $300,000 to $400,000. In addition, Mr. Huang's fiscal 2001 bonus target
was set at $400,000, based on achieving key financial and other strategic
objectives. We determined that Mr. Huang achieved his objectives in fiscal
2001. For fiscal 2002, we determined to leave Mr. Huang's base salary at
$400,000, and increased his annual bonus target to $600,000. The bonus, if
any, that Mr. Huang will be paid for fiscal 2002 performance continues to be
based on achieving key financial and other strategic objectives.

In fiscal 2001, Mr. Huang was also granted an option to acquire 800,000
shares of common stock at an exercise price of $18.53, which was the fair
market value of the stock on such date. This option vests on a quarterly basis
over four years following the date of the grant. This grant was intended to
continue to maintain the overall competitiveness of Mr. Huang's compensation
package and strengthen the alignment of Mr. Huang's interests with those of
our stockholders during a critical phase of NVIDIA's development.

We intend to continue to monitor Mr. Huang's compensation level in light of
his performance and the compensation levels of executives at comparable
companies.

Compensation Committee

Tench Coxe
James C. Gaither
Harvey C. Jones

Compensation Committee Interlocks and Insider Participation

For the fiscal year ended January 28, 2001, the Compensation Committee
consisted of Messrs. Coxe, Gaither and Jones. No member of the Compensation
Committee is an officer or employee of NVIDIA, and none of our executive
officers serve as a member of a compensation committee of any entity that has
one or more executive officers serving as a member of the Compensation
Committee. Each of our directors, or their affiliated entities, other than Mr.
Seawell, has purchased and holds NVIDIA securities.

Mr. Gaither has provided legal services to NVIDIA since its inception. See
"Certain Transactions."

Performance Measurement Comparison The material in this report is not
"soliciting material," is not deemed "filed" with the SEC, and is not to be
incorporated by reference into any of our past or future filings under the
Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of
any general incorporation language contained in such filing.

The following graph shows a comparison of total stockholder return of an
investment of $100 in cash on January 22, 1999 (the date the Company's Common
Stock began trading on the Nasdaq National Market) through January 26, 2001
(the last trading day of the Company's 2001 fiscal year) in (i) NVIDIA's
Common Stock; (ii) the Hambrecht & Quist Technology Index; and (iii) the
Nasdaq Stock Market (U.S.). Historic stock price performance is not
necessarily indicative of future stock price performance. All values assume
reinvestment of the full amount of all dividends.

COMPARISON OF CUMULATIVE TOTAL RETURN*

AMONG NVIDIA CORPORATION, THE HAMBRECHT & QUIST TECHNOLOGY INDEX
AND THE NASDAQ STOCK MARKET (U.S.)

[COMPARISON CHART]
CRSP Total Return Indices
Monthly Values as of January 31, 2001
Incorporates historical edits made through 01/31/01

Total Return Total Return Total Return
Date Value NVIDIA Value Nasdaq Value for H&Q Tech
- ---- ------------ ------------ ------------------

01/29/99 100 100 100
02/26/99 115.463158 91.0448862 88.9126504
03/31/99 111.189474 97.9340573 95.7739565
04/30/99 96.0526316 101.088859 99.382254
05/28/99 89.8 98.2891226 100.738768
06/30/99 100.663158 107.132818 113.400859
07/30/99 105.926316 105.200887 111.830492
08/31/99 148.031579 109.649548 117.180726
09/30/99 101.315789 109.800207 119.838832
10/29/99 116.452632 118.6005 132.40955
11/30/99 182.242105 133.030113 154.772829
12/31/99 247.042105 162.291016 196.109804
01/31/00 195.063158 156.284395 187.619321
02/29/00 336.842105 185.993469 239.802088
03/31/00 444.652632 182.162664 221.192916
04/28/00 469.084211 153.221986 197.305928
05/31/00 600.663158 134.738493 173.262924
06/30/00 669.084211 158.381373 198.302778
07/31/00 631.578947 149.803917 185.618815
08/31/00 835.526316 167.509739 218.319984
09/29/00 861.842105 145.753247 194.675039
10/31/00 654.115789 133.725617 176.952874
11/30/00 426.315789 103.094871 126.660283
12/29/00 344.905263 97.6665097 126.451776
01/31/01 543.421053 109.629334 144.593872

* ASSUMES $100 INVESTED ON 1/22/99 IN STOCK OR INDEX, INCLUDING
REINVESTMENT OF DIVIDENDS. THE LAST DAY ON WHICH STOCK WAS TRADED IN THE
FISCAL YEAR ENDED JANUARY 28, 2001 WAS JANUARY 26, 2001.

Certain Transactions

James C. Gaither, one of our directors and a member of our compensation
committee, is Senior Counsel to Cooley Godward LLP, which has provided legal
services to us since our inception.

We have entered into indemnity agreements with each of our directors and
executive officers. The form of indemnity agreement provides, among other
things, that NVIDIA will indemnify such executive officer and director, under
the circumstances and to the extent provided for therein, for any and all
expenses he or she may be required to pay in actions or proceedings because of
his or her status as a director or executive officer of NVIDIA, to the fullest
extent permitted by the Company's Bylaws and Delaware law.

Other Matters

Other Business

We do not know of any other matters will be presented for consideration at
the Annual Meeting. If any other matters are properly brought before the
meeting, it is the intention of the persons named in the accompanying proxy to
vote on such matters in accordance with their best judgment.

Annual Report On Form 10-K

Our annual report on Form 10-K, as amended, for the year ended January 28,
2001, as filed with the SEC, is available electronically through our web site
at http://www.nvidia.com. It is also available without charge upon written
request to: Corporate Secretary, NVIDIA Corporation, 2701 San Tomas
Expressway, Santa Clara, California 95050. Copies may also be obtained
electronically through the SEC's EDGAR database: http://www.sec.gov.

By Order of the Board of Directors

Christine B. Hoberg
Secretary

June , 2001

Appendix A

Audit Committee Charter

NVIDIA CORPORATION
Charter of the Audit Committee of the Board of Directors
adopted May 2000;
amended May 2001

I. Audit Committee Purpose

. The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit
Committee's primary duties and responsibilities are to:

. Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting, and legal
compliance.

. Monitor the independence and performance of the Company's independent
auditors.

. Provide an avenue of communication among the independent auditors,
management and the Board of Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to
the independent auditors as well as anyone in the organization. The Audit
Committee has the ability to retain, at the Company's expense, special legal,
accounting, or other consultants or experts it deems necessary in the
performance of its duties.

II. Audit Committee Composition and Meetings

Audit Committee members shall meet the requirements of the Nasdaq National
Market. The Audit Committee shall comprise at least three directors as
determined by the Board, none of whom shall be an employee and each of whom
shall be free from any relationship that would interfere with the exercise of
his or her independent judgment, as determined by the Board of Directors, in
accordance with applicable Nasdaq requirements. All members of the Committee
shall have a basic understanding of finance and accounting and be able to read
and understand fundamental financial statements, and at least one member of
the Committee shall have accounting or related financial management expertise.

Audit Committee members shall be appointed by the Board.

The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. The Committee should meet privately in executive
session at least annually with management, the independent auditors, and as a
committee to discuss any matters that the Committee or each of these groups
believe should be discussed. In addition, the Committee should communicate
with management and the independent auditors quarterly to review the Company's
financial statements and significant findings based upon the auditors' limited
review procedures.

III. Audit Committee Responsibilities and Duties

Review Procedures

1. Review and reassess the adequacy of this Charter at least annually.
Submit the charter to the Board of Directors for approval and have the
document published at least every three years in accordance with SEC
regulations.

2. Review the Company's annual audited financial statements prior to filing
or distribution. Review should include discussion with management and
independent auditors of significant issues regarding accounting
principles, practices, and judgments.

3. In consultation with the management and the independent auditors,
consider the integrity of the Company's financial reporting processes
and controls. Discuss significant financial risk exposures and the steps
management has taken to monitor, control, and report such exposures.
Review significant

A-1

findings prepared by the independent auditors together with management's
responses, including the status of previous recommendations.

4. Review with financial management and the independent auditors the
company's quarterly financial results prior to the release of earnings
and/or the company's quarterly financial statements prior to filing or
distribution. Discuss any significant changes to the Company's
accounting principles and any items required to be communicated by the
independent auditors in accordance with SAS 61 (see item 9).

Independent Auditors
5. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall review
the independence and performance of the auditors and annually recommend
to the Board of Directors the appointment of the independent auditors or
approve any discharge of auditors when circumstances warrant.

6. Approve the fees and other significant compensation to be paid to the
independent auditors.

7. On an annual basis, the Committee should review and discuss with the
independent auditors all significant relationships they have with the
Company that could impair the auditors' independence.

8. Review the independent auditors audit plan--discuss scope, staffing,
locations, reliance upon management and general audit approach.

9. Prior to releasing the year-end earnings, discuss the results of the
audit with the independent auditors. Discuss certain matters required to
be communicated to audit committees in accordance with AICPA SAS 61.

10. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in
its financial reporting.

Legal Compliance

11. On at least an annual basis, review with the Company's legal counsel,
any legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with
applicable laws and regulations, and inquiries received from regulators
or governmental agencies.

Other Audit Committee Responsibilities

12. Annually prepare a report to stockholders as required by the Securities
and Exchange Commission. The report should be included in the Company's
annual proxy statement.

13. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the Board
deems necessary or appropriate.

14. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

A-2

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
NVIDIA CORPORATION
(a Delaware corporation)

NVIDIA Corporation, a Delaware corporation (the "Corporation"), does hereby
certify:

First: The name of the Corporation is NVIDIA Corporation.

Second: The Corporation's original Certificate of Incorporation was filed
with the Delaware Secretary of State on February 24, 1998 under the name of
NVIDIA Delaware Corporation.

Third: The Board of Directors of the Corporation, acting in accordance with
Sections 141(f) and 242 of the General Corporation Law of the State of
Delaware, adopted resolutions to amend Paragraph A of Article IV of the
Amended and Restated Certificate of Incorporation of the Corporation to read
in its entirety as follows:

"A. This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares which the corporation is authorized to issue is Five Hundred
Two Million (502,000,000) shares. Five Hundred Million (500,000,000) shares
shall be Common Stock, each having a par value of one-tenth of one cent
($.001). Two Million (2,000,000) shares shall be Preferred Stock, each having
a par value of one-tenth of one cent ($.001).

The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby authorized, by filing a certificate (a
"Preferred Stock Designation") pursuant to the Delaware General Corporation
Law, to fix or alter from time to time the designation, powers, preferences
and rights of the shares of each such series and the qualifications,
limitations or restrictions of any wholly unissued series of Preferred Stock,
and to establish from time to time the number of shares constituting any such
series or any of them; and to increase or decrease the number of shares of any
series subsequent to the issuance of shares of that series, but not below the
number of shares of such series then outstanding. In case the number of shares
of any series shall be decreased in accordance with the foregoing sentence,
the shares constituting such decrease shall resume the status that they had
prior to the adoption of the resolution originally fixing the number of shares
of such series."

Fourth: Thereafter pursuant to a resolution of the Board of Directors this
Certificate of Amendment was submitted to the stockholders of the Corporation
for their approval, and was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

Fifth: All other provisions of the Amended and Restated Certificate of
Incorporation shall remain in full force and effect.

In Witness Whereof, NVIDIA Corporation has caused this Certificate of
Amendment to be signed by its President and attested to by its Secretary in
Santa Clara, California this day of May, 2001.

NVIDIA Corporation

-------------------------------------
Jen-Hsun Huang
President and Chief Executive
Officer

Attest:

- -------------------------------
Christine B. Hoberg
Secretary

NVIDIA CORPORATION

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS AUGUST 15, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Jen-Hsun Huang and Christine B. Hoberg, or
either of them, each with full power of substitution as proxies of the
undersigned, to attend the Annual Meeting of Stockholders of NVIDIA Corporation,
to be held at the Company's Corporate Headquarters, 2701 San Tomas Expressway,
Santa Clara, California, on Wednesday, August 15, 2001 at 2:00 p.m. local time
and at any adjournment or postponement thereof, to vote the number of shares the
undersigned would be entitled to vote if personally present, and to vote in
their discretion upon any other business that may properly come before the
meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

Please sign, date and return this proxy in the envelope provided, which requires
no postage if mailed in the United States.

CONTINUED ON THE OTHER SIDE
IMPORTANT TO MARK, DATE AND SIGN ON THE REVERSE SIDE

PLEASE MARK
/X/ VOTES AS IN THIS EXAMPLE

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
PROPOSALS 1, 2 AND 3.
---------------------

1. ELECTION OF DIRECTORS.
NOMINEES: James C. Gaither, Jen-Hsun Huang and A. Brooke Seawell

FOR WITHHELD
/ / / /

/ / __________________________________________
For all nominees except as noted above

2. To approve an amendment to the Company's Amended and Restated Certificate of
Incorporation to increase the authorized number of shares of Common Stock
from 200,000,000 shares to 500,000,000 shares.

FOR AGAINST ABSTAIN
/ / / / / /

3. To ratify the selection of KPMG LLP as the Company's independent auditors
for fiscal 2002.

FOR AGAINST ABSTAIN
/ / / / / /

/ / MARK HERE IF YOU PLAN TO ATTEND THE MEETING

/ / MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW

Signature:____________________________________ Date:________

(This Proxy should be marked, dated and signed by the stockholder(s) exactly as
his or her name appears on the stock certificate(s) and returned in the enclosed
envelope. If shares are held by joint tenants or as community property, both
should sign. When signing as attorney, as executor, administrator, trustee or
guardian, please give full title as such. A corporation is requested to sign its
name by its authorized officer, with the office held designated. If a
partnership, please sign in partnership name by authorized person.)