EXHIBIT 4.2
 
===============================================================================
    COMMON STOCK              [LOGO OF NVIDIA]               COMMON STOCK 

        NUMBER                                                   SHARES
    NVDA                                     
                                  NVIDIA     

             INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                            SEE REVERSE FOR
                                                           CERTAIN DEFINITIONS
                                                          AND A STATEMENT AS TO
                                                         THE RIGHTS, PREFERENCES
                                                        AND PRIVILEGES OF SHARES

                                                            CUSIP 67066G 10 4

    THIS CERTIFIES THAT




    IS THE OWNER OF


           FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, 
                       PAR VALUE OF $0.001 PER SHARE, OF

                              NVIDIA CORPORATION

transferable on the books of the Corporation by the holder hereof in person or 
   by duly authorized attorney upon surrender of this Certificate properly 
endorsed. This Certificate is not valid until countersigned and registered by 
                       the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of 
                         its duly authorized officers.

Dated:

       /s/ Geoffrey Ribar   [NVIDIA CORPORATE SEAL]        /s/ Jen Hsun Huang

         SECRETARY AND                                        PRESIDENT AND 
     CHIEF FINANCIAL OFFICER                             CHIEF EXECUTIVE OFFICER


                               COUNTERSIGNED AND REGISTERED:
                                       CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
                                                    TRANSFER AGENT AND REGISTRAR
                               BY
                                                            AUTHORIZED SIGNATURE

================================================================================
                          AMERICAN BANK NOTE COMPANY

 
                              NVIDIA CORPORATION

A statement of the powers, designations, preferences and relative, 
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences 
and/or rights as established, from time to time, by the Certificate of 
Incorporation of the Corporation and by any certificate of designation, and the 
number of shares constituting each class and series and the designations 
thereof, may be obtained by the holder hereof upon request and without charge 
from the Corporation at its principal office.

The following abbreviations, when used in the inscription on the face of this 
certificate, shall be construed as though they were written out in full 
according to applicable laws or regulations:

 TEN COM - as tenants in common   UNIF GIFT MIN ACT-.........Custodian......... 
 TEN ENT - as tenants by the                         (Cust)           (Minor)
           entireties                               under Uniform Gifts to
 JP TEN  - as joint tenants with                    Minors Act..................
           right of survivorship                                   (State)
           and not as tenants in  UNIF TRF MIN ACT- .....Custodian (until age..)
           common                                   (Cust)     
                                                   ......under Uniform Transfer
                                                   (Minor)     
                                                   to Minors Act............... 
                                                                    (State) 

    Additional abbreviations may also be used though not in the above list.
                                                                   
    FOR VALUE RECEIVED, _____________________________ hereby sell, assign and 
transfer unto 

PLEASE INSERT SOCIAL SECURITY
 OR OTHER IDENTIFYING NUMBER
        OF ASSIGNEE

_____________________________

_____________________________

________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ Shares
of the common stock represented by the within Certificate, 
and do hereby irrevocably constitute and appoint

________________________________________________________________________Attorney
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.

Dated ____________________________

                                              __________________________________
                                      NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT 
                                               MUST CORRESPOND WITH THE NAME AS
                                               WRITTEN UPON THE FACE OF THE 
                                               CERTIFICATE IN EVERY PARTICULAR
                                               WITHOUT ALTERATION OR ENLARGEMENT
                                               OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed

By_________________________________
THE SIGNATURE(S) MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS 
WITH MEMBERSHIP IN AN APPROVED 
SIGNATURE MEDALLION GUARANTEE PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15.