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 *
STEVENS MARK A
   2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP [NVDA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
NVIDIA CORPORATION, 2701 SAN TOMAS EXPRESSWAY		 3. Date of Earliest Transaction (Month/Day/Year)
02/27/2006
(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 02/27/2006   J   3,311 (1) A $ 0 431,183 I By Third Millennium Trust (2)
Common Stock 02/27/2006   J(3)   1,355 A $ 0 1,355 D  
Common Stock 02/27/2006   J(4)   476,665 D $ 0 238,335 I By Partnership (7)
Common Stock 02/27/2006   S(5)   11,657 D $ 47.4297 226,678 I By Partnership (7)
Common Stock 02/28/2006   S(6)   226,678 D $ 47.1397 0 I By Partnership (7)

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STEVENS MARK A
NVIDIA CORPORATION
2701 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95050		   X      

Signatures

 Mark A. Stevens   03/01/2006
**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) Pro rata distribution from Sequoia Capital X Principals Fund, of which the reporting person is a limited partner.
(2) Shares originally owned directly by Mark A. Stevens were transferred into the Third Millennium Trust, of which Mr. Stevens and his wife are co-trustees. These shares of Common Stock are now owned indirectly by the Reporting Person through the Trust.
(3) Pro rata distribution from Sequoia Capital Franchise Partners, of which the reporting person is a limited partner.
(4) The distribution of 476,665 shares covered by this statement represent distributions by various entities affiliated with Sequoia Capital: 189,981 by Sequoia Capital X, 27,838 by Sequoia Technology Partners, 20,512 by Sequoia Capital X Principals Fund, 209,734 by Sequoia Capital Franchise Fund, and 28,600 by Sequoia Capital Franchise Partners.
(5) The sale of 11,657 shares covered by this statement represent sales by various entities affiliated with Sequoia Capital: 9,138 by Sequoia Capital IX, 1,271 by Sequoia Capital Entrepreneurs Annex Fund, and 1,248 by Sequoia Capital IX Principals Fund.
(6) The sale of 226,678 shares covered by this statement represent sales by various entities affiliated with Sequoia Capital: 177,694 by Sequoia Capital IX, 24,718 by Sequoia Capital Entrepreneurs Annex Fund, and 24,266 by Sequoia Capital IX Principals Fund.
(7) The Rerporting Person is a general partner of the entities affiliated with Sequoia Capital that hold these securities referenced in this footnote; therefore, the Reporting Person may be deemed to beneficially own the shares currently held by such entities. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest in such shares. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of all such equity securities covered by this statement.

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