Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Burns Karen
 2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2011		 3. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP [NVDA]
(Last)
(First)
(Middle)
C/O NVIDIA CORPORATION, 2701 SAN TOMAS EXPRESSWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CFO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SANTA CLARA, CA 95050		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 23,594 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (2) 09/29/2011 Common Stock 6,000 $ 11.327 D  
Stock Option (Right to Buy)   (3) 09/16/2014 Common Stock 9,000 $ 10 D  
Stock Option (Right to Buy)   (4) 03/17/2015 Common Stock 3,600 $ 10.2 D  
Stock Option (Right to Buy)   (4) 03/17/2015 Common Stock 7,500 $ 10.2 D  
Stock Option (Right to Buy)   (5) 09/15/2015 Common Stock 7,800 $ 15.94 D  
Stock Option (Right to Buy)   (6) 03/16/2016 Common Stock 8,400 $ 18.1 D  
Stock Option (Right to Buy)   (7) 09/14/2020 Common Stock 12,270 $ 10.56 D  
Stock Option (Right to Buy)   (8) 01/09/2021 Common Stock 4,500 $ 20.631 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Burns Karen
C/O NVIDIA CORPORATION
2701 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95050		       Interim CFO  

Signatures

/s/ Rebecca Peters, as Attorney-in-Fact for Karen Burns 03/25/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 12,013 shares acquired pursuant to restricted stock units that were received as an award, for no consideration. Such shares are subject to vesting.
(2) Fully vested.
(3) The option shall vest as to 25% of the shares on December 17, 2010 and 75% of the shares in equal quarterly installments over the next nine months such that the option shall be fully vested on the three year anniversary of the date of grant.
(4) The option shall vest as to 33.36% of the shares on March 18, 2010 and then 8.33% each quarter for the following two years such that the option shall be fully vested on the three year anniversary of the date of grant.
(5) The option shall vest as to 33.36% of the shares on September 16, 2010 and then 8.33% each quarter for the following two years such that the option shall be fully vested on the three year anniversary of the date of grant.
(6) The option shall vest as to 25% of the shares on June 17, 2012 and 75% of the shares in equal quarterly installments over the next nine months such that the option shall be fully vested on the three year anniversary of the date of grant.
(7) The option shall vest as to 25% of the shares on September 15, 2011 and 6.25% of the shares at the end of each quarterly period thereafter, such that the option is fully vested on the four (4) year anniversary of the date of grant.
(8) The option shall vest as to 25% of the shares on December 1, 2011 and 6.25% of the shares at the end of each quarterly period thereafter, such that the option is fully vested on the four (4) year anniversary of the date of grant.

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