Amendment No. 1 to Form 8-K



Washington, D.C. 20549



(Amendment No. 1)



Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2007



(Exact name of registrant as specified in its charter)



Delaware   0-23985   94-3177549

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)


2701 San Tomas Expressway, Santa Clara, CA   95050
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (408) 486-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


SECTION 8 – Other Events

Item 8.01. Other Events.

As we have previously disclosed in our Form 10-Q for the fiscal quarter ended April 29, 2007, we have an ongoing authorization from our Board of Directors, subject to certain specifications, to repurchase shares of our common stock up to an aggregate maximum amount of $1.7 billion. During our third fiscal quarter fiscal 2008, as part of this program, we intend to purchase a minimum of 1,000,000 shares of our common stock on the open market, in negotiated transactions or through structured stock repurchase agreements. Our stock repurchase plan is designed, among other things, to offset dilution from stock issuances pursuant to our employee benefit plans.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


      NVIDIA Corporation
Date: June 19, 2007     By:  

/s/ Marvin D. Burkett

        Marvin D. Burkett
        Chief Financial Officer