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[LETTERHEAD OF COOLEY GODWARD LLP]
May 7, 1998
VIA EDGAR
Michael Hurwitz
Securities and Exchange Commission
Office of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: NVIDIA CORPORATION
FILE NO. 333-47495
WITHDRAWAL OF REGISTRATION STATEMENT ON FORM 8-A
Dear Mr. Hurwitz:
NVIDIA Corporation (the "Registrant") hereby requests the immediate withdrawal
of the Registrant's Registration Statement on Form 8-A under Section 12B (the
"12B Form 8-A"), which was filed with the Commission on March 23, 1998 and the
Form 8-A under Section 12G (the "12G Form 8-A"), which was filed on April 3,
1998, because the Registrant does not anticipate that its Registration Statement
on Form S-1 (No. 333-47495) will become effective until after May 23, 1998, the
date upon which the 12B Form 8-A will automatically become effective.
The undersigned anticipates that a new Registration Statement on Form 8-A under
Section 12G will be filed with the Commission on or about May 31, 1998.
I will contact you tomorrow to confirm that the 12B Form 8-A and the 12G Form
8-A were actually withdrawn. Please contact me at the number above if you have
any questions or problems.
Sincerely,
/s/ Mitchell R. Truelock
Mitchell R. Truelock
cc: Karyn R. Smith, Esq.
