##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    May 2, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission File
    Number: 0-17017
  Dell Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

74-2487834(State or other jurisdiction
    of incorporation or organization)

(I.R.S. Employer
    Identification No.)   One Dell Way
 Round Rock, Texas 78682
 (Address of principal executive
    offices) (Zip Code)
  (512) 338-4400
 (Registrants telephone
    number, including area code)
  þ o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do
    not check if a smaller reporting company)
  Rule 12b-2 o þ




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##### 



INDEX
  PagePart I  FINANCIAL
    INFORMATIONItem 1. Financial
    StatementsCondensed Consolidated Statements of Financial
    Position at May 2, 2008 (unaudited), and February 1,
    2008


1Condensed Consolidated Statements of Income for
    the three month periods ended May 2, 2008 (unaudited), and
    May 4, 2007 (unaudited)


2Condensed Consolidated Statements of Cash Flows
    for the three month periods ended May 2, 2008 (unaudited),
    and May 4, 2007 (unaudited)


3Notes to Condensed Consolidated Financial
    Statements (unaudited)


4Item
    2.Managements Discussion and
    Analysis of Financial Condition and Results of Operations


20Item
    3.Quantitative and Qualitative
    Disclosures About Market Risk


33Item
    4. Controls
    and Procedures


34Part II  OTHER INFORMATIONItem 1. Legal
    Proceedings


35Item 1A. Risk
    Factors


35Item
    2. Unregistered Sales of Equity
    Securities and Use of Proceeds


35Item
    6.Exhibits


35Certification of Michael S. Dell Pursuant to Rule 13a-14(a)Certification of Donald J. Carty Pursuant to Rule 13a-14(a)Certifications Pursuant to 18 U.S.C. Section 1350




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  ITEM 1.  Financial
    Statements
  DELL
    INC.
    CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL
    POSITION
 (in millions)
  May 2,

February 1,2008

2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
8,273


$
7,764Short-term investments


228



208Accounts receivable, net


6,002



5,961Financing receivables, net


1,548



1,732Inventories


1,258



1,180Other


3,193



3,035Total current assets


20,502



19,880Property, plant, and equipment, net


2,642



2,668Investments


1,312



1,560Long-term financing receivables, net


375



407Goodwill


1,691



1,648Purchased intangible assets, net


808



780Other non-current assets


689



618Total assets

$
28,019


$
27,561LIABILITIES AND EQUITYCurrent liabilities:Short-term borrowings

$
131


$
225Accounts payable


10,891



11,492Accrued and other


3,829



4,323Short-term deferred service revenue


2,518



2,486Total current liabilities


17,369



18,526Long-term debt


1,848



362Long-term deferred service revenue


2,906



2,774Other non-current liabilities


2,350



2,070Total liabilities


24,473



23,732Commitments and contingencies (Note 9)Redeemable common stock and capital in excess of $.01 par
    value; shares issued and outstanding: 4 and 4, respectively
    (Note 12)


92



94Stockholders equity:Preferred stock and capital in excess of $.01 par value;
    shares issued and outstanding: none


-



-Common stock and capital in excess of $.01 par value;
    shares authorized:7,000; shares issued: 3,329 and 3,320, respectively; shares
    outstanding: 2,017 and2,060, respectively


10,652



10,589Treasury stock at cost: 837 and 785 shares, respectively


(26,068
)


(25,037
)Retained earnings


18,983



18,199Accumulated other comprehensive loss


(113
)


(16
)Total stockholders equity


3,454



3,735Total liabilities and equity

$
28,019


$
27,561   1




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##### Table of Contents



DELL
    INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share amounts; unaudited)  Three Months EndedMay 2,


May 4,2008


2007Net revenue

$
16,077


$
14,722Cost of net revenue


13,112



11,884Gross margin


2,965



2,838Operating expenses:Selling, general, and administrative


1,912



1,763Research, development, and engineering


152



142In-process research and development


2



-Total operating expenses


2,066



1,905Operating income


899



933Investment and other income, net


125



78Income before income taxes


1,024



1,011Income tax provision


240



255Net income

$
784


$
756Earnings per common share:Basic

$
0.39


$
0.34Diluted

$
0.38


$
0.34Weighted-average shares outstanding:Basic


2,036



2,234Diluted


2,040



2,254    2




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##### Table of Contents



DELL
    INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions, unaudited)  Three Months EndedMay 2,

May 4,2008

2007Cash flows from operating activities:Net income

$
784


$
756Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


185



132Stock-based compensation


50



97Excess tax benefits from stock-based compensation


-



(12
)Effects of exchange rate changes on monetary assets and
    liabilities denominated in foreign currencies


(90
)


22Other


39



31Changes in:Operating working capital


(882
)


(1,054
)Non-current assets and liabilities


57



(71
)Net cash provided by (used in) operating activities


143



(99
)Cash flows from investing activities:Investments:Purchases


(172
)


(1,104
)Maturities and sales


434



1,068Acquisition of business, net of cash and cash equivalents
    acquired


(170
)


-Capital expenditures


(122
)


(171
)Net cash used in investing activities


(30
)


(207
)Cash flows from financing activities:Repurchase of common stock


(1,031
)


-Issuance of common stock under employee plans


21



21Excess tax benefits from stock-based compensation


-



12Issuance (payment) of commercial paper, net


101



(40
)Repayments of borrowings


(200
)


(17
)Proceeds from borrowings


1,490



12Other


6



(1
)Net cash provided by (used in) financing activities


387



(13
)Effect of exchange rate changes on cash and cash equivalents


9



33Net increase (decrease) in cash and cash equivalents


509



(286
)Cash and cash equivalents at beginning of period


7,764



9,546Cash and cash equivalents at end of period

$
8,273


$
9,260    3




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
  NOTE 1 
    BASIS OF
    PRESENTATION  Basis of Presentation Form 10-K
      Out of Period Adjustments
  Recently Issued and Adopted Accounting Pronouncements Fair Value Measurements
  The Fair
    Value Option for Financial Assets and Financial Liabilities
  Disclosures about Derivative Instruments and Hedging
    Activities, an amendment of FASB Statement No. 133 ,
 4




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
    NOTE 2 
    INVENTORIES  May 2,


February 1,2008


2008(a)(in millions)Inventories:Production materials

$
743


$
714Work-in-process


173



144Finished goods


342



322Inventories

$
1,258


$
1,180     (a)
    
    Certain prior period amounts have
    been changed to conform to the current year presentation. As a
    result, $46 million has been reclassified from production
    materials and
    work-in-process
    to finished goods. There is no impact to the condensed
    consolidated financial statements as a result of this change.  NOTE 3 
    EARNINGS
    PER COMMON SHARE      Three Months EndedMay 2,


May 4,2008


2007(in millions, except per share amounts)Numerator:Net income

$
784


$
756Denominator:Weighted-average shares outstanding:Basic


2,036



2,234Effect of dilutive options, restricted stock units, restricted
    stock, and other


4



20Diluted


2,040



2,254Earnings per common share:Basic

$
0.39


$
0.34Diluted

$
0.38


$
0.34  5




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
  NOTE 4 
    COMPREHENSIVE
    INCOME    Three Months EndedMay 2,

May 4,2008

2007(in millions)Comprehensive income:Net income

$
784


$
756Unrealized losses on foreign currency hedging instruments, net


(31
)


(82
)Unrealized (losses) gains on marketable securities, net


(25
)


12Foreign currency translation adjustments


(41
)


1Comprehensive income

$
687


$
687   NOTE 5 
    FINANCIAL
    SERVICES  Dell
    Financial Services L.P.
          small-and-medium
 6




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
  Financing
    Receivables
    May 2,

February 1,2008

2008(in millions)Financing receivables, net:Customer receivables:Revolving loans, gross

$
776


$
1,063Fixed-term leases and loans, gross


635



654Customer receivables, gross


1,411



1,717Customer receivables allowance


(93
)


(96
)Customer receivables, net


1,318



1,621Residual interest


288



295Retained interest


317



223Financing receivables, net

$
1,923


$
2,139Short-term

$
1,548


$
1,732Long-term


375



407Financing receivables, net

$
1,923


$
2,139     
    Customer receivables are presented net of allowance for
    uncollectible accounts. The allowance is based on factors
    including historical experience, past due receivables,
    receivable type, and the risk composition of the receivables.
    The composition and credit quality varies from investment grade
    commercial customers to subprime consumers. Subprime receivables
    comprise less than 20% of the net customer receivable balance at
    May 2, 2008. Customer receivables are charged to the
    allowance at the earlier of when an account is deemed to be
    uncollectible or when an account is 180 days delinquent.
    Recoveries on customer receivables previously charged off as
    uncollectible are recorded to the allowance for uncollectible
    accounts. The following is a description of the components of
    customer receivables.  
    Revolving loans offered under private label credit financing
    programs provide qualified customers with a revolving credit
    line for the purchase of products and services offered by Dell.
    Revolving loans bear interest at a variable annual percentage
    rate that is tied to the prime rate. From time to time, account
    holders may have the opportunity to finance their Dell purchases
    with special programs during which, if the outstanding balance
    is paid in full, no interest is charged. These special programs
    generally range from 3 to 12 months and have an average
    original term of approximately 12 months. At May 2,
    2008, and February 1, 2008, $430 million and
    $668 million, respectively, were receivables under these
    special programs.
    Leases with business customers have fixed terms of two to five
    years. Future maturities of minimum lease payments at
    May 2, 2008, are as follows: 2009: $123 million; 2010:
    $94 million; 2011: $45 million; 2012: 7




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
  $19 million; and 2013: $3 million. Fixed-term loans
    are also offered to qualified small businesses and primarily
    consist of loans with short-term maturities.    Three months endedMay 2, 2008


May 4, 2007Dollars


%


Dollars


%(in millions, except percentages)Net credit losses of customer financing receivables

$
18



4.9%(a)


$
7



2.7%(a)Customer financing receivables 60 days or more delinquent

$
38



2.6%(b)


$
12



0.8%(b)     (a)
    
    Net credit losses for the quarter
    as a percentage of the outstanding average customer receivables
    balance over the quarter, multiplied by four.(b)
    
    Customer financing receivables
    60 days or more delinquent divided by the ending customer
    financing receivables balance.  
    Dell retains a residual interest in the leased equipment. The
    amount of the residual interest is established at the inception
    of the lease based upon estimates of the value of the equipment
    at the end of the lease term using historical studies, industry
    data, and future
    value-at-risk
    demand valuation methods. On a periodic basis, Dell assesses the
    carrying amount of its recorded residual values for impairment.
    Anticipated declines in specific future residual values that are
    considered to be other-than-temporary are recorded in current
    earnings.
    Retained interests represent the residual beneficial interest
    Dell retains in certain pools of securitized financing
    receivables. Retained interests are stated at the present value
    of the estimated net beneficial cash flows after payment of all
    senior interests. In estimating the value of retained interests,
    Dell makes a variety of financial assumptions, including pool
    credit losses, payment rates, and discount rates. These
    assumptions are supported by both Dells historical
    experience and anticipated trends relative to the particular
    receivable pool. Dell reviews its investments in retained
    interests periodically for impairment, based on estimated fair
    value. All gains and losses are recognized in income immediately.       8




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
   Three months endedMay 2,

May 4,2008

2007(in millions)Retained interest:Retained interest at beginning of period

$
223


$
158Issuances


156



43Distributions from conduits


(55
)


(40
)Net accretion


10



3Change in fair value for the period


(17
)


-Retained interest at end of period

$
317


$
164    Weighted Average Key AssumptionsMonthlyPayment


Credit


DiscountRates


Losses


Rates


Life(lifetime)


(annualized)


(months)Time of sale valuation of retained interest


11
%


8
%


16
%


13Valuation of retained interests


8
%


11
%


14
%


12    May 2, 2008Adverse change of:


(in millions
)Expected prepayment speed: 10%

$
(7
)Expected prepayment speed: 20%

$
(12
)Expected credit losses: 10%

$
(11
)Expected credit losses: 20%

$
(22
)Discount rate: 10%

$
(4
)Discount rate: 20%

$
(9
)     Asset
    Securitization
   9




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
  Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities  a Replacement of FASB Statement
    No. 125
        Three months endedMay 2, 2008

May 4, 2007Dollars


%

Dollars


%(in millions, except percentages)Net credit losses of securitized financing receivables

$
28



8.7%(a
)

$
17



6.6%(a
)Securitized financing receivables 60 days or more delinquent

$
49



3.6%(b
)

$
33



3.2%(b
)     (a)
    
    Net credit losses for the quarter
    as a percentage of the average outstanding securitized financing
    receivables over the quarter, multiplied by four.(b)
    
    Securitized financing receivables
    60 days or more delinquent divided by the ending
    securitized financing receivables balance.  NOTE 6 
    FAIR
    VALUE  FAS 157-2,
 10




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
      
    Level 1: Inputs based on quoted market prices for
    identical assets or liabilities in active markets at the
    measurement date.
    Level 2: Observable inputs other than quoted prices
    included in Level 1, such as quoted prices for similar
    assets and liabilities in active markets; quoted prices for
    identical or similar assets and liabilities in markets that are
    not active; or other inputs that are observable or can be
    corroborated by observable market data.
    Level 3: Inputs reflect managements best
    estimate of what market participants would use in pricing the
    asset or liability at the measurement date. The inputs are
    unobservable in the market and significant to the instruments
    valuation.    Level 1Quoted Prices


Level 2in Active


Significant


Level 3Markets for


Other


SignificantIdentical


Observable


Unobservable


TotalAssets


Inputs


Inputs(in millions)Investments - available for sale securities

$
-


$
1,402


$
25


$
1,427Investments - trading securities


3



104



-



107Retained interest


-



-



317



317Derivative instruments


-



51



-



51Total assets measured at fair value on recurring basis

$
3


$
1,557


$
342


$
1,902Derivative instruments


-



119



-



119Total liabilities measured at fair value on recurring basis

$
-


$
119


$
-


$
119     Investments Available for Sale
  Investments Trading Securities
 11




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
  Retained Interests in Securitized Receivables
  Derivative Instruments
    InvestmentsRetained

Available forInterest

Sale


Total(in millions)Balance at February 1, 2008

$
223


$
-


$
223Net unrealized losses included in earnings


(7
)


-



(7
)Purchase


-



25



25Issuances and settlements


101



-



101Balance at May 2, 2008

$
317


$
25


$
342     Items Measured at Fair Value on a Nonrecurring
    Basis
  NOTE 7 
    ACQUISITIONS      Business Combinations
 12




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
    NOTE 8 
    WARRANTY
    LIABILITY AND RELATED DEFERRED SERVICE REVENUE    Three Months EndedMay 2,

May 4,2008

2007(in millions)Deferred service revenue:Deferred service revenue at beginning of period

$
5,260


$
4,221Revenue deferred for new extended warranty and service contracts
    sold


952



824Revenue recognized


(788
)


(637
)Deferred service revenue at end of period

$
5,424


$
4,408Current portion

$
2,518


$
2,033Non-current portion


2,906



2,375Deferred service revenue at end of period

$
5,424


$
4,408   Three Months EndedMay 2,

May 4,2008

2007(in millions)Warranty liability:Warranty liability at beginning of period

$
929


$
958Costs accrued for new warranty contracts and changes in
    estimates for pre-existing
    warranties(a)


352



252Service obligations honored


(267
)


(321
)Warranty liability at end of period

$
1,014


$
889Current portion

$
677


$
638Non-current portion


337



251Warranty liability at end of period

$
1,014


$
889     (a)
    
    Changes in cost estimates related
    to pre-existing warranties are aggregated with accruals for new
    warranty contracts. Dells warranty liability process does
    not differentiate between estimates made for pre-existing
    warranties and new warranty obligations. 13




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
  NOTE 9 
    COMMITMENTS
    AND CONTINGENCIES  Severance Costs and Facility Closures
  Restricted Cash
  Legal Matters Accounting for
    Contingencies
    
    Investigations and Related Litigation  In
    August 2005, the SEC initiated an inquiry into certain of
    Dells accounting and financial reporting matters and
    requested that Dell provide certain documents. The SEC expanded
    that inquiry in June 2006 and entered a formal order of
    investigation in October 2006. The SECs requests for
    information were joined by a similar request from the United
    States Attorney for the Southern District of New York
    (SDNY), who subpoenaed documents related to
    Dells financial reporting from and after Fiscal 2002. In
    August 2006, because of potential issues identified in the
    course of responding to the SECs requests for information,
    Dells Audit Committee, on the recommendation of management
    and in consultation with PricewaterhouseCoopers LLP, Dells
    independent registered public accounting firm, initiated an
    independent investigation, which was completed in the third
    quarter of Fiscal 2008. Although the Audit Committee
    investigation has been completed, the investigations being
    conducted by the SEC and the SDNY are ongoing. Dell continues to
    cooperate with the SEC and the SDNY.  In re Dell Securities Litigation In re Dell ERISA
    Litigation In re Dell
    Derivative Litigation
 14




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
      
    Copyright Levies  Proceedings against the
    IT industry in Germany seek to impose levies on equipment such
    as personal computers and multifunction devices that facilitate
    making private copies of copyrighted materials. The total levies
    due, if imposed, would be based on the number of products sold
    and the per-product amounts of the levies, which vary. Dell,
    along with other companies and various industry associations,
    are opposing these levies and instead are advocating
    compensation to rights holders through digital rights management
    systems.    
    Lucent v. Dell In February 2003, Lucent
    Technologies, Inc. filed a lawsuit against Dell in the United
    States District Court for Delaware, and the lawsuit was
    subsequently transferred to the United States District Court for
    the Southern District of California. The lawsuit alleges that
    Dell infringed 12 patents owned by Lucent and seeks monetary
    damages and injunctive relief. In April 2003, Microsoft
    Corporation filed a declaratory judgment action against Lucent
    in the United States District Court for the Southern District of
    California, asserting that Microsoft products do not infringe
    patents held by Lucent, including 10 of the 12 patents at issue
    in the lawsuit involving Dell and Microsoft. These actions were
    consolidated for discovery purposes with a previous suit that
    Lucent filed against Gateway, Inc. In September 2005, the court
    granted a summary judgment of invalidity with respect to one of
    the Lucent patents asserted against Dell. In subsequent
    decisions, the court granted summary judgment of
    non-infringement with respect to five more of the Lucent patents
    asserted against Dell. The remaining asserted patents are owned
    by two parties: Alcatel-Lucent and Multimedia Patent Trust
    (MPT). Prior to trial, Gateway settled with both
    Alcatel-Lucent and MPT. Dell settled with MPT, licensing the
    patents asserted by MPT in the lawsuit, but not with
    Alcatel-Lucent. Dell has satisfactorily resolved its indemnity
    coverage related to Microsoft products it uses or distributes
    and has determined that, in conjunction with the MPT license,
    such indemnity substantially reduces Dells exposure to the
    Alcatel-Lucent lawsuit. Trial as to those Alcatel-Lucent owned
    patents resulted in a jury verdict on April 4, 2008. The
    verdict was in Dells favor except for a $51,000 liability
    for infringement of one of the Alcatel-Lucent owned patents
    (which is subject to the Microsoft indemnity). Given the recent
    favorable court rulings and the resolution of the indemnity
    coverage related to Microsoft products, Dell reduced its
    reserves by $55 million through cost of sales in the first
    quarter of Fiscal 2009, and does not expect the outcome of this
    legal proceeding to have a material adverse effect on its
    financial condition or results of operations. In a decision
    dated May 8, 2008, the Federal Circuit Court of Appeals
    reversed the claim interpretation and remanded to the District
    Court one of the patents on which Dell had won summary judgment
    (which is also subject to the Microsoft indemnity). Separately,
    Dell filed a lawsuit against Lucent in the United States
    District Court for the Eastern District of Texas, alleging that
    Lucent infringes 15




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
  two patents owned by Dell and seeking monetary damages and
    injunctive relief. That case went to trial ending in a jury
    verdict on February 1, 2008, that the patents were valid
    but not infringed. Dell is considering its options for
    challenging the verdict and appeal.      NOTE 10 
    SEGMENT
    INFORMATION  Dell conducts operations worldwide.
   16




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
    Three Months EndedMay 2,

May 4,2008

2007(in millions)Net revenue:Americas Commercial

$
7,298


$
7,251EMEA Commercial


3,806



3,317APJ Commercial


2,024



1,707Global Consumer


2,949



2,447Net revenue

$
16,077


$
14,722Consolidated operating income:Americas Commercial

$
588


$
644EMEA Commercial


221



282APJ Commercial


131



86Global Consumer


35



18Consolidated segment operating income


975



1,030Stock-based compensation expense


(50
)


(97
)In-process research and development


(2
)


-Amortization of intangible assets


(24
)


-Consolidated operating income

$
899


$
933   NOTE 11 
    DEBT  Commercial Paper
    India
    Credit Facilities
   17




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
    Long-Term
    Debt and Interest Rate Risk Management
      Accounting for Derivative Instruments
    and Hedging Activities
   18




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (unaudited)
  non-U.S. persons
  360-day 30-day
  90-day 90-day
  NOTE 12 
    REDEEMABLE
    COMMON STOCK   19




---



##### Table of Contents



ITEM 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  SPECIAL NOTE:  This section,
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations, contains
    forward-looking statements based on our current expectations.
    Actual results in future periods may differ materially from
    those expressed or implied by those forward-looking statements
    because of a number of risks and uncertainties. For a discussion
    of risk factors affecting our business and prospects, see
    Part I  Item 1A  Risk
    Factors in our Annual Report on
    Form 10-K
    for the fiscal year ended February 1, 2008.
  All percentage amounts and ratios were calculated using
    the underlying data in thousands. Unless otherwise noted, all
    references to industry share and total industry growth data are
    for personal computers (including desktops, notebooks, and x86
    servers), and are based on preliminary information provided by
    IDC Worldwide Quarterly PC Tracker, April 25, 2008. Share
    data is for the calendar quarter and all our growth rates are on
    a fiscal year-over-year basis. Unless otherwise noted, all
    references to time periods refer to our fiscal periods.
  Overview
  Our
    Company
            
    Improving our current state We are focused on
    eliminating bureaucracy and improving competitiveness by
    enhancing our productivity and becoming more efficient while
    strengthening our operating processes and internal controls. Our
    new and experienced executive leadership team is working
    together to increase productivity and efficiency across all
    functions. 20




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##### Table of Contents




    Reigniting growth We are enabling our growth
    strategy by focusing on five key areas:  Global Consumer
  Enterprise
  Notebooks
  Small and Medium Business e-mail
  Emerging countries
    First
    Quarter Performance
  Share position



We shipped almost 11 million units, resulting in a
    worldwide PC share position of 15.7%, an increase of
    0.9 percentage points year-over-year.Net revenue



Net revenue increased 9% year-over-year to $16.1 billion,
    with unit shipments up 22% year-over-year.Operating income



Operating income was $899 million for the current quarter,
    or 5.5% of revenue, as compared to $933 million or 6.3% of
    revenue for first quarter of Fiscal 2008.Earnings per share



Earnings per share increased 12% to $0.38 for the current
    quarter compared to $0.34 for the first quarter of Fiscal 2008.  21




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##### Table of Contents



Results
    of Operations
    Three Months EndedMay 2, 2008


May 4, 2007% of





% ofDollars


Revenue


Dollars


Revenue(in millions, except per share amounts and percentages)Net revenue

$
16,077



100.0%


$
14,722



100.0%Gross margin

$
2,965



18.4%


$
2,838



19.3%Operating expenses

$
2,066



12.9%


$
1,905



13.0%Operating income

$
899



5.5%


$
933



6.3%Net income

$
784



4.9%


$
756



5.1%Earnings per share diluted

$
0.38



N/A


$
0.34



N/A   Consolidated
    Operations
        Revenues
    by Segment
   22




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##### Table of Contents



Three Months EndedMay 2, 2008


May 4, 2007% of





% ofDollars


Revenue


Dollars


Revenue(in millions, except percentages)Net revenueAmericas Commercial

$
7,298



45%


$
7,251



49%EMEA Commercial


3,806



24%



3,317



22%APJ Commercial


2,024



13%



1,707



12%Global Consumer


2,949



18%



2,447



17%Net revenue

$
16,077



100%


$
14,722



100%   
    Americas Commercial Americas
    Commercial revenue increased 1% with unit shipments up by 3%
    year-over-year for the first quarter of Fiscal 2009. Growth in
    the commercial side of Americas International, which includes
    countries in North and South America other than the United
    States, drove the majority of the increase in revenue in
    Americas Commercial. This growth was partially offset by weaker
    performance with our financial services customers and
    small-and-medium
    business customers. We anticipate continued conservative
    spending in the U.S. in the second quarter of Fiscal 2009.
    From a product perspective, the slow net revenue growth in the
    first quarter of Fiscal 2009 was due to decreases in desktop and
    mobility sales of 12% and 2%, respectively, on unit decline of
    2% and growth of 11%, respectively. This was offset by strong
    revenue growth of enhanced services and software and
    peripherals, which grew 26% and 13%, respectively, during the
    first quarter of Fiscal 2009. Growth in Americas International
    was led by Brazil Commercial, which experienced a 50%
    year-over-year increase in revenue during the first quarter of
    Fiscal 2009 as compared to Fiscal 2008.
    EMEA Commercial  During the first
    quarter of Fiscal 2009, EMEA Commercial represented 24% of our
    total consolidated net revenue as compared to 22% in the first
    quarter of Fiscal 2008. EMEA Commercial had 15% year-over-year
    net revenue growth as on unit shipment growth of 30%. The
    revenue growth was primarily a result of higher demand for
    mobility, represented by a 32% increase in revenue on a unit
    shipment increase of 59%. Growth in storage revenue also
    contributed to EMEA Commercials strong first quarter
    Fiscal 2009 performance as EMEA Commercials storage
    revenue grew 48% year-over-year. The strengthening Euro and
    British Pound against the U.S. dollar during the first
    quarter of Fiscal 2009 helped to stimulate overall demand;
    however, we generally pass on these foreign currency benefits to
    customers through lower local currency pricing of products and
    services, as we typically manage our business on a
    U.S. dollar basis. Average price per unit decreased 12%,
    which reflects the mix of products sold, slightly offset by our
    pricing strategy. 23




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##### Table of Contents




    APJ Commercial During the first
    quarter of Fiscal 2009, APJ Commercial experienced a 19%
    year-over-year increase in revenue to $2.0 billion. For the
    first quarter of Fiscal 2009, sales of mobility products and
    unit volume increased year-over-year by 36% and 46%,
    respectively. Sales of mobility products grew due to the
    continued shift in customer preference from desktops to
    notebooks. APJ Commercial also reported 10% revenue growth in
    servers and networking on unit growth of 23% primarily due to
    our focus on delivering greater value within customer data
    centers with our rack optimized server platforms, whose average
    selling prices are higher than our tower servers. From a country
    perspective, India, Indonesia, Thailand, Philippines, China, and
    Malaysia, experienced significant revenue growth during the
    first quarter of Fiscal 2009. Significant growth in India and
    China during Fiscal 2009 contributed to a revenue growth rate of
    52% and 30%, respectively, for these targeted BRIC countries.
    According to IDC data, APJ commercial grew more than three times
    the market, excluding Dell.
    Global Consumer Global Consumer
    revenue increased 20% year-over-year on unit growth of 47% for
    the first quarter of Fiscal 2009. We grew two times faster than
    the industry on a unit basis and increased our global share to
    9%. The increase in Global Consumer revenue is mainly due to
    strong mobility sales and software and peripherals growth.
    Mobility revenue increased 49% in the first quarter of Fiscal
    2009 on a unit increase of 78% as compared to the first quarter
    of Fiscal 2008, and software and peripherals grew 28% during the
    same time period. Our mobility growth in this segment can be
    partially attributed to our entrance into retail distribution
    arrangements, which began in the second half of Fiscal 2008, and
    the continued shift of consumer preference from desktops to
    laptops. Our software and peripherals growth is due to a strong
    performance in software licensing. These increases were offset
    by a 5% decrease in desktop revenue although desktop units grew
    16%.  We are continuing to invest in initiatives that will align our
    new and existing products around customers needs and wants
    in order to drive long-term, sustainable performance, and in
    Fiscal 2009, we expect to launch more new notebooks than in
    Fiscal 2008.  Revenue
    by Product and Services Categories
      Three Months EndedMay 2, 2008


May 4, 2007% of





% ofDollars


Revenue


Dollars


Revenue(in millions, except percentages)Net revenue:Desktop PCs

$
4,700



29%


$
4,942



33%Mobility


4,904



31%



4,016



27%Software & peripherals


1,653



10%



1,593



11%Servers & networking


631



4%



549



4%Services


1,448



9%



1,281



9%Storage


2,741



17%



2,341



16%Net revenue

$
16,077



100%


$
14,722



100%   
    Desktop PCs  During the first
    quarter of Fiscal 2009, revenue from desktop PCs (which includes
    desktop computer systems and workstations) decreased 5% from the
    first quarter of Fiscal 2008 on a unit increase of 9%. The
    decline was primarily due to the on-going competitive pricing
    pressure for lower priced desktops as the demand for desktops
    continues to decrease as customers preference shifts to
    mobility products. Consequently, our average selling price for
    desktops decreased 12% year-over-year during the first quarter
    of Fiscal 2009 as we aligned our prices to become more
    competitive in the marketplace. As a result of our pricing
    strategy, we were 24




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##### Table of Contents



able to gain share during the first quarter of calendar 2008 and
    outgrew the market by increasing unit sales by 8% compared to
    industry average growth of 1% during that time period. Our
    Americas Commercial and Global Consumer segments experienced
    weaker performance in the first quarter of Fiscal 2009 with a
    12% and 5% decrease, respectively, in desktop revenue
    year-over-year. The decline in revenue in Americas Commercial
    and Global Consumer was offset by a strong performance in APJ
    Commercial, where desktop sales increased 12%
    year-over-year
    during the first quarter of Fiscal 2009. We will likely see
    rising user demand for mobility products in the foreseeable
    future that will contribute to a slowing demand for desktop PCs
    as mobility growth is expected to outpace desktop growth at a
    rate of approximately six-to-one.  
    Mobility  During the first quarter
    of Fiscal 2009, revenue from mobility products grew 22% on unit
    growth of 43%, which was better than industrys
    year-over-year growth of 37% during the first quarter of
    calendar 2008. We posted strong double-digit growth across all
    segments, except for Americas Commercial, whose mobility revenue
    decreased 2% year-over-year from Fiscal 2008 first quarter
    results. We saw conservative spending in the financial services,
    small-and-medium
    business, and public sectors of our Americas Commercial
    business. For the first quarter of Fiscal 2009, mobility revenue
    in Global Consumer, APJ Commercial, and EMEA Commercial grew
    49%, 36%, and 32% year-over-year, respectively, on unit growth
    of 78%, 46%, and 59%, respectively. We remain enthusiastic about
    our product
    line-up in
    both consumer and commercial, and we will continue to capitalize
    on the growth of mobile computing within our APJ Commercial,
    EMEA Commercial, and Global Consumer segments by increasing the
    number of notebook models by over 40% throughout Fiscal 2009.
    During the quarter, we launched our ruggedized
    Latitudetm
    XFR, which is designed for reliable performance in the harshest
    environments, and we introduced the Dell 500 in emerging
    countries. As notebooks become more affordable and wireless
    products become standardized, demand for our mobility products
    continues to be strong.
    Software and Peripherals  Revenue
    from sales of software and peripherals consists of Dell-branded
    printers, monitors (not sold with systems), projectors, and a
    multitude of competitively priced third-party peripherals
    including plasma and LCD televisions, software, and other
    products. This revenue grew 17% year-over-year for the first
    quarter of Fiscal 2009 driven by strength in software licenses.
    The strong performance with software sales is primarily
    attributed to our acquisition of ASAP Software
    (ASAP), in the fourth quarter of Fiscal 2008. With
    ASAP, we now offer products from over 2,000 software publishers.
    At a segment level, Global Consumer led the revenue growth with
    a 28% year-over-year increase. APJ Commercial, EMEA Commercial,
    and Americas Commercial also experienced strong revenue growth
    of 22%, 17%, and 13%, respectively. During the quarter, we
    launched the UltraSharp 24 and 20 widescreen flat
    panel monitors, which integrate DisplayPort technology, a new
    digital interface standard. We also introduced the M209X
    Ultra-Mobile projector  one of the brightest
    projectors in the market for its size. During Fiscal 2009, we
    expect to continue to add displays, projectors, and printers to
    the shelves of several retail partners.
    Servers and Networking  Revenue
    from sales of servers and networking products grew 4%
    year-over-year for the first quarter of Fiscal 2009 on unit
    growth of 21%. Our year-over-year unit growth outpaced the
    industrys growth of 9% during the first quarter of
    calendar 2008. Our server and networking revenue grew slower
    than units due to our pricing strategy as we shift to lower
    price bands to drive growth. APJ Commercial, EMEA Commercial,
    and Americas Commercial contributed to the modest revenue
    growth, and in the first quarter, we were again ranked number
    one in the United States with a 36% share in server units
    shipped. Servers and networking remains a strategic focus area.
    We competitively price our server products to facilitate
    additional sales of storage products and higher margin enhanced
    services. Since the beginning of the year we have launched nine
    new server products, including two socket blade servers.
    Services  Services consists of a
    wide range of services including assessment, design and
    implementation, deployment, asset recovery and recycling,
    training, enterprise support, client support, and managed
    lifecycle. Services revenue increased 13% year-over-year for the
    three-month period ended May 2, 2008, to $1.4 billion
    aided by the first full quarter of our new ProSupport offerings,
    which distilled ten service offerings down to two customizable
    packages spanning our commercial product and solutions
    portfolios with flexible options for service level and proactive
    management. Americas Commercial and APJ Commercial drove the
    increase in services revenue with revenue growth of 26% and 19%,
    respectively, in the first quarter of Fiscal 2009 as compared to
    the first quarter of Fiscal 2008. EMEA Commercial contributed
    with year-over-year revenue growth of 9%. During Fiscal 2008, we
    acquired a number of service technologies and capabilities
    through 25




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##### Table of Contents



strategic acquisitions of certain companies. These capabilities
    are being used to build-out our mix of service offerings. We are
    continuing to make solid progress in services, including
    ProSupport, remote infrastructure management, and Software as a
    Service (SaaS), which are aimed at simplifying IT for our
    customers. Our deferred service revenue balance increased from
    $5.3 billion at February 1, 2008, to $5.4 billion
    at May 2, 2008 due to continued strength in services sales.  
    Storage  Revenue from sales of
    storage products increased 15% year-over-year for the first
    quarter of Fiscal 2009. Storage revenue declined 3% from our
    fourth quarter Fiscal 2008 results primarily due to an
    intentional shift in product mix with a greater focus on more
    profitable products including PowerVault and EqualLogic.
    Year-over-year storage growth was led by strength in our
    Powervault line, which posted double-digit growth, and the first
    full quarter of EqualLogic offerings. APJ Commercial, EMEA
    Commercial, and Americas Commercial regions contributed to the
    strong year-over-year revenue growth. EMEA Commercial led the
    revenue growth, with a 48% increase for the first quarter of
    Fiscal 2009.  Gross
    Margin
    Three Months EndedMay 2, 2008


May 4, 2007% of





% ofDollars


Revenue


Dollars


Revenue(in millions, except percentages)Net revenue

$
16,077



100.0%


$
14,722



100.0%Gross margin

$
2,965



18.4%


$
2,838



19.3%    26




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##### Table of Contents



Operating
    Expenses
    Three Months EndedMay 2, 2008


May 4, 2007% of





% ofDollars


Revenue


Dollars


Revenue(in millions, except percentages)Operating expenses:Selling, general, and administrative

$
1,912



11.9%


$
1,763



12.0%Research, development, and engineering


152



1.0%



142



1.0%In-process research and development


2



0.0%



-



-Operating expenses

$
2,066



12.9%


$
1,905



13.0%   
    Selling, general, and
    administrative During the first quarter
    of Fiscal 2009, selling, general, and administrative expenses
    were 11.9% of revenue as compared to 12.0% a year ago. However,
    selling, general, and administrative expense increased to
    $1.9 billion compared to $1.8 billion in the same
    period of Fiscal 2008. Other than increased expenses associated
    with higher revenue, the $149 million increase in selling,
    general, and administrative expenses from the first quarter of
    Fiscal 2008 to the first quarter of Fiscal 2009 is primarily due
    to $82 million of expenses related to headcount and
    infrastructure reductions discussed above, partially offset by
    the reversal of a Fiscal 2008 bonus accrual for
    $38 million, and reductions in costs associated with the
    U.S. Securities and Exchange Commission (SEC)
    investigation and the Audit Committees independent
    investigation. Expenses related to investigations were
    $19 million for the first quarter of Fiscal 2009 as
    compared to $46 million for the first quarter of Fiscal
    2008. The Audit Committee investigation was completed during
    Fiscal 2008; however, the SEC investigation is on-going.
    Additionally, the amortization of purchased intangibles related
    to our acquisitions totaled $12 million as compared to
    $3 million for the first quarter of Fiscal 2008. Lastly,
    stock-based compensation expense for the first quarter of Fiscal
    2009 was $43 million, a decrease of $40 million from
    the prior years expense of $83 million. The decrease
    is primarily due to lower expense from awards that fully vested
    in Fiscal 2008, as well as higher estimated forfeitures in the
    first quarter of Fiscal 2009 as compared to the first quarter of
    Fiscal 2008.
    Research, development, and
    engineering  During the first quarter of
    Fiscal 2009, research, development, and engineering expenses
    remained flat as a percentage of revenue. During first quarter
    of Fiscal 2009, research, development, and engineering expenses
    increased approximately $10 million to $152 million.
    The increase is mainly due to higher compensation costs. The
    increased compensation costs are mainly attributed to our
    Simplify IT initiative for our customers. Research
    and development is the foundation for this initiative, which is
    aimed at allowing customers to deploy IT faster, run IT at a
    lower total cost, and grow IT smarter. We manage our research,
    development, and engineering spending by targeting those
    innovations and products most valuable to our customers and by
    relying upon the capabilities of our strategic partners. We will
    continue to invest in research, development, and engineering
    activities to support our growth and to provide for new,
    competitive products. We have obtained 2,049 patents worldwide
    and have applied for 2,373 additional patents worldwide as of
    May 2, 2008.
    In-Process research and
    development  We recognized in-process
    research and development (IPR&D) charges in
    connection with acquisitions accounted for as business
    combinations, as more fully described in Note 7 of Notes to
    Condensed Consolidated Financial Statements included in
    Part I  Item 1  Financial
    Statements. During the first quarter of Fiscal 2009, we
    recorded IPR&D charges of $2 million, primarily
    related to our acquisition of Message One, Inc.   27




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##### Table of Contents



Investment
    and Other Income, net
    Three Months EndedMay 2,

May 4,2008

2007(in millions)Investment and other income, net:Investment income, primarily interest

$
55


$
116Gains (losses) on investments, net


3



4Interest expense


(12
)


(12
)CIT minority interest






(5
)Foreign exchange


90



(22
)Other


(11
)


(3
)Investment and other income, net

$
125


$
78     Income
    Taxes
      Financing
    Receivables
  Financing Receivables 
 28




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##### Table of Contents



 
      small-and-medium and/or
  Off-Balance
    Sheet Arrangements
  Asset Securitization 
  Accounting for Transfers and
    Servicing of Financial Assets and Extinguishment of
    Liabilities
   29




---



##### Table of Contents



Liquidity
    and Capital Commitments
  Liquidity
     30




---



##### Table of Contents



Form 10-K
    Three Months EndedMay 2,

May 4,2008

2007(in millions)Net cash flow provided by (used in):Operating activities

$
143


$
(99
)Investing activities


(30
)


(207
)Financing activities


387



(13
)Effect of exchange rate changes on cash and cash equivalents


9



33Net increase (decrease) in cash and cash equivalents

$
509


$
(286
)   Operating Activities
    May 2,

February 1,2008

2008Days of sales
    outstanding(a)


36



36Days of supply in
    inventory(b)


9



8Days in accounts
    payable(c)


(75
)


(80
)Cash conversion cycle


(30
)


(36
)     (a)
    
    (DSO) calculates the
    average collection period of our receivables. DSO is based on
    the ending net trade receivables and the most recent quarterly
    revenue for each period. DSO also includes the effect of product
    costs related to customer shipments not yet recognized as
    revenue that are classified in other current assets. DSO is
    calculated by adding accounts receivable, net of allowance for
    doubtful accounts, and customer shipments in transit and
    dividing that sum by average net revenue per day for the current
    quarter (90 days). At both May 2, 2008, and
    February 1, 2008, DSO and days of customer shipments not
    yet recognized were 33 and 3 days.(b)
    
    Days of supply in inventory
    (DSI) measures the average number of days from
    procurement to sale of our product. DSI is based on ending
    inventory and most recent quarterly cost of sales for each
    period. DSI is calculated by dividing inventory by average cost
    of goods sold per day for the current quarter (90 days).(c)
    
    Days in accounts payable
    (DPO) calculates the average number of days our
    payables remain outstanding before payment. DPO is based on
    ending accounts payable and most recent quarterly cost of sales
    for each period. DPO is calculated by dividing accounts payable
    by average cost of goods sold per day for the current quarter
    (90 days).   31




---



##### Table of Contents



Investing Activities
  Financing Activities
    Capital
    Commitments
  Redeemable Common Stock
  Share Repurchase Program
   32




---



##### Table of Contents



Capital Expenditures
  Restricted Cash
  Contractual
    Cash Obligations
  Purchase Obligations
  Debt
  Recently
    Issued and Adopted Accounting Pronouncements
    Fair
    Value Measurements FAS 157-1, Application of FASB Statement No. 157 to FASB
    Statement No. 13 and Other Accounting Pronouncements That
    Address Fair Value Measurements for Purposes of Lease
    Classification or Measurement under Statement 13 FAS 157-2, Effective Date of FASB Statement No. 157
  ITEM 3.
    Quantitative
    and Qualitative Disclosures About Market Risk   Form 10-K
 33




---



##### Table of Contents



Form 10-K.
  ITEM 4.
    Controls
    and Procedures  Rule 13a-14
  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
    Changes
    in Internal Control Over Financial Reporting
   34




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##### Table of Contents



PART II 
    OTHER INFORMATION  ITEM 1.
    Legal
    Proceedings    ITEM 1A.
    Risk
    Factors    Form 10-K
  ITEM 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Purchases
    of Common Stock
  Share
    Repurchase Program
    Total


ApproximateNumber of


Dollar ValueShares


of Shares thatTotal


Average


Repurchased


May Yet BeNumber


Price


as Part of


Repurchasedof


Paid


Publicly


Under theShares


per


Announced


AnnouncedPeriod

Repurchased


Share


Plans


Plan(in millions, except average price paid per share)Repurchases from February 2, 2008, through
    February 29, 2008


18


$
19.68



18


$
7,051Repurchases from March 1, 2008, through March 28, 2008


30


$
19.78



30


$
6,455Repurchases from March 29, 2008, through May 2, 2008


4


$
19.15



4


$
6,385Total


52


$
19.70



52   ITEM 6.
    Exhibits  (a) Exhibits  See
    Index to Exhibits below.
 35




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##### Table of Contents



SIGNATURE
    DELL INC
    /s/ THOMAS W. SWEETDate: June 3, 2008Thomas W. SweetVice President, Corporate Finance andChief Accounting Officer(On behalf of the registrant and as
    principal accounting officer)  36




---



##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.



Description of Exhibit3
.1



Restated Certificate of Incorporation, filed February 1,
    2006 (incorporated by reference to Exhibit 3.3 of
    Dells Current Report on
    Form 8-K
    filed on February 2, 2006, Commission File
    No. 0-17017)3
.2



Restated Bylaws, as amended and effective March 8, 2007
    (incorporated by reference to Exhibit 3.1 of Dells
    Current Report on
    Form 8-K
    filed on March 13, 2007, Commission File
    No. 0-17017)4
.1



Indenture, dated as of April 27, 1998, between Dell
    Computer Corporation and Chase Bank of Texas, National
    Association (incorporated by reference to Exhibit 99.2 of
    Dells Current Report on
    Form 8-K
    filed April 28, 1998, Commission File
    No. 0-17017)4
.2



Officers Certificate pursuant to Section 301 of the
    Indenture establishing the terms of Dells
    6.55% Senior Notes Due 2008 (incorporated by reference to
    Exhibit 99.3 of Dells Current Report on
    Form 8-K
    filed April 28, 1998, Commission File
    No. 0-17017)4
.3



Officers Certificate pursuant to Section 301 of the
    Indenture establishing the terms of Dells
    7.10% Senior Debentures Due 2028 (incorporated by reference
    to Exhibit 99.4 of Dells Current Report on
    Form 8-K
    filed April 28, 1998, Commission File
    No. 0-17017)4
.4



Form of Dells 6.55% Senior Notes Due 2008
    (incorporated by reference to Exhibit 99.5 of Dells
    Current Report on
    Form 8-K
    filed April 28, 1998, Commission File
    No. 0-17017)4
.5



Form of Dells 7.10% Senior Debentures Due 2028
    (incorporated by reference to Exhibit 99.6 of Dells
    Current Report on
    Form 8-K
    filed April 28, 1998, Commission File
    No. 0-17017)4
.6



Indenture, dated as of April 17, 2008, between Dell Inc.
    and The Bank of New York Trust Company, N.A., as trustee
    (including the form of notes) (incorporated by reference to
    Exhibit 4.1 of Dells Current Report on
    Form 8-K
    filed April 17, 2008, Commission File
    No. 0-17017)4
.7



Exchange and Registration Rights Agreement, dated as of
    April 17, 2008, among Dell Inc. and Barclays Capital Inc.,
    Goldman, Sachs & Co. and J.P. Morgan Securities
    Inc., as representatives of the several purchasers named therein
    (incorporated by reference to Exhibit 4.2 of Dells
    Current Report on
    Form 8-K
    filed April 17, 2008, Commission File
    No. 0-17017)31
.1



Certification of Michael S. Dell, President and Chief Executive
    Officer, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as adopted pursuant
    to Section 302 of the Sarbanes-Oxley Act of 200231
.2



Certification of Donald J. Carty, Vice Chairman and Chief
    Financial Officer, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as adopted pursuant
    to Section 302 of the Sarbanes-Oxley Act of 200232
.1



Certifications of Michael S. Dell, Chairman and Chief Executive
    Officer, and Donald J. Carty, Vice Chairman and Chief Financial
    Officer, pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002     *
    
    Identifies an Exhibit that consists of or includes a management
    contract or compensatory plan or arrangement.
    
    Filed herewith.
    
    Furnished herewith. 37