##### Table of Contents



UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
  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 4, 2007oro

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.
   Delaware

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

(I.R.S. Employer Identification No.)   One Dell Way,
 Round Rock, Texas 78682
   (512) 338-4400
    o þ
  non-accelerated Rule 12b-2
 Large accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o  Rule 12b-2 o þ




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##### 



INDEX
  PagePart I  FINANCIAL
    INFORMATIONItem 1.


Financial StatementsCondensed Consolidated Statements of Financial
    Position at May 4, 2007 (unaudited) and February 2,
    2007


1Condensed Consolidated Statements of Income for
    the three month periods ended May 4, 2007 (unaudited) and
    May 5, 2006 (unaudited and restated)


2Condensed Consolidated Statements of Cash Flows
    for the three month periods ended May 4, 2007 (unaudited)
    and May 5, 2006 (unaudited and restated)


3Notes to Condensed Consolidated Financial
    Statements (unaudited)


4Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


21Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


31Item 4.


Controls and Procedures


31Part II  OTHER
    INFORMATIONItem 1.


Legal Proceedings


35Item 1A.


Risk Factors


35Item 2.


Unregistered Sales of Equity Securities and
    Use of Proceeds


36Item 6.


Exhibits


36Form of Performance Based Stock Unit AgreementForm of Nonstatutory Stock Option AgreementForm of Restricted Stock Unit AgreementForm of Restricted Stock AgreementForm of Restricted Stock Unit AgreementForm of Nonstatutory Stock Option AgreementCertification of Chairman and CEO Pursuant to Section 302Certification of Vice Chairman and CFO Pursuant to Section 302Certifications Pursuant to Section 906      Special Note
  Form 10-Q/A Form 10-K




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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 4,


February 2,2007


2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
9,260


$
9,546Short-term investments


919



752Accounts receivable, net


4,740



4,622Financing receivables, net


1,503



1,530Inventories


764



660Other


2,585



2,829Total current assets


19,771



19,939Property, plant, and equipment, net


2,452



2,409Investments


2,058



2,147Long-term financing receivables, net


349



323Other non-current assets


914



817Total assets

$
25,544


$
25,635LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term borrowings

$
334


$
188Accounts payable


9,670



10,430Accrued and other


5,680



7,173Total current liabilities


15,684



17,791Long-term debt


381



569Other non-current liabilities


4,289



2,836Total liabilities


20,354



21,196Commitments and contingencies (Note 8)Redeemable common stock and capital in excess of $.01 par
    value; shares issued and outstanding: 5 and 5, respectively
    (Note 12)


119



111Stockholders 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: 3,312 and 3,307,
    respectively; shares outstanding: 2,231 and 2,226, respectively


10,216



10,107Treasury stock at cost: 606 and 606 shares, respectively


(21,033
)


(21,033
)Retained earnings


16,008



15,282Accumulated other comprehensive loss


(120
)


(28
)Total stockholders equity


5,071



4,328Total liabilities and equity

$
25,544


$
25,635    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 4,


May 5,2007


2006AsRestatedNet revenue

$
14,722


$
14,320Cost of net revenue


11,884



11,812Gross margin


2,838



2,508Operating expenses:Selling, general, and administrative


1,763



1,414Research, development, and engineering


142



129Total operating expenses


1,905



1,543Operating income


933



965Investment and other income, net


78



54Income before income taxes


1,011



1,019Income tax provision


255



243Net income

$
756


$
776Earnings per common share:Basic

$
0.34


$
0.34Diluted

$
0.34


$
0.33Weighted-average shares outstanding:Basic


2,234



2,297Diluted


2,254



2,318    2




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DELL INC.
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in millions,
    unaudited)
  Three Months
    EndedMay 4,


May 5,2007


2006AsRestatedCash flows from operating activities:Net income

$
756


$
776Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


132



106Stock-based compensation


97



113Excess tax benefits from stock-based compensation


(12
)


(32
)Effects of exchange rate changes on monetary assets and
    liabilities denominated in foreign currencies


22



14Other


31



25Changes in:Operating working capital


(2,154
)


(36
)Non-current assets and liabilities


1,029



58Net cash (used in) provided by operating activities


(99
)


1,024Cash flows from investing activities:Investments:Purchases


(1,104
)


(3,070
)Maturities and sales


1,068



3,548Capital expenditures


(171
)


(187
)Net cash (used in) provided by investing activities


(207
)


291Cash flows from financing activities:Repurchase of common stock






(1,691
)Issuance of common stock under benefit plans


21



138Excess tax benefits from stock-based compensation


12



32Issuance of commercial paper, net


(40
)


Other


(6
)


(13
)Net cash used in financing activities


(13
)


(1,534
)Effect of exchange rate changes on cash and cash equivalents


33



54Net decrease in cash and cash equivalents


(286
)


(165
)Cash and cash equivalents at beginning of period


9,546



7,054Cash and cash equivalents at end of period

$
9,260


$
6,889    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
      Form 10-K Form 10-Q/A
  Recently Issued Accounting Pronouncements Accounting for
    Certain Hybrid Instruments Accounting
    for Derivative Instruments and Hedging Activities Accounting for Transfers and Servicing of Financial Assets
    and Extinguishments of Liabilities a
    replacement of FASB Statement No. 125
 4




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
  Accounting for Servicing of Financial Assets  an
    amendment of FASB Statement No. 140
  No. 06-3, Disclosure Requirements for Taxes Assessed by a Governmental
    Authority on Revenue-Producing Transactions (EITF 06-3). Disclosure of Accounting Policies
  Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
 5




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
  Reclassifications
  NOTE 2 
    Inventories  May 4,


February 2,2007


2007(in
    millions)Inventories:Production materials

$
432


$
361Work-in-process


60



61Finished goods


272



238Inventories

$
764


$
660   NOTE 3 
    Earnings Per
    Common Share      Three Months
    EndedMay 4,


May 5,2007


2006AsRestated(in millions,
    except per share amounts)Numerator:Net income

$
756


$
776Denominator:Weighted-average shares outstanding:Basic


2,234



2,297Effect of dilutive options, restricted stock units, restricted
    stock, and other


20



21Diluted


2,254



2,318Earnings per common share:Basic

$
0.34


$
0.34Diluted

$
0.34


$
0.33  6




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
  NOTE 4 
    Comprehensive
    Income      Three Months
    EndedMay 4,


May 5,2007


2006AsRestated(in
    millions)Comprehensive income:Net income

$
756


$
776Unrealized losses on foreign currency hedging instruments, net


(82
)


(108
)Unrealized gains (losses) on marketable securities, net


12



(15
)Valuation of retained interests in securitized
    assets(a)


(23
)


2Foreign currency translation adjustments


1



(4
)Comprehensive income

$
664


$
651     (a)
    
    In the first quarter of Fiscal 2008
    Dell adopted SFAS 155 and, as a result, all gains and
    losses are recognized in the Statement of Income immediately and
    are no longer included in accumulated other comprehensive
    income. The impact to the first quarter of Fiscal 2008 is to
    recognize the unrealized amount as of February 2, 2007 as
    an adjustment to retained earnings at that date.  NOTE 5 
    Benefit
    Plans  Description of
    the Plans
  Employee Stock Purchase Plan 
  Employee Stock Plans 
  
    The Dell Computer Corporation 1989 Stock Option Plan (the
    1989 Option Plan)
    The Dell Computer Corporation Incentive Plan (the 1994
    Incentive Plan)
    The Dell Computer Corporation 1998 Broad-Based Stock Option Plan
    (the 1998 Broad-Based Plan)
    The Dell Computer Corporation 2002 Long-Term Incentive Plan (the
    2002 Incentive Plan)   7




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
    Stock-Based Compensation  Share-Based Payment Accounting for Stock-Based Compensation
  Temporary Suspension of Option Exercises, Vesting of
    Restricted Stock Units, and ESPP Purchases  Form 10-K
  Form 10-K
 8




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
  General
    Information
  Expense
    Information under SFAS 123(R)
    Three Months
    EndedMay 4,


May 5,2007


2006AsRestated(in
    millions)Stock-based compensation expense:Cost of net revenue

$
14


$
18Operating expenses


83



95Stock-based compensation expense before taxes


97



113Income tax benefit


(27
)


(34
)Stock-based compensation expense

$
70


$
79     Valuation
    Information
      Three Months
    EndedMay 4,


May 5,2007


2006Expected term


3.5 years



3.8 yearsRisk-free interest rate (U.S. Government Treasury Note)


4.6
%


4.8
%Volatility


25
%


25
%Dividends


0
%


0
%  9




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
  Stock Option Activity
  Weighted-Weighted-


AverageNumber


Average


Remaining


Aggregateof


Exercise


Contractual


IntrinsicOptions


Price


Term


Value(in
    millions)


(per
    share)


(in
    years)


(in
    millions)Options outstanding  February 2, 2007


314


$
32.16Granted


8



23.12Exercised (prior to April 4, suspension date)


(2
)


9.63Forfeited


(2
)


27.06Cancelled/expired


(5
)


36.38Options outstanding  May 4, 2007


313


$
32.06Vested and expected to vest (net of estimated
    forfeitures)  May 4,
    2007(a)


308


$
32.15



5.1


$
253Exercisable  May 4,
    2007(a)


287


$
32.65



4.9


$
226     (a)
    
    For options vested and expected to
    vest and options exercisable, the aggregate intrinsic value in
    the table above represents the total pre-tax intrinsic value
    (the difference between Dells closing stock price on
    May 4, 2007 and the exercise price, multiplied by the
    number of in-the-money options) that would have been received by
    the option holders had the holders exercised their options on
    May 4, 2007. The intrinsic value changes based on changes
    in the fair market value of Dells common stock.    Three Months
    EndedMay 4,

May 5,2007

2006(in millions,
    except per option data)Weighted-average grant date fair value of stock options granted
    per option

$
5.98


$
7.62Total intrinsic value of options
    exercised(a)

$
27


$
53     (a)
    
    The total intrinsic value of
    options exercised represents the total pre-tax intrinsic value
    (the difference between the stock price at exercise and the
    exercise price, multiplied by the number of options exercised)
    that was received by the option holders who exercised their
    options during the three month periods ended May 4, 2007
    and May 5, 2006.   10




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DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
  Non-vested Restricted Stock Activity
  Weighted-Number


Averageof


Grant DateShares


Fair
    Value(in
    millions)Non-vested restricted stock  February 2, 2007


17


$
28.76Granted


22



22.44Vested


(2
)


29.40Forfeited


(1
)


27.25Non-vested restricted stock  May 4, 2007


36



24.88     NOTE 6 
    Financial
    Services  Joint Venture
    Agreement
           11




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
  Financing
    Receivables
    May 4,


February 2,2007


2007(in
    millions)Financing receivables, net:Customer receivables:Revolving loans, net

$
784


$
771Leases and loans, net


609



627Customer receivables, net


1,393



1,398Residual interests


295



296Retained interest


164



159Financing receivables, net

$
1,852


$
1,853Short-term

$
1,503


$
1,530Long-term


349



323Financing receivables, net

$
1,852


$
1,853     
    Customer receivables are presented net of an allowance for
    uncollectible accounts. The allowance is based on factors
    including historical trends and the composition and credit
    quality of the customer receivables. The composition and credit
    quality varies from investment grade commercial customers to
    subprime consumers. Customer receivables are charged to the
    allowance at the earlier of when an account is deemed to be
    uncollectible or when the account is 180 days delinquent.
    Recoveries on customer receivables previously charged off as
    uncollectible are adjusted to the allowance for uncollectible
    accounts. The following is a description of the components of
    financing 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.
    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
    18 months and have an average original term of
    approximately 13 months. Revolving loans bear interest at a
    variable annual percentage rate that is tied to the prime rate.-
    Leases with business customers generally have fixed terms of two
    to three years. Future maturities of minimum lease payments at
    May 4, 2007 are as follows: 2008: $67 million; 2009:
    $55 million; 2010: $25 million; 2011: $3 million;
    and 2012: $1 million. Fixed-term loans are also offered to
    qualified small businesses for the purchase of products sold by
    Dell.  
    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. 12




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
  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 finance
    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. Any resulting losses representing the excess of carrying
    value over estimated fair value that are other-than-temporary
    are recorded in earnings. Upon the adoption of SFAS 155 in
    the first quarter of Fiscal 2008, Dell began recording
    unrealized gains or losses in its Condensed Consolidated
    Statements of Income.  Asset
    Securitization
        NOTE 7 
    Warranty
    Liability and Related Deferred Revenue   13




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
    Three MonthsEndedMay 4,


May 52007


2006AsRestated(in
    millions)Deferred revenue:Deferred revenue at beginning of period

$
4,221


$
3,707Revenue deferred for new extended warranty and service contracts
    sold(a)


824



759Revenue
    recognized(a)


(637
)


(559
)Deferred revenue at end of period

$
4,408


$
3,907Current portion

$
2,033


$
1,988Non-current portion


2,375



1,919Deferred revenue at end of period

$
4,408


$
3,907   Three Months
    EndedMay 4,


May 5,2007


2006AsRestated(in
    millions)Warranty liability:Warranty liability at beginning of period

$
958


$
951Costs accrued for new warranty contracts and changes in
    estimates for
    pre-existing
    warranties(b)


252



245Service obligations
    honored(a)


(321
)


(287
)Warranty liability at end of period

$
889


$
909Current portion

$
638


$
634Non-current portion


251



275Warranty liability at end of period

$
889


$
909     (a)
    
    Prior period amounts have been
    changed to reflect the current year presentation of service
    obligations honored. There is no impact to the Condensed
    Consolidated Statements of Financial Position or Condensed
    Consolidated Statements of Income as a result of this change.(b)
    
    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.   14




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
  NOTE 8 
    Commitments and
    Contingencies  DFS Purchase Commitment
  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 recently completed.
    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 Inc. Securities Litigation, In re Dell Inc. ERISA Litigation, In
    re Dell Inc. Derivative Litigation,
 15




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
  Baltimore County Employees Retirement System v.
    Dell Inc.,
  
    Copyright Levies Proceedings against the IT
    industry in Germany seek to impose levies on equipment, such as
    personal computers, multifunction devices, and printers 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 addition, in
    decisions made through May 2007, the court granted summary
    judgment of non-infringement with respect to five more of the
    Lucent patents asserted against Dell. The court has ordered
    invalidity briefing with regard to other patents at issue in
    view of the April 30, 2007, U.S. Supreme Court
    decision in KSR v. Teleflex. Fact and expert
    discovery has closed, and the three actions have been
    consolidated. Trial is scheduled to begin in February 2008. Dell
    is defending these claims vigorously. Separately, Dell has filed
    a lawsuit against Lucent in the United States District Court for
    the Eastern District of Texas, alleging that Lucent infringes
    two patents owned by Dell and seeking monetary damages and
    injunctive relief. That litigation is pending and discovery is
    proceeding. 16




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
   
    Sales Tax Claims Several state and local
    taxing jurisdictions have asserted claims against Dell Catalog
    Sales L.P. (DCSLP), an indirect wholly-owned
    subsidiary of Dell, alleging that DCSLP had an obligation to
    collect tax on sales made into those jurisdictions because of
    its alleged nexus, or physical presence, in those jurisdictions.
    During the first and second quarter of Fiscal 2008, Dell settled
    suits filed by the State of Louisiana and the Secretary of the
    Louisiana Department of Revenue and Taxation in the
    19th Judicial District Court of the State of Louisiana, and
    by two Louisiana parishes, Orleans Parish and Jefferson Parish,
    in the State of Louisiana 24th Judicial District Court.
    Dell also settled similar claims made by a number of other
    Louisiana parishes and by the State of Massachusetts. These
    settlement amounts did not have a material adverse effect on
    Dells financial condition, results of operations, or cash
    flows. While there are ongoing claims by certain other state and
    local taxing authorities, DCSLP disputes the allegation that it
    had nexus in any of these other jurisdictions during the periods
    in issue, and is defending the claims vigorously. Dell does not
    expect that the outcome of these other claims, individually or
    collectively, will have a material adverse effect on its
    financial condition, results of operations, or cash flows.
    Income Tax Dell is currently under audit in
    various jurisdictions, including the United States. The tax
    periods open to examination by the major taxing jurisdictions to
    which Dell is subject include Fiscal 1999 through Fiscal 2007.
    Dell does not anticipate a significant change to the total
    amount of unrecognized benefits within the next 12 months.    NOTE 9 
    Segment
    Information   17




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
    Three Months
    EndedMay 4,


May 5,2007


2006AsRestated(in
    millions)Net revenue:Americas:Business

$
7,512


$
7,110U.S. Consumer


1,435



1,911Americas


8,947



9,021EMEA


3,765



3,402APJ


2,010



1,897Net revenue

$
14,722


$
14,320Consolidated operating income:Americas:Business

$
651


$
673U.S. Consumer


11



53Americas


662



726EMEA


278



197APJ


90



155Consolidated segment operating income


1,030



1,078Stock-based compensation expense


(97
)


(113
)Consolidated operating income

$
933


$
965   NOTE 10 
    Debt  Commercial
    Paper
     18




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
    DFS Credit
    Facilities
    Long-Term Debt
    and Interest Rate Risk Management
         19




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##### Table of Contents



DELL INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (unaudited)
  NOTE 11 
    Income
    Taxes        NOTE 12 
    Redeemable Common
    Stock    NOTE 13 
    Subsequent
    Events     20




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##### 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 2, 2007.
  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 information provided by IDC Worldwide
    Quarterly PC Tracker, September 2007. 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.
   Special Note
  Form 10-Q/A Form 10-K
   Overview
  Our
    Company
      tm
 21




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##### Table of Contents



tm
    Current Business
    Environment
    First Quarter
    Performance
  Share position



We shipped approximately 9 million units, resulting in a
    worldwide PC share position of 15.1%, a decline of
    3 percentage points year-over-year.Net revenue



Revenue increased 3% year-over-year to $14.7 billion, with
    unit shipments down 9% year-over-year.Operating income



Operating income was $933 million for the quarter, or 6.3%
    of revenue, as compared to $965 million or 6.7% of revenue
    for first quarter Fiscal 2007.Earnings per share



Earnings per share increased 3% to $0.34 for the current quarter
    compared to $0.33 for the first quarter of Fiscal 2007.   Results of
    Operations
    Three Months
    EndedMay 4,
    2007


May 5,
    2006Dollars


% of
    Revenue


Dollars


% of
    RevenueAs


AsRestated


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

$
14,722



100.0
%

$
14,320



100.0
%Gross margin

$
2,838



19.3
%

$
2,508



17.5
%Operating expenses

$
1,905



13.0
%

$
1,543



10.8
%Operating income

$
933



6.3
%

$
965



6.7
%Net income

$
756



5.1
%

$
776



5.4
%Earnings per share diluted

$
0.34



N/A


$
0.33



N/A  22




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##### Table of Contents



Consolidated
    Revenue
    Revenues by
    Segment
      Three Months
    EndedMay 4,
    2007


May 5,
    2006Dollars


% of
    Revenue


Dollars


% of
    RevenueAs


AsRestated


Restated(in millions,
    except percentages)Net revenueAmericas:Business

$
7,512



51.0
%

$
7,110



49.7
%U.S. Consumer


1,435



9.8
%


1,911



13.3
%Americas


8,947



60.8
%


9,021



63.0
%EMEA


3,765



25.6
%


3,402



23.8
%APJ


2,010



13.6
%


1,897



13.2
%Net revenue

$
14,722



100.0
%

$
14,320



100.0
%   
    Americas Americas revenues decreased
    by 1% on unit decline of 13% for the first quarter of Fiscal
    2008 as compared to the first quarter of Fiscal 2007. In the
    first quarter of Fiscal 2008, 6% growth in our Americas Business
    segment was offset by a 25% decrease in our U.S. Consumer
    segment. We experienced average selling prices that were 14%
    higher than the prior year period. Strong growth in servers and
    networking, storage sales, and software and peripherals was
    offset by a decline in desktops and mobility sales. Americas
    International produced strong revenue growth of 12%
    year-over-year for the first quarter of Fiscal 2008.  -
    Business Our U.S. business
    revenue increased 6% year-over-year in the first quarter of
    Fiscal 2008 on flat unit sales. Public and small and medium
    business growth and Americas International, which includes
    countries in the North and South America other than the United
    States, drove the majority of the increase in revenue in the
    Americas. Flat desktop PCs revenue was offset by increases in
    mobility, servers and networking, and storage revenues at 10%,
    12%, and 10%, respectively. 23




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##### Table of Contents



-
    Consumer U.S. Consumer revenue
    declined 25% year-over-year in the first quarter of Fiscal 2008.
    The significant decline in U.S. Consumer revenue is due to
    a continuing decline in desktop revenue and overall competitive
    pressure. Desktop revenue declined 33% for the first quarter of
    Fiscal 2008 on a unit decline of 55% as compared to the same
    period in the prior year. Mobility revenue also declined 28% for
    the first quarter of Fiscal 2008 on unit decline of 40%, while
    industry-wide consumer mobility sales grew 22% in the U.S.  
    EMEAEMEA revenue grew 11% on
    unit decline of 6% for the first quarter of Fiscal 2008 due to
    higher average selling prices which increased 17% due to changes
    in product mix. Year-over-year revenue growth was led by France
    and Germany, while Austria and Greece produced significant
    year-over-year growth at rates well above the overall region for
    the first quarter of Fiscal 2008. The overall unit decline in
    EMEA was mainly due to a 15% decrease in desktop shipments
    during the first quarter of Fiscal 2008 as compared to the same
    period in Fiscal 2007. This shipment decline led to a 6%
    reduction in desktop revenue. Revenue growth was driven
    primarily by increases in mobility products, servers,
    networking, and enhanced services.
    APJAPJ revenue grew 6% on unit
    decline of 1% for the first quarter of Fiscal 2008. China had
    revenue growth of 8%, and revenue in Australia-New Zealand grew
    14%. Malaysia, Taiwan, and India produced significant
    year-over-year growth at rates well above the overall region for
    the first quarter of Fiscal 2008. Excluding Japan, the APJ
    region experienced a 14% increase in revenue, year-over-year.
    During the same time period, Japans revenue decreased 7%
    due to significant competitive pressure. Mobility, servers and
    networking, storage, and software and peripherals experienced
    strong revenue growth for the three-month period ended
    May 4, 2007. Enhanced services revenue declined for the
    quarter.  Revenue by
    Product and Services Categories
      Three Months
    EndedMay 4,
    2007


May 5,
    2006Dollars


% of
    Revenue


Dollars


% of
    RevenueAs


AsRestated


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

$
4,942



33
%

$
5,291



37
%Mobility


4,016



27
%


3,781



26
%Software & peripherals


2,341



16
%


2,182



15
%Servers & networking


1,593



11
%


1,351



10
%Enhanced services


1,281



9
%


1,225



9
%Storage


549



4
%


490



3
%Net revenue

$
14,722



100
%

$
14,320



100
%   
    Desktop PCs Revenue from sales of
    desktop PCs consists of Dell
    XPStm,
    Dell
    OptiPlextm,
    Dell
    Dimensiontm,
    Alienware
    Auroratm,
    Alienware
    Area-51®,
    and Alienware
    ALXtm
    desktop computer systems and Dell
    Precisiontm
    and Alienware
    MJ-12®
    desktop workstations. During the second quarter of Fiscal 2008,
    we began selling our new
    Vostrotm
    desktops, specifically designed to meet the needs of small
    business customers. Revenue from desktop PCs decreased 7%
    year-over-year during the first quarter of Fiscal 2008 on unit
    decline of 15%, driven by our U.S. Consumer segment, whose
    revenue was down 24




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##### Table of Contents



33% year-over-year. Business and consumer demand continues to
    shift toward mobility products as notebook computers
    capabilities increase and they become more affordable.  
    Mobility Revenue from mobility
    products consists of Dell
    XPStm,
    Dell
    Latitudetm,
    Dell
    Inspirontm
    and Alienware
    Auroratm,
    Alienware
    Area-51®,
    Alienware
    Sentiatm,
    Alienware
    ALXtm
    notebook computer systems, Dell
    Precisiontm
    and Alienware
    MJ-12®
    mobile workstations, MP3 players, and Dell
    Aximtm
    handhelds. During the second quarter of Fiscal 2008 we began
    selling our new
    Vostrotm
    notebooks, specifically designed to meet the needs of small
    business customers. For the first quarter of Fiscal 2008,
    revenue from mobility grew 6% year-over-year, while unit growth
    remained flat. For the first quarter, mobility revenue in EMEA,
    APJ, and Americas Business grew 16%, 16%, and 10%, respectively,
    on unit growth of 8%, 10%, and 10%, respectively. Mobility
    revenue growth was offset by a 28% and a 40% decline in
    U.S. Consumer revenue and units, respectively. We continue
    to capitalize on the growth of mobile computing outside of the
    Americas with notebooks producing strong revenue and unit
    growth. As notebooks become more affordable and wireless
    products become standardized, demand for our mobility products
    continues to grow rapidly.
    Software and Peripherals Revenue from
    sales of software and peripherals consists of Dell-branded
    printers, monitors (not sold with systems), plasma and LCD
    televisions, projectors, and a multitude of competitively priced
    third-party peripherals including plasma and LCD televisions,
    software, and other products. Software and peripherals revenue
    grew 7% year-over-year for the first quarter of Fiscal 2008. We
    experienced significant growth in digital displays, as well as
    imaging and printing products.
    Servers and Networking Revenue from
    sales of servers and networking products, consisting of our
    standards-based
    PowerEdgetm
    line of servers and
    PowerConnecttm
    networking products, grew 18% year-over-year for the first
    quarter of Fiscal 2008 while unit growth remained flat. Americas
    and EMEA drove this growth with a 12% and 30% increase in
    servers and networking revenue, respectively. APJ also
    experienced strong revenue growth of 20% despite a 13% decrease
    in units. 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.
    Enhanced Services Enhanced 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. Enhanced services revenue increased 5%
    year-over-year for the three-month period ended May 4, 2007
    to $1.3 billion. For the first quarter of Fiscal 2008,
    enhanced services revenue increased 33% in EMEA and was
    relatively flat in the Americas, while enhanced services revenue
    decreased 19% in APJ.
    Storage Revenue from sales of storage
    products, consisting of a comprehensive portfolio of storage
    solutions with services, including Dell | EMC and
    Dell
    PowerVaulttm
    storage devices, increased 12% year-over-year for the first
    quarter of Fiscal 2008. EMEA led this year-over-year storage
    revenue growth with a 19% increase in revenue, followed by APJ
    with an 11% revenue increase and Americas with a 10% revenue
    increase.  Gross
    Margin
    Three Months
    EndedMay 4,
    2007


May 5,
    2006Dollars


% of
    Revenue


Dollars


% of
    RevenueAs


AsRestated


Restated(in millions,
    except percentages)Net revenue

$
14,722



100.0
%

$
14,320



100.0
%Gross margin

$
2,838



19.3
%

$
2,508



17.5
%  25




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##### Table of Contents



Operating
    Expenses
    Three Months
    EndedMay 4,
    2007


May 5,
    2006Dollars


% of
    Revenue


Dollars


% of
    RevenueAs


AsRestated


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

$
1,763



12.0
%

$
1,414



9.9
%Research, development, and engineering


142



1.0
%


129



0.9
%Operating expenses

$
1,905



13.0
%

$
1,543



10.8
%   
    Selling, general, and
    administrative  During the first
    quarter of Fiscal 2008, selling, general, and administrative
    expenses increased 25% to $1.8 billion compared to
    $1.4 billion in the same period of Fiscal 2007. Costs
    primarily related to headcount growth and costs associated with
    the U.S. Securities and Exchange Commission
    (SEC) and internal investigations drove the increase
    in the first quarter of Fiscal 2008. Expenses related to SEC and
    internal investigations were $46 million for the
    three-month period ending May 4, 2007.
    Research, development, and
    engineering  During the first quarter
    of Fiscal 2008, research, development, and engineering expenses
    increased 10% to $142 million compared to $129 million
    in the same period of Fiscal 2007. The increase is mainly due to
    higher compensation costs, which increased 15% year-over-year to
    $114 million. 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 26




---



##### Table of Contents



engineering activities to support our growth and to provide for
    new, competitive products. We have obtained 1,792 patents
    worldwide and have applied for 1,901 additional patents
    worldwide as of May 4, 2007.  Stock-based
    Compensation
  Form 10-K
  Form 10-K
  Investment and
    Other Income, net
    Income
    Taxes
  Accounting
    for Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109
  Off-Balance Sheet
    Arrangements
  Asset Securitization  Accounting for Transfers and
    Servicing of Financial Assets and Extinguishment of Liabilities
    (SFAS 140).
   27




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##### Table of Contents



Liquidity and
    Capital Commitments
  Liquidity
     28




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##### Table of Contents



Three Months
    EndedMay 4,


May 5,2007


2006AsRestated(in
    millions)Net cash flow provided by (used in):Operating activities

$
(99
)

$
1,024Investing activities


(207
)


291Financing activities


(13
)


(1,534
)Effect of exchange rate changes on cash and cash equivalents


33



54Net decrease in cash and cash equivalents

$
(286
)

$
(165
)   Operating Activities
    May 4,


February 2,2007


2007Days of sales
    outstanding(a)


31



31Days of supply in inventory


6



5Days in accounts payable


(73
)


(78
)Cash conversion cycle


(36
)


(42
)     (a)
    
    Days of sales outstanding
    (DSO) is based on the ending net trade receivables
    and most recent quarterly revenue for each period. DSO includes
    the effect of product costs related to customer shipments not
    yet recognized as revenue that are classified in other current
    assets. At May 4, 2007 and February 2, 2007, DSO and
    days of customer shipments not yet recognized were 29 and
    2 days, and 28 and 3 days, respectively.  five-day one-day
    Investing Activities
 29




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##### Table of Contents



Financing Activities
  
  Capital
    Commitments
  Redeemable Common Stock and Other Rescissionary
    Rights 
  Share Repurchase Program
   30




---



##### Table of Contents



Capital Expenditures
  DFS Purchase Commitment  
  Restricted Cash
  Recently Issued
    Accounting Pronouncements
   
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   Form 10-K Form 10-K.
  ITEM 4.
    CONTROLS
    AND PROCEDURES  Rule 13a-14
  Background
    Form 10-K
 31




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##### Table of Contents




    Control environment We did not maintain an
    effective control environment. Specifically:  -
    We did not maintain a tone and control consciousness that
    consistently emphasized strict adherence to GAAP. This control
    deficiency resulted in an environment in which accounting
    adjustments were viewed at times as an acceptable device to
    compensate for operational shortfalls, which in certain
    instances led to inappropriate accounting decisions and entries
    that appear to have been largely motivated to achieve desired
    accounting results and, in some instances, involved management
    override of controls. In a number of instances, information
    critical to an effective review of transactions and accounting
    entries was not disclosed to internal and external auditors.-
    We did not maintain a sufficient complement of personnel with an
    appropriate level of accounting knowledge, experience, and
    training in the application of GAAP commensurate with our
    financial reporting requirements and business environment.    
    Period-end financial reporting process We did
    not maintain effective controls over the period-end reporting
    process, including controls with respect to the review,
    supervision, and monitoring of accounting operations.
    Specifically:  -
    Journal entries, both recurring and nonrecurring, were not
    always accompanied by sufficient supporting documentation and
    were not always adequately reviewed and approved for validity,
    completeness, and accuracy;-
    Account reconciliations over balance sheet accounts were not
    always properly and timely performed, and the reconciliations
    and their supporting documentation were not consistently
    reviewed for completeness, accuracy, and timely resolution of
    reconciling items; and-
    We did not design and maintain effective controls to ensure the
    completeness, accuracy and timeliness of the recording of
    accrued liabilities, reserves, and operating expenses, primarily
    related to our accrued warranty obligations, goods and services
    received but not invoiced, customer rebates, and nonproduction
    operating expenses.      
    Our new leadership team, together with other senior executives,
    is committed to achieving and maintaining a strong control
    environment, high ethical standards, and financial reporting
    integrity. This 32




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##### Table of Contents



commitment will be communicated to and reinforced with every
    Dell employee and to external stakeholders. This commitment is
    accompanied by a renewed management focus on decision-making and
    processes that are intended to achieve maximum shareholder value
    over the long-term and a decreased focus on short-term,
    quarter-by-quarter
    operating results.  
    As a result of the initiatives already underway to address the
    control deficiencies described above, we have effected personnel
    changes in our accounting and financial reporting functions.
    Consequently, many of the employees involved in the accounting
    processes in which errors and irregularities were made are no
    longer involved in the accounting or financial reporting
    function. In addition, we have taken, or will take, appropriate
    remedial actions with respect to certain employees, including
    terminations, reassignments, reprimands, increased supervision,
    training, and imposition of financial penalties in the form of
    compensation adjustments.
    We are in the process of reorganizing the Finance Department,
    segregating accounting and financial reporting responsibility
    from planning and forecasting responsibility, with a renewed
    commitment to accounting and financial reporting integrity. We
    have appointed a new Chief Accounting Officer and have
    strengthened that position, making it directly responsible for
    all accounting and financial reporting functions worldwide. In
    addition, we are implementing personnel resource plans, and
    training and retention programs, that are designed to ensure
    that we have sufficient personnel with knowledge, experience,
    and training in the application of GAAP commensurate with our
    financial reporting requirements.
    We will continue our efforts to establish or modify specific
    processes and controls to provide reasonable assurance with
    respect to the accuracy and integrity of accounting entries and
    the appropriate documentation, review and approval of those
    entries. These efforts include:  -
    Centralization of the development, oversight, and monitoring of
    accounting policies and standardized processes in all critical
    accounting areas, including areas involving management judgment
    and discretion;-
    Implementation and clarification of specific accounting and
    finance policies, applicable worldwide, regarding the
    establishment, increase, and release of accrued liability and
    other balance sheet reserve accounts;-
    Creation of a revenue recognition accounting resource function
    to coordinate complex revenue recognition matters and to provide
    oversight and guidance on the design of controls and processes
    to enhance and standardize revenue recognition accounting
    procedures;-
    Improving the processes and procedures around the completion and
    review of quarterly management representation letters, in which
    our various business and finance leaders make full and complete
    representations concerning, and assume accountability for, the
    accuracy and integrity of their submitted financial results;-
    Extending the time between the end of a financial reporting
    period and the public release of financial and operating data
    with respect to that period, giving our accounting organization
    more time to appropriately process the close of the accounting
    records and analyze the reported results prior to public
    announcement;-
    Enhancing the development, communication, and monitoring of
    processes and controls to ensure that appropriate account
    reconciliations are performed, documented, and reviewed as part
    of standardized procedures; and-
    Increasing the focus by the internal audit function and the
    Chief Accounting Officer on the review and monitoring of key
    accounting processes, including journal entries and supporting
    documentation, revenue recognition processes, account
    reconciliations, and management representation letter controls
    and processes. 33




---



##### Table of Contents




    We will implement company-wide training (led by the Chief
    Accounting Officer and other finance executives with appropriate
    accounting expertise) to enhance awareness and understanding of
    standards and principles for accounting and financial reporting.
    This training will include:  -
    Development and communication of an accounting code of conduct
    that will serve as a set of guiding principles emphasizing our
    commitment to accounting and financial reporting integrity, as
    well as transparency and robust and complete communications
    with, and disclosures to, internal and external auditors;-
    Comprehensive programs for all finance personnel globally (with
    initial focus on personnel directly responsible for accounting
    and financial reporting) covering all fundamental accounting and
    financial reporting matters, including accounting policies,
    financial reporting requirements, income statement
    classification, revenue recognition, vendor funding, accounting
    for reserves and accrued liabilities, and account reconciliation
    and documentation requirements; and-
    Appropriate programs for other company personnel, including
    senior management, to emphasize the importance of accounting and
    financial reporting integrity.  
    We will invest in the design and implementation of additional
    and enhanced information technology systems and user
    applications commensurate with the complexity of our business
    and our financial reporting requirements. It is expected that
    these investments will improve the reliability of our financial
    reporting by reducing the need for manual processes, subjective
    assumptions, and management discretion; by reducing the
    opportunities for errors and omissions; and by decreasing our
    reliance on manual controls to detect and correct accounting and
    financial reporting inaccuracies.
    We will reemphasize and invigorate our communications to all
    Dell employees regarding the availability of our Ethics Hotline,
    through which employees at all levels can anonymously submit
    information or express concerns regarding accounting, financial
    reporting, or other irregularities they have become aware of or
    have observed. In addition, these communications will emphasize
    the existence and availability of other reporting avenues or
    forums for all employees, such as their management chain, their
    Human Resources representatives, the Ethics Office, the
    Ombudsmans Office, the Legal Department, and direct
    contact with the Chief Financial Officer or the Audit Committee.      Evaluation of
    Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
 34




---



##### Table of Contents



Changes in
    Internal Control Over Financial Reporting
      PART II 
    OTHER INFORMATION
  ITEM 1.
    LEGAL
    PROCEEDINGS  Form 10-K
  ITEM 1A.
    RISK
    FACTORS    Form 10-K
 35




---



##### Table of Contents



ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  Issuance of
    Unregistered Securities
    Form 10-K
  Purchases of
    Common Stock
    Total


ApproximateNumber of


Dollar ValueShares


of Shares thatRepurchased


May Yet BeTotal





as Part of


RepurchasedNumber of


Average


Publicly


Under theShares


Price Paid


Announced


AnnouncedPeriod

Repurchased(a)


per
    Share


Plans


Plan(in
    millions)Repurchases from February 3, 2007 through March 2, 2007


4


$
24.24






$
1,415Repurchases from March 3, 2007 through March 30, 2007


56


$
22.94






$
1,415Repurchases from March 31, 2007 through May 4, 2007


2


$
23.09






$
1,415Total


62


$
23.04



     (a)
    
    All shares were withheld from Dell
    employees to pay taxes and fees associated with the
    employees exercise of stock options.  ITEM 6.
    EXHIBITS  (a) Exhibits 
 36




---



##### Table of Contents



SIGNATURE
      Date: October 30, 2007

/s/  THOMAS
    W. SWEETThomas
    W. SweetVice President, Corporate Finance and
    Chief Accounting Officer(On behalf of the registrant and as
    principal accounting officer)  37




---



##### 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)10
.1*



Letter Agreement regarding Severance Benefits between Michael R.
    Cannon and Dell Inc. (incorporated by reference to
    Exhibit 99.1 of Dells Current Report on
    Form 8-K
    filed February 21, 2007, Commission File
    No. 0-17017)10
.2*



Letter Agreement regarding Severance Benefits between Ronald G.
    Garriques and Dell Inc. (incorporated by reference to
    Exhibit 99.2 of Dells Current Report on
    Form 8-K
    filed February 21, 2007, Commission File
    No. 0-17017)10
.3*



Form of Protection of Sensitive Information, Noncompetition and
    Nonsolicitation Agreement (incorporated by reference to
    Exhibit 99.3 of Dells Current Report on
    Form 8-K
    filed February 21, 2007, Commission File
    No. 0-17017)10
.4*



Separation Agreement and Release between Kevin B. Rollins and
    Dell Inc. (incorporated by reference to Exhibit 99.1 of
    Dells Current Report on
    Form 8-K
    filed February 20, 2007, Commission File
    No. 0-17017)10
.5*



Protection of Sensitive Information, Noncompetition and
    Nonsolicitation Agreement between Kevin B. Rollins and Dell Inc.
    (incorporated by reference to Exhibit 99.2 of Dells
    Current Report on
    Form 8-K
    filed February 20, 2007, Commission File
    No. 0-17017)10
.6*



Form of Performance Based Stock Unit Agreement for certain
    executive officers under the 2002 Long-Term Incentive Plan10
.7*



Form of Nonstatutory Stock Option Agreement for executive
    officers under the 2002 Long-Term Incentive Plan10
.8*



Form of Restricted Stock Unit Agreement for executive officers
    under the 2002 Long-Term Incentive Plan 38




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##### Table of Contents



ExhibitNo.



Description of
    Exhibit10
.9*



Form of Restricted Stock Agreement for non-employee directors
    under the 2002 Long-Term Incentive Plan10
.10*



Form of Restricted Stock Unit Agreement for non-employee
    directors under the 2002 Long-Term Incentive Plan10
.11*



Form of Nonstatutory Stock Option Agreement for non-employee
    directors under the 2002 Long-Term Incentive Plan31
.1



Certification of Michael S. Dell, Chairman 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. 39