##### 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
    November 2, 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.
  (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 þ o o
  Rule 12b-2 o þ




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##### 



INDEX
  PagePart I  FINANCIAL
    INFORMATIONItem 1. Financial StatementsCondensed Consolidated Statements of Financial
    Position at November 2, 2007 (unaudited) and
    February 2, 2007

1Condensed Consolidated Statements of Income for
    the three and nine month periods ended November 2, 2007
    (unaudited) and November 3, 2006 (unaudited)

2Condensed Consolidated Statements of Cash Flows
    for the nine month periods ended November 2, 2007 (unaudited)
    and November 3, 2006 (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

31Item 4. Controls and Procedures

31Part II  OTHER
    INFORMATIONItem 1. Legal Proceedings

33Item 1A. Risk Factors

33Item 2. Unregistered Sales of Equity
    Securities and Use of Proceeds

33Item 4. Submission of Matters to a
    Vote of Security Holders

34Item 6. Exhibits

34Amendment to Amended and Restated 401(k) PlanCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO and CFO Pursuant to Section 906




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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)
  November 2,


February 2,2007


2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
12,236


$
9,546Short-term investments


369



752Accounts receivable, net


6,156



4,622Financing receivables, net


1,560



1,530Inventories


1,102



660Other


2,925



2,829Total current assets


24,348



19,939Property, plant, and equipment, net


2,631



2,409Investments


1,980



2,147Long-term financing receivables, net


389



323Other non-current assets


1,032



817Total assets

$
30,380


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

$
266


$
188Accounts payable


11,411



10,430Accrued and other


6,373



7,173Total current liabilities


18,050



17,791Long-term debt


392



569Other non-current liabilities


4,993



2,836Total liabilities


23,435



21,196Commitments and contingencies (Note 8)Redeemable common stock and capital in excess of $.01 par
    value; shares issued and outstanding: 4 and 5, respectively
    (Note 12)


101



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: 3,318 and 3,307,
    respectively; shares outstanding: 2,237 and 2,226, respectively


10,500



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


(21,034
)


(21,033
)Retained earnings


17,520



15,282Accumulated other comprehensive loss


(142
)


(28
)Total stockholders equity


6,844



4,328Total liabilities and equity

$
30,380


$
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 Ended


Nine Months EndedNovember 2,


November 3,


November 2,


November 3,2007


2006


2007


2006Net revenue

$
15,646


$
14,419


$
45,144


$
42,950Cost of net revenue


12,758



12,028



36,467



35,913Gross margin


2,888



2,391



8,677



7,037Operating expenses:Selling, general, and administrative


1,900



1,531



5,557



4,414Research, development, and engineering


159



126



456



380Total operating expenses


2,059



1,657



6,013



4,794Operating income


829



734



2,664



2,243Investment and other income, net


107



66



281



170Income before income taxes


936



800



2,945



2,413Income tax provision


170



199



677



556Net income

$
766


$
601


$
2,268


$
1,857Earnings per common share:Basic

$
0.34


$
0.27


$
1.01


$
0.82Diluted

$
0.34


$
0.27


$
1.00


$
0.82Weighted-average shares outstanding:Basic


2,236



2,229



2,236



2,263Diluted


2,266



2,238



2,262



2,278    2




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##### Table of Contents



DELL
    INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in millions, unaudited)
  Nine Months EndedNovember 2,


November 3,2007


2006Cash flows from operating activities:Net income

$
2,268


$
1,857Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


424



342Stock-based compensation


398



293Excess tax benefits from stock-based compensation


(12
)


(62
)Effects of exchange rate changes on monetary assets and
    liabilities denominated in foreign currencies


40



25Other


76



73Changes in:Operating working capital


(2,072
)


41Non-current assets and liabilities


1,630



179Net cash provided by operating activities


2,752



2,748Cash flows from investing activities:Investments:Purchases


(2,088
)


(7,346
)Maturities and sales


2,745



8,656Capital expenditures


(636
)


(566
)Acquisition of businesses, net of cash received


(106
)


(97
)Net cash (used in) provided by investing activities


(85
)


647Cash flows from financing activities:Repurchase of common stock


(1
)


(3,026
)Issuance of common stock under employee plans


21



230Excess tax benefits from stock-based compensation


12



62(Payment) issuance of commercial paper, net


(100
)


236Other


(18
)


(14
)Net cash used in financing activities


(86
)


(2,512
)Effect of exchange rate changes on cash and cash equivalents


109



61Net increase in cash and cash equivalents


2,690



944Cash and cash equivalents at beginning of period


9,546



7,054Cash and cash equivalents at end of period

$
12,236


$
7,998    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
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109
  Fair Value Measurements
 4




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
 (unaudited)
    The
    Fair Value Option for Financial Assets and Financial Liabilities
  NOTE 2 
    INVENTORIES  November 2,


February 2,2007


2007(in millions)Inventories:Production materials

$
697


$
361Work-in-process


109



61Finished goods


296



238Inventories

$
1,102


$
660   NOTE 3 
    EARNINGS
    PER COMMON SHARE   5




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
 (unaudited)
    Three Months Ended


Nine Months EndedNovember 2,


November 3,


November 2,


November 3,2007


2006


2007


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

$
766


$
601


$
2,268


$
1,857Denominator:Weighted-average shares outstanding:Basic


2,236



2,229



2,236



2,263Effect of dilutive options, restricted stock units, restricted
    stock, and other


30



9



26



15Diluted


2,266



2,238



2,262



2,278Earnings per common share:Basic

$
0.34


$
0.27


$
1.01


$
0.82Diluted

$
0.34


$
0.27


$
1.00


$
0.82   NOTE 4 
    COMPREHENSIVE
    INCOME    Three Months Ended


Nine Months EndedNovember 2,


November 3,


November 2,


November 3,2007


2006


2007


2006(in millions)Comprehensive income:Net income

$
766


$
601


$
2,268


$
1,857Unrealized gains (losses) on foreign currency hedging
    instruments, net


(64
)


19



(138
)


(25
)Unrealized gains on marketable securities, net


17



26



32



27Valuation of retained interests in securitized
    assets(a)






4







10Foreign currency translation adjustments


11



(1
)


15



(7
)Comprehensive income

$
730


$
649


$
2,177


$
1,862     (a)
    
    In the first quarter of Fiscal
    2008, Dell adopted SFAS No. 155, Accounting for
    Certain Hybrid Instruments(SFAS 155), and
    as a result, changes in the fair value of retained interests in
    securitized assets are recognized in the statement of income
    immediately and are no longer included as a component of
    accumulated other comprehensive income. 6




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
 (unaudited)
   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 1994 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)    non-employee
  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
 7




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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 Ended


Nine Months EndedNovember 2,


November 3,


November 2,


November 3,2007


2006


2007


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

$
13


$
11


$
57


$
47Operating expenses


84



65



341



246Stock-based compensation expense before taxes


97



76



398



293Income tax benefit


(28
)


(23
)


(112
)


(88
)Stock-based compensation expense

$
69


$
53


$
286


$
205     Valuation
    Information
   8




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
 (unaudited)
    Three Months Ended

Nine Months EndedNovember 2,

November 3,

November 2,

November 3,2007

2006

2007

2006Expected term


3.5 years


3.8 years


3.5 years


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


4.3%


4.7%


4.6%


4.8%Volatility


29%


28%


26%


28%Dividends


0%


0%


0%


0%   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


10



24.07Exercised


(6
)


17.79Forfeited


(4
)


26.81Cancelled/expired


(42
)


31.36Options outstanding  November 2, 2007


272


$
32.36Vested and expected to vest (net of estimated
    forfeitures)  November 2,
    2007(a)


246


$
32.59



2.3


$
290Exercisable  November 2,
    2007(a)


225


$
33.15



2.1


$
237     (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
    November 2, 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
    November 2, 2007. The intrinsic value will change based on
    changes in the fair market value of Dells common stock.    Three Months Ended


Nine Months EndedNovember 2,


November 3,


November 2,


November 3,2007


2006


2007


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

$
7.33


$
6.54


$
6.22


$
6.72Total intrinsic value of options
    exercised(a)

$
29


$
15


$
56


$
149     (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 periods indicated. 9




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##### Table of Contents



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


Averageof


Grant DateShares


Fair Value(in millions)


(per share)Non-vested restricted stock  February 2, 2007


17


$
28.76Granted


24



22.71Vested


(3
)


28.93Forfeited


(3
)


25.89Non-vested restricted stock  November 2, 2007


35


$
24.83     NOTE 6 
    FINANCIAL
    SERVICES  Joint
    Venture Agreement
         10




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##### Table of Contents



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


February 2,2007


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

$
812


$
771Leases and loans, net


641



627Customer receivables, net


1,453



1,398Residual interests


295



296Retained interests


201



159Financing receivables, net

$
1,949


$
1,853Short-term

$
1,560


$
1,530Long-term


389



323Financing receivables, net

$
1,949


$
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. 11




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
 (unaudited)
   
    Leases with business customers generally have fixed terms of
    two to three years. Future maturities of minimum lease payments
    at November 2, 2007 are as follows: 2008: $44 million;
    2009: $94 million; 2010: $59 million; 2011:
    $17 million; and 2012: $3 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.
    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 recorded at fair value and
    represent the present value of monthly collections on the sold
    financing receivables in excess of amounts needed for payment of
    the debt and other obligations issued or arising in the
    securitization transactions. 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 recognizing the
    changes in fair value in earnings as opposed to accumulated
    other comprehensive income.  Asset
    Securitization
  Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities  a replacement of FASB Statement
    No. 125
     12




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
 (unaudited)
  NOTE 7 
    WARRANTY
    LIABILITY AND DEFERRED REVENUE    Three Months Ended


Nine Months EndedNovember 2,


November 3,


November 2,


November 3,2007


2006


2007


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

$
4,662


$
4,024


$
4,221


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


987



810



2,734



2,383Revenue recognized


(629
)


(684
)


(1,935
)


(1,940
)Deferred revenue at end of period

$
5,020


$
4,150


$
5,020


$
4,150Current portion

$
2,104


$
2,033


$
2,104


$
2,033Non-current portion


2,916



2,117



2,916



2,117Deferred revenue at end of period

$
5,020


$
4,150


$
5,020


$
4,150   Three Months Ended


Nine Months EndedNovember 2,


November 3,


November 2,


November 3,2007


2006


2007


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

$
914


$
929


$
958


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


289



343



849



918Service obligations honored


(262
)


(315
)


(866
)


(912
)Warranty liability at end of period

$
941


$
957


$
941


$
957Current portion

$
610


$
706


$
610


$
706Non-current portion


331



251



331



251Warranty liability at end of period

$
941


$
957


$
941


$
957     (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 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 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 Inc. Securities Litigation In re Dell Inc. ERISA Litigation In
    re Dell Inc. Derivative Litigation
 14




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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 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 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 scheduled for trial in
    January 2008.   15




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##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
 (unaudited)
  NOTE 9 
    SEGMENT
    INFORMATION      Three Months Ended


Nine Months EndedNovember 2,


November 3,


November 2,


November 3,2007


2006


2007


2006(in millions)Net revenue:Americas:Business

$
8,169


$
7,620


$
23,595


$
22,232U.S. Consumer


1,527



1,624



4,263



5,322Americas


9,696



9,244



27,858



27,554EMEA


3,834



3,378



11,087



9,829APJ


2,116



1,797



6,199



5,567Net revenue

$
15,646


$
14,419


$
45,144


$
42,950Consolidated operating income:Americas:Business

$
651


$
624


$
2,057


$
1,843U.S. Consumer


(21
)


26



(19
)


94Americas


630



650



2,038



1,937EMEA


211



154



695



356APJ


85



6



329



243Consolidated segment operating income


926



810



3,062



2,536Stock-based compensation expense


(97
)


(76
)


(398
)


(293
)Consolidated operating income

$
829


$
734


$
2,664


$
2,243  16




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
 (unaudited)
  NOTE 10 
    DEBT  Commercial
    Paper
      DFS
    Credit Facilities
    Long-Term
    Debt and Interest Rate Risk Management
       17




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
 (unaudited)
  Accounting for Derivative Instruments
    and Hedging Activities
  NOTE 11 
    INCOME
    TAXES    non-current
        NOTE 12 
    REDEEMABLE
    COMMON STOCK   18




---



##### Table of Contents



DELL
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
 (unaudited)
  NOTE 13 
    SUBSEQUENT
    EVENTS     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 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, December 3, 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.
  Overview
  Our
    Company
      tm tm tm
    Current
    Business Environment
   20




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##### Table of Contents



Third
    Quarter Performance
  Share position

 We shipped more
    than 10 million units, resulting in a worldwide PC share
    position of 14.7%, a decline of 1.7 percentage points
    year-over-year.Net revenue

 Revenue
    increased 9% year-over-year to $15.6 billion, with unit
    shipments up 9% year-over-year.Operating income

 Operating income
    was $829 million for the quarter, or 5.3% of revenue, as
    compared to $734 million or 5.1% of revenue for third quarter of
    Fiscal 2007.Earnings per share

 Earnings per
    share increased 26% to $0.34 for the current quarter compared to
    $0.27 for the third quarter of Fiscal 2007.   Results
    of Operations
    Three Months Ended

Nine Months EndedNovember 2, 2007

November 3, 2006

November 2, 2007

November 3, 2006% of



% of



% of



% ofDollars

Revenue

Dollars

Revenue

Dollars

Revenue

Dollars

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

$
15,646


100.0%

$
14,419


100.0%

$
45,144


100.0%

$
42,950


100.0%Gross margin

$
2,888


18.5%

$
2,391


16.6%

$
8,677


19.2%

$
7,037


16.4%Operating expenses

$
2,059


13.2%

$
1,657


11.5%

$
6,013


13.3%

$
4,794


11.2%Operating income

$
829


5.3%

$
734


5.1%

$
2,664


5.9%

$
2,243


5.2%Net income

$
766


4.9%

$
601


4.2%

$
2,268


5.0%

$
1,857


4.3%Earnings per share diluted

$
0.34


N/A

$
0.27


N/A

$
1.00


N/A

$
0.82


N/A   Consolidated
    Revenue
    Revenues
    by Segment
   21




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##### Table of Contents



Three Months Ended

Nine Months EndedNovember 2, 2007

November 3, 2006

November 2, 2007

November 3, 2006% of



% of



% of



% ofDollars

Revenue

Dollars

Revenue

Dollars

Revenue

Dollars

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

$
8,169


52.2%

$
7,620


52.8%

$
23,595


52.3%

$
22,232


51.8%U.S. Consumer


1,527


9.8%


1,624


11.3%


4,263


9.4%


5,322


12.4%Americas


9,696


62.0%


9,244


64.1%


27,858


61.7%


27,554


64.2%EMEA


3,834


24.5%


3,378


23.4%


11,087


24.6%


9,829


22.9%APJ


2,116


13.5%


1,797


12.5%


6,199


13.7%


5,567


12.9%Net revenue

$
15,646


100.0%

$
14,419


100.0%

$
45,144


100.0%

$
42,950


100.0%   
    Americas Americas revenue and
    units both increased 5% for the third quarter of Fiscal 2008 as
    compared to the third quarter of Fiscal 2007. For the nine month
    period ended November 2, 2007, revenue increased slightly
    on a unit decline of 5% as compared to the same period in the
    previous year. In the third quarter and first nine months of
    Fiscal 2008, revenue growth of 7% and 6%, respectively, in our
    Americas Business segment was offset by a 6% and 20% decrease in
    revenue in our U.S. Consumer segment during the same
    periods, respectively. For the third quarter of Fiscal 2008,
    strong revenue growth in mobility and software and peripherals
    was partially offset by a decline in desktop sales, while the
    first nine months of Fiscal 2008 produced strong revenue growth
    in servers and networking, storage, and software and peripherals
    sales, which was also offset by declines in desktop sales.  
    Business Americas Business revenue
    increased 7% and 6% year-over-year for the third quarter and
    first nine months of Fiscal 2008, respectively. Growth in our
    government, healthcare and education businesses, and 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 Business. Americas International
    produced strong revenue growth of 19% year-over-year for the
    third quarter and 15% for first nine months of Fiscal 2008.
    Growth in Americas International was led by Brazil, which
    experienced a 45% year-over-year increase in revenue during the
    third quarter of Fiscal 2008 and a 34% increase in revenue for
    the first nine months of Fiscal 2008 as compared to Fiscal 2007.
    All products grew for the three and nine month periods ended
    November 2, 2007, except for desktops, which decreased 1%
    for the third quarter of Fiscal 2008 and was flat for the first
    nine months of Fiscal 2008 as compared to the same periods of
    Fiscal 2007.
    U.S. Consumer U.S. Consumer
    revenue declined 6% and 20% year-over-year for the third quarter
    and first nine months of Fiscal 2008, respectively. The
    significant decline in U.S. Consumer revenue is due to
    competitive pressure and continuing decline in desktop revenue.
    Desktop shipments decreased 23% in the third quarter of Fiscal
    2008 and 40% for first nine months of Fiscal 2008 as compared to
    the same periods in the prior year. Mobility revenue increased
    5% in the third quarter of Fiscal 2008 on a unit increase of 7%
    when compared to the third quarter of Fiscal 2007 and grew 39%
    over the second quarter of Fiscal 2008 revenue. This represents
    a turnaround in mobility revenue, which had been experiencing
    weakening sales for the previous four quarters. Mobility revenue
    during the third quarter was negatively impacted by certain
    parts shortages and production delays with new products. This
    led to longer lead times, 22




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##### Table of Contents



which adversely impacted revenue and profitability. For the
    first nine months of Fiscal 2008, mobility revenue declined 21%
    on a unit decline of 25%, while the industry-wide mobility sales
    in the U.S. grew 18% and 22% during the third quarter and
    first nine months of calendar year 2007, respectively. The
    demand for our products has deteriorated due to price
    competition and decreased product appeal. This environment led
    the U.S. Consumer business to update its business model and
    enter into a limited number of retail distribution arrangements
    to complement and extend the existing direct business. We are
    also investing in initiatives that will align our new and
    existing products around customers needs and wants in
    order to drive long-term, sustainable performance. Our
    investments have resulted in better than expected demand for
    certain of our Inspiron and XPS notebooks, which has resulted in
    quarter-over-quarter U.S. Consumer revenue growth of 17%
    for the third quarter of Fiscal 2008.  
    EMEA EMEA revenue grew 14% on
    unit growth of 13% for the third quarter of Fiscal 2008, and for
    the first nine months of Fiscal 2008, EMEA revenue grew 13%
    year-over-year on unit growth of 5%. During the first nine
    months of Fiscal 2008, the revenue growth is attributed to unit
    growth and higher average selling prices, which increased 7% due
    to changes in product mix. Year-over-year revenue growth for
    both the third quarter and first nine months of Fiscal 2008 was
    led by Germany, France, and the United Kingdom, while Poland,
    Austria, and Greece produced significant year-over-year growth
    at rates well above the overall region for the third quarter and
    first nine months of Fiscal 2008. For the third quarter and
    first nine months of Fiscal 2008, EMEA experienced double digit
    revenue growth in all product and service categories except for
    desktop PCs, which decreased slightly. Year-over-year revenue
    growth in EMEA was lead by enhanced services and mobility, which
    grew 36% and 21%, respectively, during the third quarter of
    Fiscal 2008, and 34% and 18%, respectively, for the first nine
    months of Fiscal 2008. Although we have experienced strong
    mobility growth in Fiscal 2008, we grew slower than the industry.
    APJ APJ revenue grew 18% on a
    unit increase of 20% for the third quarter of Fiscal 2008.
    During the first nine months of Fiscal 2008, APJ revenue grew
    11% on a unit increase of 10%. For the third quarter of Fiscal
    2008, revenue growth in APJ was led by China with 22% growth,
    Australia-New Zealand with 23% growth, and India with 47%
    growth. These four countries led APJ revenue growth for the
    first nine months of Fiscal 2008 as well. Additionally,
    Malaysia, Taiwan, and Thailand produced significant
    year-over-year growth at rates well above the overall region for
    the third quarter and first nine months of Fiscal 2008.
    Excluding Japan, the region experienced a 24% and 19% increase
    in revenue, year-over-year, for the third quarter and first nine
    months of Fiscal 2008, respectively, while Japans revenue
    increased 3% for the third quarter of Fiscal 2008 and decreased
    3% for the first nine months of Fiscal 2008, under significant
    competitive pressure. For APJ overall, desktop PCs, mobility,
    and servers and networking, experienced strong revenue growth
    for the three and nine month periods ended November 2,
    2007, while enhanced services revenue declined significantly
    during the same periods.  Revenue
    by Product and Services Categories
     23




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##### Table of Contents



Three Months Ended


Nine Months EndedNovember 2, 2007


November 3, 2006


November 2, 2007


November 3, 2006% of




% of




% of




% ofDollars

Revenue


Dollars

Revenue


Dollars

Revenue


Dollars

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

$
4,754


30%


$
4,783


33%


$
14,713


32%


$
15,066


35%Mobility


4,729


30%



3,968


27%



12,610


28%



11,595


27%Software & peripherals


2,533


16%



2,287


16%



7,254


16%



6,688


15%Servers & networking


1,651


11%



1,529


11%



4,862


11%



4,228


10%Enhanced services


1,355


9%



1,272


9%



3,919


9%



3,755


9%Storage


624


4%



580


4%



1,786


4%



1,618


4%Net revenue

$
15,646


100%


$
14,419


100%


$
45,144


100%


$
42,950


100%   
    Desktop PCs Revenue from desktop
    PCs decreased slightly during the third quarter of Fiscal 2008
    as compared to the third quarter of the prior year, and it
    decreased 2% for the first nine months of Fiscal 2008 on a unit
    decline of 6%. This performance was driven by our
    U.S. Consumer business, where desktop revenue was down 19%
    year-over-year for the third quarter of Fiscal 2008 and down 27%
    for the first nine months of Fiscal 2008. Business and consumer
    demand continues to shift toward mobility products as notebook
    computers capabilities increase and they become more
    affordable.
    Mobility During the third quarter
    revenue from mobility products grew 19% on unit growth of 25%.
    During the first nine months of Fiscal 2008, mobility revenue
    and units grew year-over-year by 9%. For the third quarter,
    mobility revenue in APJ, EMEA, and Americas Business grew 40%,
    21%, and 18% respectively, on unit growth of 35%, 31%, and 25%
    respectively, whereas U.S Consumer revenue and units only grew
    5% and 7%, respectively. For the nine months ended
    November 2, 2007, mobility revenue in APJ, EMEA, and
    Americas Business grew 26%, 18%, and 10%, respectively, on unit
    growth of 21%, 19%, and 14% respectively. This revenue growth
    was offset by a 21% and a 25% decline in U.S. Consumer
    revenue and units, respectively. We continue to capitalize on
    the growth of mobile computing outside of the U.S. Consumer
    segment with notebooks producing strong revenue and unit growth
    in APJ, EMEA, and Americas Business. 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 LCD televisions, software, and other products. This
    revenue grew 11% year-over-year for the third quarter and 8% for
    the first nine months of Fiscal 2008. We experienced growth in
    imaging and printing as well as third-party peripheral
    enterprise products. Peripheral enterprise includes third-party
    networking and switches and software.
    Servers and Networking Revenue
    from sales of servers and networking products grew 8%
    year-over-year for the third quarter of Fiscal 2008 on unit
    growth of 7%. For the first nine months of Fiscal 2008, servers
    and networking revenue increased 15% on unit growth of 5%.
    Higher average selling prices also contributed to the revenue
    growth for the first nine months of Fiscal 2008. All regions
    contributed to the strong revenue growth, and for the third
    quarter, we were again ranked number one in the United States
    with a 34% 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.
    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 7% year-over-year for the three-month period ended
    November 2, 2007 to $1.4 billion, and for the
    nine-month period ended November 2, 2007, enhanced services 24




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##### Table of Contents




    Storage Revenue from sales of
    storage products increased 8% and 10% for the third quarter and
    first nine months of Fiscal 2008, respectively. Storage growth
    was led by strength in our Powervault line, which posted
    double-digit growth. All regions contributed to the strong
    revenue growth, led by EMEA, which experienced growth of 13% and
    20% for the third quarter and first nine months of Fiscal 2008,
    respectively.  Gross
    Margin
    Three Months Ended

Nine Months EndedNovember 2, 2007

November 3, 2006

November 2, 2007

November 3, 2006% of



% of



% of



% ofDollars

Revenue

Dollars

Revenue

Dollars

Revenue

Dollars

Revenue(in millions, except percentages)Net revenue

$
15,646



100.0
%

$
14,419



100.0
%

$
45,144



100.0
%

$
42,950



100.0
%Gross margin

$
2,888



18.5
%

$
2,391



16.6
%

$
8,677



19.2
%

$
7,037



16.4
%      25




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##### Table of Contents



Operating
    Expenses
    Three Months Ended

Nine Months EndedNovember 2, 2007

November 3, 2006

November 2, 2007

November 3, 2006% of



% of



% of



% ofDollars

Revenue

Dollars

Revenue

Dollars

Revenue

Dollars

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

$
1,900


12.2%

$
1,531


10.6%

$
5,557


12.3%

$
4,414


10.3%Research, development, and engineering


159


1.0%


126


0.9%


456


1.0%


380


0.9%Operating expenses

$
2,059


13.2%

$
1,657


11.5%

$
6,013


13.3%

$
4,794


11.2%   
    Selling, general, and administrative 
    During the third quarter of Fiscal 2008, selling, general, and
    administrative expenses increased 24% to $1.9 billion
    compared to $1.5 billion in the same period of Fiscal 2007.
    For the nine-month period ended November 2, 2007, selling,
    general, and administrative expenses were $5.6 billion
    compared to $4.4 billion during the same period in Fiscal
    2007, an increase of 26%. Costs primarily related to headcount
    growth and costs associated with the U.S. Securities and
    Exchange Commission (SEC) investigation and the
    Audit Committees independent investigation drove the
    increase in third quarter and first nine months of Fiscal 2008.
    Expenses related to the SEC and Audit Committee investigations
    were $28 million and $134 million for the three and
    nine month periods ended November 2, 2007, respectively. In
    addition, the third quarter and first nine months of Fiscal 2008
    include $8 million and $94 million, respectively, of
    additional expense for expected cash payments for expiring stock
    options. Finally, the third quarter and first nine months of
    Fiscal 2008 include $33 million and $46 million,
    respectively, of expenses related to headcount and
    infrastructure reductions.
    Research, development, and engineering 
    During the third quarter of Fiscal 2008, research, development,
    and engineering expenses increased 27% to $159 million,
    compared to $126 million in the same period of Fiscal 2007,
    and increased 20% from $380 million to $456 million
    for the first nine months of Fiscal 2008. The increase is mainly
    due to higher compensation costs, which increased 26%
    year-over-year to $123 million for the third quarter and
    increased 26% year-over-year to $364 million for the first
    nine months of Fiscal 2008. The increased compensation costs are
    mainly due to headcount growth, which is largely 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 1,921 patents
    worldwide and have applied for 2,150 additional patents
    worldwide as of November 2, 2007.  Stock-based
    Compensation
  Form 10-K
  Form 10-K
 26




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##### Table of Contents



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  a replacement of FASB Statement
    No. 125
    Accounting for
    Certain Hybrid Instruments
 27




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##### Table of Contents



Liquidity
    and Capital Commitments
  Liquidity
      Nine Months EndedNovember 2,


November 3,2007


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

$
2,752


$
2,748Investing activities


(85
)


647Financing activities


(86
)


(2,512
)Effect of exchange rate changes on cash and cash equivalents


109



61Net increase in cash and cash equivalents

$
2,690


$
944   Operating Activities
 28




---



##### Table of Contents



November 2,

February 2,2007

2007Days of sales
    outstanding(a)


38



31Days of supply in inventory


8



5Days in accounts payable


(81
)


(78
)Cash conversion cycle


(35
)


(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 November 2, 2007 and February 2, 2007, DSO
    and days of customer shipments not yet recognized were 35 and
    3 days and 28 and 3 days, respectively.      Investing Activities
  Financing Activities
   29




---



##### Table of Contents



Capital
    Commitments
  Redeemable Common Stock
  Share Repurchase Program
    Capital Expenditures
  DFS Purchase Commitment
  Restricted Cash
 30




---



##### Table of Contents



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
  Form 10-K
  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
   31




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##### Table of Contents



Managements
    Plan for Remediation
      Changes
    in Internal Control Over Financial Reporting
   32




---



##### 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
  Cash
    Payments for Certain Employee Stock Options
  Form 10-K
  Share
    Repurchase Program
        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


per Share


Plans


Plan(in millions)Repurchases from August 4, 2007 through August 31,
    2007(a)


727


$
30.08






$
1,415Repurchases from September 1, 2007 through
    September 28,
    2007(a)


2,499


$
28.41






$
1,415Repurchases from September 29, 2007 through
    November 2,
    2007(b)


48,844


$
29.13






$
1,415Total


52,070


$
29.11



     (a)
    
    All shares were withheld from Dell
    employees to pay taxes and fees associated with the
    employees exercise of stock options.(b)
    
    5,799 shares were withheld
    from Dell employees to pay taxes and fees associated with the
    employees exercise of stock options. 43,045 shares
    were repurchased from the Dell 401(k) Plan, as described above. 33




---



##### Table of Contents



ITEM 4.
    Submission
    of Matters to a Vote of Security Holders    (1)
    Proposal 1 (Election of Directors)  A proposal
    for the election of the persons who will serve as Dells
    directors until next years annual meeting.(2)
    Proposal 2 (Ratification of Independent
    Auditor)  A proposal for the ratification of the
    Audit Committees selection of PricewaterhouseCoopers LLP
    as Dells independent auditor for Fiscal 2008.(3)
    Proposal 3 (Approval of the Amended and Restated 2002
    Long-Term Incentive Plan)  A proposal for the
    approval of the Amended and Restated 2002 Long-Term Incentive
    Plan.(4)
    Stockholder Proposal 1 (Executive Stock Ownership
    Guidelines)  A proposal regarding the adoption of a
    stock ownership requirement for executive officers.(5)
    Stockholder Proposal 2 (Declaration of
    Dividend)  A proposal regarding the declaration of a
    dividend.    Proposal

For


Withheld1.


Election of Directors:Donald J. Carty


1,842,671,507



150,162,337Michael S. Dell


1,946,689,752



46,144,091William H. Gray, III


1,840,839,584



151,994,260Sallie L. Krawcheck


1,953,903,925



38,929,919Alan (A.G.) Lafley


1,889,157,561



103,676,283Judy C. Lewent


1,893,116,243



99,717,600Thomas W. Luce, III


1,716,997,296



275,836,548Klaus S. Luft.


1,885,666,266



107,167,577Alex J. Mandl


1,903,646,695



89,187,149Michael A. Miles


1,867,619,136



125,214,708Sam Nunn


1,836,509,554



156,324,290   BrokerFor


Against


Abstain


Non-Votes2. Ratification of Independent Auditor


1,857,638,826



121,077,627



14,117,3873. Approval of the Amended and Restated 2002 Long-Term
    Incentive Plan


1,536,953,916



130,605,368



18,068,291



307,206,2684. Stockholder Proposal 1 (Executive Stock Ownership
    Guidelines)


482,602,090



1,186,755,213



16,307,630



307,168,9105. Stockholder Proposal 2 (Declaration of Dividend)


105,972,999



1,552,367,241



27,324,695



307,168,908     ITEM 6.
    Exhibits  (a) Exhibits
 34




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##### Table of Contents



SIGNATURE
      Date: December 10, 2007

/s/ THOMAS W. SWEETThomas W. SweetVice President, Corporate Finance and
    Chief Accounting Officer(On behalf of the registrant and as
    principal accounting officer)  35




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##### 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*



Form of Protection of Sensitive Information, Noncompetition and
    Nonsolicitation Agreement for Executive Officers (incorporated
    by reference to Exhibit 10.1 of Dells Current Report
    on
    Form 8-K
    filed on September 12, 2007, Commission file
    No. 0-17017)10
.2*



Amendment No. 4 to Amended and Restated Dell Inc. 401(k)
    Plan, dated October 15, 200731
.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.