Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 16, 2009, Michael A. Miles, a member of our Board of Directors, chairman of the Governance and Nominating Committee and a member of the Leadership Development and Compensation Committee, informed the Board that he will not stand for re-election to the Board when his term expires at the next annual meeting of shareholders.

Additionally, on February 16, 2009, Alan (A.G.) Lafley, a member of our Board of Directors, Chairman of the Leadership Development and Compensation Committee and a member of the Finance Committee, informed the Board that he will not stand for re-election to the Board when his term expires at the next annual meeting of shareholders.

Mr. Miles and Mr. Lafley will continue to serve as directors of Dell until Dell's 2009 Annual Meeting of Shareholders on July 17, 2009.

A copy of the company's press release announcing Mr. Miles' and Mr. Lafley's intention to retire from the Board is attached hereto as Exhibit 99.1.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 - Press Release issued by Dell Inc., dated February 19, 2009.

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