On June 10, 2009, Dell Inc. ("Dell") entered into an underwriting agreement ("Underwriting Agreement") with Banc of America Securities LLC, Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc., as representatives of the underwriters identified therein (the "Underwriters"), relating to the issuance and sale to the Underwriters of $400 million aggregate principal amount of 3.375% Notes due 2012 (the "2012 Notes") and $600 million aggregate principal amount of 5.875% Notes due 2019 (the "2019 Notes" and together with the 2012 Notes, the "Notes"), subject to the terms and conditions therein.

On June 15, 2009, Dell completed an underwritten public offering of the Notes. The Notes are governed by the terms of an Indenture ("Indenture"), dated as of April 6, 2009, between Dell and The Bank of New York Mellon Trust Company, N.A., as trustee ("Trustee"), as supplemented by a Second Supplemental Indenture ("Supplemental Indenture"), dated as of June 15, 2009, between Dell and the Trustee.

Dell offered the Notes pursuant to the Prospectus Supplement, dated June 10, 2009, to the Prospectus dated November 4, 2008, which forms a part of Dell's shelf registration statement on Form S-3 (Registration No. 333-155041) filed with the Securities and Exchange Commission on November 4, 2008 (the "Registration Statement").

The Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated by reference herein and into the Registration Statement. The Supplemental Indenture is filed as Exhibit 4.1 hereto and incorporated by reference herein and into the Registration Statement. The form of each series of the Notes issued pursuant to the Supplemental Indenture is filed as Exhibit 4.2 and Exhibit 4.3 hereto and incorporated by reference herein and into the Registration Statement.

(d) Exhibits.

Exhibit 1.1    -   Underwriting Agreement, dated June 10, 2009, between Dell Inc. and Banc of
                   America Securities LLC, Deutsche Bank Securities Inc. and HSBC Securities
                   (USA) Inc., as representatives of the underwriters identified therein.

Exhibit 4.1    -   Second Supplemental Indenture, dated as of June 15, 2009, between Dell
                   Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.2    -   Form of 3.375% Notes due 2012.

Exhibit 4.3    -   Form of 5.875% Notes due 2019.

Exhibit 5.1    -   Opinion of Vinson & Elkins L.L.P.

Exhibit 23.1   -   Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).