Item 7.01. Regulation FD Disclosure.
On September 23, 2009, the District Court of Williamson County, Texas (the "Court") granted preliminary approval of a settlement of the previously disclosed shareholder derivative claims described in the Dell Inc. (the "Company") Form 10-Q filed on September 3, 2009. The settlement is subject to final Court approval at a hearing scheduled for December 15, 2009, and is premised on corporate governance and remedial measures that the Company has put into place since the initiation of the derivative claims and additional measures that the Company has agreed to put into place in the future. If the settlement is approved, each of these measures will remain in place for at least four years unless a majority of the Board of Director's independent directors votes otherwise. The Company has also agreed to pay the plaintiffs' attorneys' fees and expenses of $1.75 million, or any lesser amount awarded by the court. The Notice of Proposed Settlement and Stipulation of Settlement are furnished herewith as Exhibits 99.1 and 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Notice of Proposed Settlement

99.2 Stipulation of Settlement dated September 11, 2009.

---