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                                                                    EXHIBIT 99.2

          AMENDMENT NO. 1 TO THE DELL COMPUTER CORPORATION 401(k) PLAN


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                             AMENDMENT NO. 1 TO THE
                      DELL COMPUTER CORPORATION 401(k) PLAN

         This Amendment, effective July 31, 2001, is hereby entered into by Dell
Computer Corporation, a Delaware corporation, having its principal office in
Austin, Texas (hereinafter referred to as "Employer"):

                                    RECITALS:

         WHEREAS, the Employer has previously established the Dell Computer
Corporation 401(k) Plan (the "Plan") for the benefit of those employees who
qualify thereunder and for their beneficiaries; and

         WHEREAS, the Employer has decided to sell the assets of its DellHost
business unit to Sprint Communications Company LP; and

         WHEREAS, the Employer's Benefits Administration Committee has decided
to fully vest all Plan participants whose employment is terminated as a result
of the sale of its DellHost business unit;

         NOW, THEREFORE, pursuant to Section 13.1 of the Plan, the following
amendment is hereby made, and shall be effective as of July 31, 2001:

         a. Section 7.1 of the Plan shall be amended by adding the following new
Subsections (e) to the end thereof, to be and to read as follows:

         "(e) Notwithstanding the preceding, any Participant whose employment
         with the Employer or a Controlled Entity is terminated in connection
         with the sale by the Employer of its DellHost business unit to Sprint
         Communications Company L.P. shall have a 100% Vested Interest in his
         Employer Contribution Account."

         IN WITNESS WHEREOF, the Employer has caused this instrument to be
executed as of the day and year first above written.

                                        DELL COMPUTER CORPORATION


                                        By: /s/ KATHLEEN ANGEL
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                                        Its: Director of Global Benefits
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ATTEST:

/s/ JANET B. WRIGHT
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