S-8

As filed with the Securities and Exchange Commission on October 4, 2002

Registration No. 333-_________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________

DELL COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	74-2487834 (I.R.S. Employer Identification No.)
One Dell Way, Round Rock, Texas (Address of Principal Executive Offices)	78682 (Zip Code)

DELL COMPUTER CORPORATION
2002 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)

Thomas B. Green	Copies to:
Senior Vice President, Law and Administration Dell Computer Corporation One Dell Way Round Rock, Texas 78682 (Name and address of agent for service)	Thomas H. Welch, Jr. Vice President — Legal Dell Computer Corporation One Dell Way Round Rock, Texas 78682

(512) 338-4400
(Telephone number, including area code, of agent for service)
____________________________

CALCULATION OF REGISTRATION FEE

		Proposed maximum		Proposed maximum
Title of securities	Amount to be	offering price per		aggregate offering		Amount of
to be registered	registered	share (1)		price		registration fee
Common Stock	383,584,780 shares (2)	$	23.61	$	9,056,436,665	$	833,192	(3)

(1)	Estimated solely for purposes of calculating the registration fee, in accordance with Rule 457(h), on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low prices for the Common Stock reported on the Nasdaq Stock Market on September 30, 2002.
(2)	Pursuant to Rule 416, this Registration Statement shall be deemed to cover such additional shares of Common Stock as may become issuable pursuant to the antidilution provisions of the Dell Computer Corporation 2002 Long Term Incentive Plan (the “Plan”).
(3)	The Registrant, Dell Computer Corporation, previously filed a Registration Statement on Form S-8 (File No. 33-49014; initial filing date, October 31, 2000) to register 100,000,000 shares of Common Stock issuable pursuant to awards under the Dell Computer Corporation Incentive Plan and paid a registration fee of $699,600 in connection with such registration. The Registrant has filed a post-effective amendment to that registration statement to deregister 38,469,236 of those shares. Accordingly, pursuant to Rule 457(p), the portion of the registration fee associated with those deregistered shares ($269,130) is hereby offset against the registration fee payable hereunder. The remainder of the registration fee payable hereunder ($564,062) is paid in cash herewith.

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	ITEM 3. Incorporation of Documents by Reference.
	ITEM 4. Description of Securities.
	ITEM 5. Interests of Named Experts And Counsel.
	ITEM 6. Indemnification of Directors and Officers.
	ITEM 7. Exemption From Registration Claimed.
	ITEM 8. Exhibits.
	ITEM 9. Undertakings
SIGNATURES
EXHIBIT INDEX
Ex-5 Opinion/Consent of Legal Counsel
EX-23.1 Consent of Independent Accountants

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

     The following documents, which have been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Dell Computer Corporation (Commission File No. 0-17017), a Delaware corporation (the “Company”), are incorporated herein by reference and made a part hereof:

(a)	The Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2002;
(b)	The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2002;
(c)	The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2002; and
(d)	The description of the Common Stock contained in the Registration Statement on Form 8-A dated June 20, 1988, including any amendment or report filed to update such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

ITEM 4. Description of Securities.

     Not required.

ITEM 5. Interests of Named Experts And Counsel.

     None.

ITEM 6. Indemnification of Directors and Officers.

     Article Tenth of the Restated Certificate of Incorporation of the Company and Article VI, Section 1 of the Company’s Restated Bylaws provide that the Company shall, to the fullest extent permitted by law, indemnify its officers and directors, and may, to the fullest extent permitted by law or to such lesser extent as is determined in the discretion of the Board of Directors, indemnify any and all other persons whom it shall have the power to

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indemnify, from and against all expenses, liabilities or other matters arising out of their status as such or their acts, omissions or services rendered in such capacities. Pursuant to Section 145 of the Delaware General Corporation Law (the “DGCL”), the Company generally has the power to indemnify its present and former directors and officers against expenses and liabilities reasonably incurred by them in connection with any action, suit or proceeding to which they are, or are threatened to be made, a party by reason of their serving in those positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of the Company, however, indemnification is generally limited to attorneys’ fees and other expenses and is not available if the person is adjudged to be liable to the Company unless the court determines that indemnification is appropriate. The statute expressly provides that the indemnification authorized thereby is not exclusive of any rights granted under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise. The Company also has the power to purchase and maintain insurance for its directors and officers.

     The preceding discussion of the Company’s Restated Certificate of Incorporation and Section 145 of the DGCL is not intended to be exhaustive and is qualified by the Restated Certificate of Incorporation and Section 145 of the DGCL.

ITEM 7. Exemption From Registration Claimed.

     Not applicable.

ITEM 8. Exhibits.

     The following exhibits are filed as a part of this Registration Statement.

Exhibit Number	Description
4.1	Restated Certificate of Incorporation, filed July 16, 2001 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2001, Commission File No. 0-17017)
4.2	Restated Bylaws, as adopted on November 29, 1995 (incorporated by reference to exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 1995, Commission File No. 0-17017)
4.3	Right Agreement, dated as of November 29, 1995 (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K, dated November 29, 1995, and filed with the Securities and Exchange Commission on November 30, 1995, Commission File No. 0-17017)
5+	Opinion of Legal Counsel.
23.1+	Consent of Independent Accountants.
23.2+	Consent of Legal Counsel (included in Exhibit 5)
24+	Power of Attorney (set forth on signature page)
99.1	Dell Computer Corporation 2002 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2002, Commission File No. 0-17017)

+ Filed herewith

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ITEM 9. Undertakings

The Company hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

     (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

     (b) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

     (c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company or the Plan pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4)  That, for the purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (5)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Austin, Texas, on September 30, 2002.

DELL COMPUTER CORPORATION
By:	/s/ MICHAEL S. DELL
	Michael S. Dell,
	Chairman of the Board and
	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and appoints each of Michael S. Dell and Thomas B. Green as his or her attorney-in-fact to sign on his or her behalf individually and in the capacity stated below all amendments and post-effective amendments to this registration statement as that attorney-in-fact may deem necessary or appropriate.

Name	Title	Date
/s/ MICHAEL S. DELL Michael S. Dell	Chairman of the Board and Chief Executive Officer (principal executive officer)	September 30, 2002
/s/ DONALD J. CARTY Donald J. Carty	Director	September 30, 2002
/s/ WILLIAM H. GRAY III William H. Gray III	Director	September 30, 2002
/s/ MICHAEL H. JORDAN Michael H. Jordan	Director	September 30, 2002
/s/ JUDY C. LEWENT Judy C. Lewent	Director	September 30, 2002
/s/ THOMAS W. LUCE III Thomas W. Luce III	Director	September 30, 2002
/s/ KLAUS S. LUFT Klaus S. Luft	Director	September 30, 2002

5

/s/ ALEX J. MANDL Alex J. Mandl	Director	September 30, 2002
/s/ MICHAEL A. MILES Michael A. Miles	Director	September 30, 2002
/s/ SAMUEL A. NUNN, JR. Samuel A. Nunn, Jr.	Director	September 30, 2002
/s/ MORTON L. TOPFER Morton L. Topfer	Director	September 30, 2002
/s/ JAMES M. SCHNEIDER James M. Schneider	Senior Vice President and Chief Financial Officer (principal financial and accounting officer)	September 30, 2002

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EXHIBIT INDEX

Exhibit Number	Description
4.1	Restated Certificate of Incorporation, filed July 16, 2001 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2001, Commission File No. 0-17017)
4.2	Restated Bylaws, as adopted on November 29, 1995 (incorporated by reference to exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 1995, Commission File No. 0-17017)
4.3	Right Agreement, dated as of November 29, 1995 (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K, dated November 29, 1995, and filed with the Securities and Exchange Commission on November 30, 1995, Commission File No. 0-17017)
5+	Opinion of Legal Counsel.
23.1+	Consent of Independent Accountants.
23.2+	Consent of Legal Counsel (included in Exhibit 5)
24+	Power of Attorney (set forth on signature page)
99.1	Dell Computer Corporation 2002 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2002, Commission File No. 0-17017)

+ Filed herewith

7 EX-5 3 d00220exv5.txt EX-5 OPINION/CONSENT OF LEGAL COUNSEL EXHIBIT 5 October 4, 2002 Dell Computer Corporation One Dell Way Round Rock, Texas 78682 Re: Registration Statement on Form S-8 Ladies and Gentlemen: I am Vice President - Legal, for Dell Computer Corporation, a Delaware corporation (the "Company"), and have represented the Company in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the offer and sale of an aggregate of 383,584,780 shares of the Company's common stock, par value $.01 per share (the "Shares"), that may be issued from time to time pursuant to awards granted under the Dell Computer Corporation 2002 Long-Term Incentive Plan (the "Plan"). In reaching the opinion set forth herein, I have examined such agreements, certificates of public officials and officers of the Company, records, documents and matters of law as I deemed relevant. Based on the foregoing and subject further to the assumptions, exceptions and qualifications hereinafter stated, I am of the opinion that the Shares, when issued in the manner contemplated by the Registration Statement and in accordance with the terms of the Plan and the relevant award agreements, will be legally issued, fully paid and nonassessable. In rendering the opinion set forth herein, I have assumed that the Company will receive the full amount and type of consideration (as specified in the Plan and each applicable award agreement) for each of the Shares or will have received that consideration upon the issuance of the Shares pursuant to the applicable award agreement, that such consideration will be in cash, personal property or services already performed, that such consideration will equal or exceed the par value per share of the Shares, that appropriate certificates or other evidence of ownership with respect to the Shares will be properly executed upon each such issuance and that each grant of an award pursuant to the Plan will be duly authorized. The opinion expressed above is limited to the laws of the State of Texas, the Delaware General Corporation Law and the federal laws of the United States of America. I am not admitted to the practice of law in the State of Delaware. Exhibit 5 Page 2 I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I come into the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Sincerely, /s/ THOMAS H. WELCH, JR. Thomas H. Welch, Jr. Vice President - Legal EX-23.1 4 d00220exv23w1.txt EX-23.1 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 14, 2002 relating to the consolidated financial statements and financial statement schedule, which appears on page 31 of the Dell Computer Corporation Annual Report on Form 10-K, for the year ended February 1, 2002. /s/ PRICEWATERHOUSECOOPERS Austin, Texas October 4, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5

                                                                       EXHIBIT 5


                                 October 4, 2002


Dell Computer Corporation
One Dell Way
Round Rock, Texas 78682

            Re:        Registration Statement on Form S-8

Ladies and Gentlemen:

            I am Vice President - Legal, for Dell Computer Corporation, a
Delaware corporation (the "Company"), and have represented the Company in
connection with the preparation of the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933
of the offer and sale of an aggregate of 383,584,780 shares of the Company's
common stock, par value $.01 per share (the "Shares"), that may be issued from
time to time pursuant to awards granted under the Dell Computer Corporation 2002
Long-Term Incentive Plan (the "Plan").

            In reaching the opinion set forth herein, I have examined such
agreements, certificates of public officials and officers of the Company,
records, documents and matters of law as I deemed relevant.

            Based on the foregoing and subject further to the assumptions,
exceptions and qualifications hereinafter stated, I am of the opinion that the
Shares, when issued in the manner contemplated by the Registration Statement and
in accordance with the terms of the Plan and the relevant award agreements, will
be legally issued, fully paid and nonassessable.

            In rendering the opinion set forth herein, I have assumed that the
Company will receive the full amount and type of consideration (as specified in
the Plan and each applicable award agreement) for each of the Shares or will
have received that consideration upon the issuance of the Shares pursuant to the
applicable award agreement, that such consideration will be in cash, personal
property or services already performed, that such consideration will equal or
exceed the par value per share of the Shares, that appropriate certificates or
other evidence of ownership with respect to the Shares will be properly executed
upon each such issuance and that each grant of an award pursuant to the Plan
will be duly authorized.

            The opinion expressed above is limited to the laws of the State of
Texas, the Delaware General Corporation Law and the federal laws of the United
States of America. I am not admitted to the practice of law in the State of
Delaware.






Exhibit 5
Page 2


            I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come into the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.

                                             Sincerely,

                                             /s/ THOMAS H. WELCH, JR.
                                             Thomas H. Welch, Jr.
                                             Vice President - Legal

EX-23.1

                                                                    EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 14, 2002
relating to the consolidated financial statements and financial statement
schedule, which appears on page 31 of the Dell Computer Corporation Annual
Report on Form 10-K, for the year ended February 1, 2002.

/s/ PRICEWATERHOUSECOOPERS

Austin, Texas
October 4, 2002