8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 19, 2008
______________

Dell Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-17017	74-2487834
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Dell Way, Round Rock, Texas 78682

(Address of principal executive offices)  (zip code)

Registrant’s telephone number, including area code:  (512) 338-4400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(b)	On May 19, 2008, Donald J. Carty, Vice Chairman and Chief Financial Officer, gave notice of his intention to resign from that position effective June 13, 2008. Mr. Carty has been a member of the company’s board of directors since 1992 and will continue in that capacity.
(c)	On May 19, 2008, the company announced that Brian T. Gladden will join Dell effective May 20, 2008, as Senior Vice President and, effective June 13, 2008, Chief Financial Officer. Mr. Gladden, age 43, has been President and Chief Executive Officer of SABIC Innovative Plastics, a business unit of Saudi Basic Industries Corporation (SABIC), since its formation in August 2007. His previous experience includes nearly 20 years with General Electric (GE) in a variety of financial and management leadership roles. From August 2005 until August 2007, Mr. Gladden was the Vice President and General Manager for the GE Plastics resins business. From 2002 until August 2005, Mr. Gladden served as Chief Financial Officer of GE Plastics. Prior roles include Vice President and Chief Financial Officer of GE Medical Systems Healthcare IT business. He received a Bachelor of Science degree in business administration and finance from Millersville University in Millersville, Pa.
	The Leadership Development and Compensation Committee of the company’s board of directors has approved the following compensation arrangements for Mr. Gladden: (1) annual base salary of $700,000; (2) a minimum target bonus of 100% salary for fiscal 2009, which will be payable in March 2009 under the company’s Executive Annual Incentive Bonus Plan; (3) a sign-on bonus of $2,000,000; and (4) a grant of 922,000 nonqualified stock options and a grant of 223,000 restricted stock units. The exercise price of the options will be equal to the closing price of the company’s common stock on the date of grant. Both the options and restricted stock units will vest ratably over three years. The equity awards will be made pursuant to the company’s 2002 Long-Term Incentive Plan and will be granted on the date Mr. Gladden’s employment commences.
	In connection with his appointment, the company entered into the standard executive officer Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement that includes certain severance benefits. If Mr. Gladden’s employment is terminated without good cause he will receive a cash severance payment equal to one year’s base salary and target bonus. In addition, he agreed to certain noncompetition and nonsolicitation obligations for a period of 12 months following his termination of employment.
	The company also entered into a standard employment agreement with Mr. Gladden that is substantially the same as those signed by all Dell employees upon commencement of employment. This standard employment agreement primarily addresses intellectual property and confidential and proprietary information matters, and does not contain provisions regarding compensation or continued employment.

A copy of the company's press release announcing Mr. Gladden’s appointment and Mr. Carty’s resignation is attached hereto as Exhibit 99.1.

Item 9.01 — Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Press Release, dated May 19, 2008, announcing appointment of Brian T. Gladden as Senior Vice President and Chief Financial Officer and resignation of Donald J. Carty as Vice Chairman and Chief Financial Officer

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DELL INC.
Date:	May 19, 2008	By:	/s/ Janet B. Wright
			Janet B. Wright
			Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release, dated May 19, 2008, announcing appointment of Brian T. Gladden as Senior Vice President and Chief Finanical officer and resignation of Donald J. Carty as Vice Chairman and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Dell to Appoint Brian Gladden Chief Financial Officer

CFO Don Carty Continues as a Director

ROUND ROCK, Texas--(BUSINESS WIRE)--Dell (NASDAQ:DELL) today announced that Brian Gladden will succeed Don Carty, vice chairman and Chief Financial Officer, as senior vice president and CFO effective June 13, 2008. Mr. Carty has resigned, effective June 13. He will remain a member of the board of directors, which he joined in 1992.

Mr. Gladden joins Dell May 20 as Senior Vice President and will assume the CFO role when Mr. Carty leaves on June 13. Reporting to Michael Dell, CEO and chairman, Mr. Gladden will be responsible for all aspects of Dell’s finance function including accounting, financial planning and analysis, tax, treasury, audit, and investor relations.

Prior to joining Dell, Mr. Gladden was President and Chief Executive Officer of SABIC Innovative Plastics Holding BV, formerly GE Plastics, and among the world's largest producers of high-performance polymers used by electronics, office equipment, computer, and automotive manufacturers.

“Don has played a key role in reestablishing transparency and integrity in our financial practices and we are extremely grateful to have had his leadership. We look forward to his continuing contributions and experience.” said Mr. Dell. “We look forward to welcoming Brian as an operationally focused CFO whose skills in running multi-billion-dollar enterprises and substantial experience with an industry leader make him an ideal fit for the global economies in which we operate.”

“I am excited to be joining Dell at a time of transformation,” said Mr. Gladden. “Don has led an exceptional finance team, driving a culture of accountability and operational control. I look forward to contributing with the aim of maximizing long-term shareholder value.”

Mr. Gladden’s responsibilities as President and CEO of SABIC Innovative Plastics Holding BV spanned a global organization with revenues of $7 billion and some 10,000 employees operating 60 manufacturing and technology facilities in 20 countries.

His previous experience includes nearly 20 years with General Electric (GE) in a variety of financial and management leadership roles. He served as Vice President and General Manager of GE Plastics’ resin business; CFO of GE Plastics; and, Vice President and CFO of GE Medical Systems Healthcare IT business during his career with the company. He was named a GE corporate officer in 2002 while CFO of GE Plastics and had formerly served on GE’s corporate audit staff for five years.

Mr. Gladden received a Bachelor of Science degree in business administration and finance from Millersville University in Millersville, Pa.

About Dell

Dell Inc. (NASDAQ:DELL) listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by its direct business model, Dell is a leading global systems and services company and No. 34 on the Fortune 500. For more information, visit www.dell.com, or to communicate directly with Dell via a variety of online channels, go to www.dell.com/dellshares. To get Dell news direct, visit www.dell.com/RSS.

CONTACT:
Dell Inc.
Media Relations:
David Frink, 512-728-2678
david_frink@dell.com
or
Jess Blackburn, 512-728-8295
jess_blackburn@dell.com
or
Investor Relations:
Lynn A. Tyson, 512-723-1130
lynn_tyson@dell.com
or
Robert Williams, 512-728-7570
robert_williams@dell.com