8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): January 23, 2009
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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 2.02  Results of Operations and Financial Condition

On January 28, 2009, Dell Inc. issued a press release with respect to its anticipated financial results for the company’s fiscal quarter ending January 30, 2009.  A copy of the press release is furnished as Exhibit 99.1 to this report.

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

(e) On January 28, 2009, Dell Inc. issued a press release announcing that on January 23, 2009, Dell approved accelerated vesting of certain unvested stock options previously awarded to certain employees and non-employee Directors under its stock based compensation plans, including the following officers: Brian T. Gladden, Ronald G. Garriques and Thomas W. Sweet, and the following members of the Board of Directors: Donald J. Carty, William H. Gray, III, Sallie L. Krawcheck, Alan (A.G.) Lafley, Judy C. Lewent, Thomas W. Luce, III, Klaus S. Luft, Michael A. Miles and Sam Nunn. The company is fully vesting previously awarded stock options that have exercise prices higher than $10.14, the closing price of Dell common stock on January 23, 2009, the effective date of the acceleration. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01  Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit 99.1 – Press Release issued by Dell Inc., dated January 28, 2009.

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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:	January 28, 2009	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 issued by Dell Inc., dated January 28, 2009.

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EX-99.1

Exhibit 99.1

Dell Announces Anticipated Q4 Expense Toward $3 Billion in Cost Reductions by End of Fiscal 2011

Company also accelerates vesting of ‘out-of-the-money’ stock options

ROUND ROCK, Texas--(BUSINESS WIRE)--January 28, 2009--Dell said the company’s fiscal fourth-quarter 2009 results will include expenses related to continued improvement in its competitive position, part of $3 billion in planned cost reductions by the end of fiscal 2011.

The company expects to recognize an estimated pretax expense of $135 million to further optimize Dell’s global manufacturing and distribution network and to reduce the size of its workforce. Included in the expense is a previously announced migration of production of computer systems for customers in Europe, the Middle East and Africa to another Dell operation and to contract manufacturing partners by the start of fiscal 2011.

Separately, Dell will incur a pretax, noncash expense of an estimated $145 million related to stock-based compensation, including $106 million for accelerated vesting of previously awarded options. The acceleration, effective Jan. 23, covers 20.9 million shares with a weighted-average exercise price of $22.03. The action means Dell will recognize all expenses associated with these options in Q4, rather than over time. The remaining stock expense is for the annual true-up of full-year, stock-based compensation forfeitures.

Together the cost-reduction and stock-based compensation expenses will total about $280 million pretax, or 11 cents per share. The company will announce its Q4 and full fiscal-year 2009 financial results on Feb. 26.

Dell’s plan to reduce costs by $3 billion was first announced in March 2008. The company said it will take additional cost-reduction steps during its fiscal 2010, which begins Jan. 31.

About Dell

Dell Inc. (NASDAQ: DELL) listens to customers and delivers innovative technology and services they trust and value.

Special Note

Statements in this press release that relate to future results and events (including statements about our future financial and operating performance) are forward-looking statements based on Dell's current expectations. Actual results and events in future periods could differ materially from those projected in these forward-looking statements because of a number of risks and uncertainties, including: general economic, business and industry conditions; our ability to re-establish a cost advantage over our competitors; our ability to generate substantial non-U.S. net revenue; our ability to accurately predict product, customer and geographic sales mix and seasonal sales trends; information technology and manufacturing infrastructure failures; our ability to effectively manage periodic product transitions; disruptions in component or product availability; our reliance on third-party suppliers for quality product components, including reliance on several single-source or limited-source suppliers; our ability to access the capital markets; unfavorable results of legal proceedings; our ability to properly manage the distribution of our products and services; the success of our cost-cutting measures; our ability to effectively hedge our exposure to fluctuations in foreign currency exchange rates and interest rates; counterparty default risks; our ability to obtain licenses to intellectual property developed by others on commercially reasonable and competitive terms; our ability to attract, retain and motivate key personnel; loss of government contracts; expiration of tax holidays or favorable tax rate structures; changing environmental laws; and the effect of armed hostilities, terrorism, natural disasters and public health issues. For a discussion of those and other factors affecting our business and prospects, see Dell’s periodic filings with the Securities and Exchange Commission. We assume no obligation to update forward-looking statements.

Dell is a trademark of Dell. Dell disclaims proprietary interest in the marks or names of others.

CONTACT:
Dell Inc., Round Rock
Media Contacts: 512-728-4100
David Frink, 512-728-2678
david_frink@dell.com
or
Jess Blackburn, 512-728-8295
jess_blackburn@dell.com
or
Investor Relations Contacts:
Lynn Tyson, 512-723-1130
lynn_tyson@dell.com
or
Robert Williams, 512-728-7570
robert_williams@dell.com