FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DELL MICHAEL S 		2. Issuer Name and Ticker or Trading Symbol

DELL INC [ DELL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

C/O DELL INC., ONE DELL WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/29/2013
(Street)

ROUND ROCK, TX 78682
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   10/29/2013     J (1)    246314551   D   (1) 0   D  
 
Common Stock   10/29/2013     J (1)    26984832   D   (1) 0   I   Spouse's Property Trust   (2)
Common Stock   10/29/2013     D (3)    33582   D   (3) 0   I   By 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Pursuant to the Rollover and Equity Financing Commitment Letter, dated February 5, 2013, as amended (the "MD Commitment Letter"), among the reporting person and his spouse's separate property trust (the "MD Investors") and Denali Holding Inc. ("Parent"), the MD Investors contributed these shares to Parent (the "Rollover") in exchange for a number of shares of Parent's common stock calculated in accordance with the MD Commitment Letter, and effective as of the effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of February 5, 2013, as amended (the Merger Agreement"), among Dell Inc., Parent, Denali Intermediate Inc. and Denali Acquiror Inc. For the purposes of the Rollover, the MD Investors' shares were valued at $12.51 per share.
( 2)  Pursuant to Rule 16a-1, Mr. Dell declares that filing this Form is not an admission of his beneficial ownership of these shares.
( 3)  Pursuant to the Merger Agreement, these shares were canceled and converted into the right to receive $13.75 in cash, without interest, less any applicable withholding taxes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DELL MICHAEL S
C/O DELL INC.
ONE DELL WAY
ROUND ROCK, TX 78682 		X
Chairman and CEO

Signatures
/s/ Janet B. Wright, Attorney-in-Fact 10/31/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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