Company Name: Dell Inc.
Public Availability Date: April 13, 2006

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

March 24, 2006

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, NE
Washington, D.C. 20549

Re: Dell Inc. Stockholder Proposal Submitted by Abtin Shakouri, Dated March 9, 2006

Ladies and Gentlemen:

This letter is submitted by the undersigned on behalf of Dell Inc. (the "Company") pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934.

On March 13, 2006, the Company received a proposal from Abtin Shakouri, dated March 9, 2006, for inclusion in its proxy materials for its 2006 Annual Meeting of Stockholders. The proposal (a complete copy of which is attached as Exhibit A) requests the Company "to incorporate [processors manufactured by Advanced Micro Devices, Inc.] in its product lines of Desktops, Notebooks and Servers." For the reasons set forth below, the Company intends to omit Mr. Shakouri's proposal from its 2006 proxy statement.

The proposal may be properly omitted from the Company's 2006 proxy statement because Mr. Shakouri has failed to meet the deadline for submission of proposals under Rule 14a-8(e)Under Rule 14a-8(e), a stockholder desiring to submit a proposal for inclusion in a company's proxy materials must submit the proposal prior to the deadline set forth in the proxy materials for the previous year. In the instant case, the deadline for submitting proposals for inclusion in the Company's upcoming proxy statement, calculated in accordance with Rule 14a-8(e)(2), was February 3, 2006. That deadline, as well as instructions on how to submit a proposal, can be found on page 37 of the Company's 2005 proxy statement. Mr. Shakouri's proposal was received by the Company on March 13, 2006, more than a month past the published deadline.

Timing of response and filingRule 14a-8 establishes two relevant response and filing timeframes for dealing with stockholder proposals. First, under Rule 14a-8(f), within 14 calendar days of receiving the proposal, the company must notify the person submitting the proposal of any procedural or eligibility deficiencies, unless the deficiency cannot be remedied (such as a failure to submit the proposal timely). Second, under Rule 14a-8(j), if the company intends to exclude the proposal from its proxy materials, it must file its reasons with the Commission no later than 80 calendar days before it files its definitive proxy statement and form of proxy with the Commission unless the company demonstrates good cause for missing the deadline.

The Company's 2006 annual meeting of stockholders is currently scheduled for July 21, 2006, and the Company anticipates that it will file definitive proxy materials for that meeting on or before June 2, 2006. The Company acknowledges that this letter is being sent less than 80 calendar days prior to that anticipated filing date. The Company received Mr. Shakouri's proposal on March 13, 2006, well past the published deadline for the submission of stockholder proposals and 79 days prior to the anticipated filing date of its proxy materials, and we believe that this late receipt is good cause for missing the deadline as described in 14a-8(j). The Company has responded within 14 calendar days of receiving Mr. Shakouri's proposal.

ConclusionFor the foregoing reasons, we request your confirmation that the Staff will not recommend any enforcement action to the Commission due to the exclusion of Mr. Shakouri's proposal from the Company's 2006 proxy materials. If for any reason the Staff does not agree with our conclusions, as set forth herein, the undersigned would like to meet with the Staff to discuss the issues presented by this letter. If the Staff has any questions or has formulated a response to this request, please contact the undersigned by telephone at 512-728-0587 or by facsimile at 512-283-0587.

Please acknowledge receipt of this filing by date-stamping the enclosed copy of this letter and returning it to the undersigned in the accompanying envelope.

Sincerely,

/s/

Thomas H. Welch, Jr.
Vice President - Legal
General Corporate Counsel

Enclosures

cc: Abtin Shakouri

Dell Shareholder Proposal

WHEREAS, Advanced Micro Devices processors have repeatedly outperformed Intel processors on price as well as performance. Dell's exclusive relationship with Intel Corporation has jeopardized Dell's market share in the Desktop, Notebook and Server market. Technology Review sites have repeatedly tested Intel and MD processors and in almost every instance AMD outperforms Intel Chips as regard to price as well as performance and power efficiency.

RESOLVED, To better compete with Personal Computer suppliers such as HP/Compaq, Gateway/E-Machine and Apple. To provide a first-class product line for consumers as well as lower prices and greater performance. Dell is mandated within three to six months to incorporate AMD based processors in its product lines of Desktops, Notebooks and Servers.

[INQUIRY LETTER]

March 28, 2006

Thomas H. Welch, Jr.
Vice President - Legal
General Corporate Counsel
Dell Inc.
One Dell Way
Round Rock, Texas 78682-2244

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, NE
Washington, D.C. 20549

Re: Response to Dell Inc. Stockholder Proposal Submitted by Thomas H. Welch, Jr. March 24, 2006

Mr. Thomas H. Welch, Jr.

I am in receipt of your letter dated March 24, 2006, stating as to my proposal not meeting the deadline of February 3, 2006. However, I would like to inform you as well as the SEC, that I have tried on numerous occasions over the past year to include my proposal on your proxy statement. I have e-mails as early as June 3, 2005 stating my intention as to submitting my proposal. I also called and wrote several letters to Lynn A. Tyson, VP Investor Relations & Corporate Communications, stating my intention in submitting my proposal to the upcoming proxy. I think that it is odd that my letters, e-mails and calls have gone unanswered until now, when the deadline has already passed for the upcoming proxy statement. Enclosed you will find my e-mails to your company, stating my intention in submitting a proposal. I would also like to let you know that I have forwarded this letter, with my e-mails and your original letter dated March 24, 2006 to the Securities and Exchange Commission. I believe that it unfair to omit my proposal. I have tried to submit my proposal numerous times over the past year and the fault should lie with your Investors Relations, I believe I wrote six e-mails, called their office five to six times and mailed them my proposals several times over the last year. Your office can check with Lynn A. Tyson regarding my e-mails, calls and letters concerning my proposal

Sincerely,

/s/

Abtin Shakouri
1016 Centinela Avenue
Santa Monica, CA 90403
Ashakouril@gmail.com
Tel: 310-570-7336

Enclosure

[STAFF REPLY LETTER]

April 13, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Dell Inc. Incoming letter dated March 24, 2006

The proposal relates to product lines.

There appears to be some basis for your view that Dell may exclude the proposal under rule 14a-8(e)(2) because Dell received it after the deadline for submitting proposals. We note your representation that Dell received the proposal after this deadline. Accordingly, we will not recommend enforcement action to the Commission if Dell omits the proposal from its proxy materials in reliance on rule 14a-8(e)(2).

We note that Dell did not file its statement of objections to including the proposal in its proxy materials at least 80 days before the date on which it will file definitive proxy materials as required by rule 14a-8(j)(1). Noting the circumstances of the delay, we grant Dell's request that the 80-day requirement be waived.

Sincerely,

/s/

Mark F. Vilardo
Special Counsel