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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JANUARY 29, 1999

COMMISSION FILE NUMBER: 0-17017

DELL COMPUTER CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE 74-2487834

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

ONE DELL WAY, ROUND ROCK, TEXAS 78682-2244

(Address, including Zip Code, of registrant's principal executive offices)

(512) 338-4400

(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, par value $.01 per share

Preferred Stock Purchase Rights

Indicate by check mark whether the registrant (1) has filed all reports required

to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during

the preceding 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405

of Regulation S-K is not contained herein, and will not be contained, to the

best of registrant's knowledge, in definitive proxy or information statements

incorporated by reference in Part III of this Form 10-K or any amendment to this

Form 10-K. [ ]

AGGREGATE MARKET VALUE OF COMMON STOCK HELD BY

NON-AFFILIATES OF THE REGISTRANT AS OF MARCH 31, 1999..... $88,625,556,895

NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MARCH 31,

1999...................................................... 2,536,184,711

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report, to the extent not set forth

herein, is incorporated by reference from the Registrant's definitive proxy

statement relating to the annual meeting of stockholders to be held in 1999,

which definitive proxy statement shall be filed with the Securities and Exchange

Commission within 120 days after the end of the fiscal year to which this Report

relates.

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STATEMENTS IN THIS REPORT THAT RELATE TO FUTURE RESULTS AND EVENTS ARE BASED ON

THE COMPANY'S CURRENT EXPECTATIONS. ACTUAL RESULTS IN FUTURE PERIODS MAY DIFFER

MATERIALLY FROM THOSE CURRENTLY EXPECTED OR DESIRED BECAUSE OF A NUMBER OF RISKS

AND UNCERTAINTIES. FOR A DISCUSSION OF FACTORS AFFECTING THE COMPANY'S BUSINESS

AND PROSPECTS, SEE "ITEM 1 -- FACTORS AFFECTING THE COMPANY'S BUSINESS AND

PROSPECTS."

PART I

ITEM 1 -- BUSINESS

GENERAL

Dell Computer Corporation (the "Company") is the world's largest direct computer

systems company, with revenue of $18.2 billion for the fiscal year ended January

29, 1999. The Company was founded in 1984 by Michael Dell on a simple concept:

By selling computer systems directly to customers, the Company could most

efficiently understand and satisfy the computing needs of customers. The Company