SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SOUTHEASTERN ASSET MANAGEMENT INC/TN/ (Last) (First) (Middle) 6410 POPLAR AVENUE SUITE 900 (Street) MEMPHIS TN 38119 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/09/2013	3. Issuer Name and Ticker or Trading Symbol DELL INC [ Dell ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) member of 10% owner group	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

On May 10, 2013, Southeastern Asset Management, Inc. (the "Reporting Person") filed Amendment No. 4 to its Schedule 13D (as so amended, the "Schedule 13D") reporting beneficial ownership, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 121,149,658 outstanding shares of the Issuer's common stock and an additional 25,000,000 shares issuable upon the exercise of currently exercisable options. In addition, the Reporting Person acknowledged its membership in a group with the Icahn Parties (as defined in the Schedule 13D) and may be deemed to beneficially own 226,617,980 shares, constituting approximately 12.7% of shares outstanding. The Reporting Person has no pecuniary interest in any such shares and expressly disclaims beneficial ownership of such shares for all purposes of Section 16 of the Exchange Act other than Rule 16a-1(a)(1) thereunder. In addition, the Reporting Person has no pecuniary interest in and expressly disclaims beneficial ownership of all shares beneficially owned by the Icahn Parties.

No securities are beneficially owned.

	/s/ Andrew R. McCarroll, General Counsel, Southeastern Asset Management, Inc.	05/17/2013
	** 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 5 (b)(v).
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