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                                                                    EXHIBIT 3.10


                          DELL COMPUTER CORPORATION
                                      
                             AMENDMENTS TO BYLAWS


WHEREAS, the Board of Directors of the Company deems it advisable and in the
best interests of the Company to amend the Bylaws of the Company (as heretofore
amended, the "Bylaws") in certain respects; and

WHEREAS, in accordance with Article IX of the Bylaws, the Board of Directors is
(subject to certain exceptions specified therein) authorized to amend the
Bylaws, without any action by the stockholders, by the vote of a majority of
the directors;

NOW, THEREFORE, BE IT RESOLVED, that the Bylaws are hereby amended as follows:

                 a.       Article II, Section 2 of the Bylaws is hereby
                 amended by deleting such provision in its entirety and
                 substituting the following in lieu thereof:

                          "Section 2.  Quorum; Adjournment; Vote Required.
                 Unless otherwise required by law or provided in the
                 Certificate of Incorporation or these bylaws, the presence, in
                 person or represented by proxy, of the holders of a majority
                 of the voting power of the shares of capital stock of the
                 Corporation entitled to vote on any matter shall constitute a
                 quorum for the purpose of considering such matter at a meeting
                 of the stockholders.

                          If a meeting of stockholders cannot be organized
                 because a quorum has not attended, the stockholders entitled
                 to vote thereat, present in person or represented by proxy,
                 shall have the power to adjourn such meeting from time to
                 time, without notice other than announcement at the meeting at
                 which the adjournment is taken of the time and place of the
                 adjourned meeting, until a quorum shall be present and
                 represented.  Furthermore, after a meeting has been duly
                 organized, the chairman of the meeting or the holders of a
                 majority of the voting power of the shares of capital stock of
                 the Corporation present in person or represented by proxy at
                 the meeting shall have the power to adjourn the meeting from
                 time to time, without notice other than announcement at the
                 meeting at which the adjournment is taken of the time and
                 place of the adjourned meeting.  When a meeting is adjourned
                 to another time or place, notice need not be given of the
                 adjourned meeting if the time and place thereof are announced
                 at the meeting at which the adjournment is taken.  If the
                 adjournment is for more than thirty (30) days, or if after 
                 adjournment a new record date is fixed for the adjourned
                 meeting, a notice of the adjourned meeting shall be given to
                 each stockholder of record entitled to vote at the meeting.
                 At any adjourned meeting at which a quorum shall be present or
                 represented, the Corporation may transact any business which
                 might have been transacted at the original meeting.  The
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                 stockholders present at a duly organized meeting may continue
                 to transact business until adjournment, notwithstanding the
                 withdrawal from the meeting of a sufficient number of
                 stockholders such that the number of stockholders that
                 continue to be present or represented by proxy at the meeting
                 is less than a quorum.

                          Unless otherwise required by law or provided in the 
                 Certificate of Incorporation or these bylaws, in all matters 
                 other than the election of directors, the affirmative vote of 
                 the holders of a majority of the voting power of the shares of
                 capital stock of the Corporation present in person or 
                 represented by proxy at the meeting and entitled to vote on 
                 the subject matter shall be the act of the stockholders.  
                 Directors of the Corporation shall be elected by a plurality 
                 of votes of the shares present in person or represented by 
                 proxy at the meeting and entitled to vote on the election of 
                 directors."

                 b.       Article II, Section 3 of the Bylaws is hereby amended
                 by deleting such provision in its entirety and substituting
                 the following in lieu thereof:

                          "Section 3.  Annual Meetings.  An annual meeting of
                 stockholders shall be held for the election of directors
                 on such date in each year and at such time as shall be
                 designated by the Board of Directors.  An annual meeting shall
                 be held at such place, within or without the State of
                 Delaware, as shall be determined by the Board of Directors.
                 At each annual meeting, the stockholders shall elect by a
                 plurality vote the successors of the directors whose terms
                 expire at such meeting, and shall transact such other business
                 as may be properly brought before the meeting.  A failure to
                 hold the annual meeting at the designated time or to elect a
                 sufficient number of directors to conduct the business of the
                 Corporation shall not affect otherwise valid corporate acts or
                 work a forfeiture or dissolution of the Corporation, except as
                 otherwise required by law."