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                                                                   EXHIBIT 10.3


                                FIRST AMENDMENT

                                       TO

                           DELL COMPUTER CORPORATION

                                 INCENTIVE PLAN

         Dell Computer Corporation (the "Company"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"), hereby adopts an amendment to the Dell Computer
Corporation Incentive Plan (the "Incentive Plan"), as specified below.

                                    RECITALS

         A.      The Incentive Plan was submitted to, and approved by, the
stockholders of the Company at the Company's Annual Meeting of Stockholders
held on June 22, 1994.  Following such approval, the Incentive Plan was adopted
by the Company effective June 22, 1994.

         B.      The Board of Directors of the Company (the "Board"), acting at
a meeting duly called and held on May 18, 1995 in accordance with the
applicable provisions of the DGCL and the Company's Bylaws, did duly adopt
resolutions (1) approving the amendment to the Incentive Plan described herein
(subject to the approval of such amendment by the stockholders of the Company),
(2) directing that such amendment be submitted to the stockholders of the
Company for consideration at the Company's Annual Meeting of Stockholders held
on July 21, 1995 and (3) directing that, upon approval and adoption of such
amendment by the stockholders of the Company, the Incentive Plan be amended as
described herein.

         C.      The stockholders of the Company, acting at the Company's
Annual Meeting of Stockholders duly called and held on July 21, 1995 in
accordance with the applicable provisions of the DGCL and the Company's Bylaws,
did duly consent to, approve and adopt the amendment to the Incentive Plan
described herein and approved the Incentive Plan, as so amended.

         Now, therefore, the Company hereby adopts the following amendment to
the Incentive Plan:

         1.      Increase In Number Of Authorized Shares.  Section 2.1 of the
Incentive Plan is hereby amended by replacing the number "4,500,923" in such
provision with the number "8,500,923."

         2.      Increase In Minimum Exercise Price Of Nonstatutory Options And
SARS.

                 (a)      Section 1.43 of the Incentive Plan is hereby amended
by replacing the words "fifty percent" in such provision with the words
"seventy-five percent."

                 (b)      Section 6.4 of the Incentive Plan is hereby amended
by replacing the words "fifty percent" in the last sentence of such provision
with the words "seventy-five percent."





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         3.      No Effect On Other Provisions.  Except as described in
Paragraphs 1 and 2 above, the terms, conditions and provisions of the Incentive
Plan shall remain in full force and effect and shall be unaffected by this
amendment.

         4.      Effective Date Of Amendment.  This amendment, and the changes
to the provisions of the Incentive Plan effected hereby, shall be effective as
of July 21, 1995.

         In witness whereof, the Company, acting by and through its duly
authorized officer, has executed this instrument to be effective as of the date
specified in Paragraph 4 above.

                                     DELL COMPUTER CORPORATION


                                     By:  /s/ MICHAEL S. DELL
                                              Michael S. Dell,
                                              Chairman of the Board and
                                               Chief Executive Officer

Attest:


/s/ THOMAS H. WELCH, JR.
Thomas H. Welch, Jr.,
Assistant Secretary





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