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                                                                     EXHIBIT 3.4


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                           DELL COMPUTER CORPORATION


Dell Computer Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

FIRST:      The Board of Directors of the Corporation (the "Board"), acting at
            a meeting duly called and held on April 30, 1992, did duly consent
            to, approve and adopt the following resolution:

                     RESOLVED, that the Board recommends to the Shareholders an
                     increase in the number of shares of Common Stock (par
                     value $.01) which the Company has authority to issue from
                     fifty million shares to one hundred million shares.

SECOND:     The stockholders of the Corporation, acting at the Corporation's
            Annual Meeting of Stockholders duly called and held on June 18,
            1992, did duly consent to, approve and adopt the aforementioned
            amendment to the Certificate of Incorporation of the Corporation in
            the following form:

                     Article Fourth of the Certificate of Incorporation as
                     amended shall read in its entirety as follows:

                             "FOURTH: The total number of shares of capital
                             stock of the Corporation shall be one hundred five
                             million (105,000,000), which shall consist of five
                             million (5,000,000) shares of Preferred Stock, of
                             the par value of $0.01 per share, and one hundred
                             million (100,000,000) shares of Common Stock, of
                             the par value of $0.01 per share."

THIRD:      The aforesaid amendment has been duly adopted in accordance with
            the provisions of Section 242 of the General Corporation Law of the
            State of Delaware.





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IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed on
its behalf by Michael S. Dell, the Chairman of its Board of Directors and its
Chief Executive Officer, and attested to by Richard E. Salwen, its Secretary,
this 19th day of June, 1992.

                                      Dell Computer Corporation


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


Attest:


/s/ RICHARD E. SALWEN   
-----------------------------
Richard E. Salwen, Secretary





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