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                                                                    EXHIBIT 3.2

                           DELL COMPUTER CORPORATION

              AMENDMENTS TO BYLAWS AND ADOPTION OF RESTATED BYLAWS

WHEREAS, the Board of Directors of the Company deems it advisable and in the
best interests of the Company and its stockholders to amend the Bylaws of the
Company (the "Bylaws");

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 a vote of a majority of the
directors;

WHEREAS, the Board of Directors deems it desirable and convenient for the
administration of the Company to restate the Bylaws, incorporating therein the
amendments set forth below and all amendments to the Bylaws previously adopted
by the Board of Directors and making various non-substantive changes therein
(such as page numbers and references thereto in the Table of Contents);

NOW, THEREFORE BE IT RESOLVED AS FOLLOWS:

         (a)   The Bylaws are amended as follows:

               (1)        Section 2 of Article II is hereby amended by deleting
               the title thereof and replacing it with the following title
               (making the corresponding change to the Table of Contents):

                          Section 2.  Quorum; Adjournment and Postponement of
                          Meetings; Vote Required.

               (2)        Section 2 of Article II is hereby amended by adding
               the following sentence to the end of the second paragraph
               thereof:

                          Any previously scheduled meeting of stockholders may
                          be postponed by resolution of the Board of Directors
                          upon public notice given prior to the date previously
                          scheduled for such meeting of stockholders.

               (3)        Section 9 of Article II is hereby amended by adding
               the following sentence to the end of the second paragraph
               thereof:

                          The chairman of the meeting shall fix and announce at
                          the meeting the date and time of the opening and the
                          closing of the polls for each matter upon which the
                          stockholders will vote at the meeting.
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               (4)        Section 10 of Article II is hereby amended by
               deleting such provision in its entirety and replacing it with
               the following:

                          Section 10.      Conduct of Meetings.  Unless
                          otherwise determined by resolution of the Board of
                          Directors, the Chairman of the Board shall, or shall
                          designate an appropriate officer of the Corporation
                          to, call any annual or special meeting of
                          stockholders to order, act as chairman of any such
                          meeting and determine the rules of order and
                          procedure to be followed in the conduct of any such
                          meeting. The Secretary or an Assistant Secretary (if
                          the Secretary is absent, is otherwise unable to act
                          or delegates such duties to such Assistant Secretary)
                          shall act as Secretary of each meeting of
                          stockholders.

         (b)   The Restated Bylaws attached hereto as Exhibit A (including any
         and all additional amendments effected thereby) are hereby approved and
         adopted as the Bylaws of the Company and henceforth may be referred to
         as, and may be presented as, the Bylaws of the Company; and the
         Secretary is authorized and directed to insert a copy thereof into the
         records of the Company where the Company's organizational documents
         are held.