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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED APRIL 28, 1996

COMMISSION FILE NUMBER:0-17017

DELL COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 74-2487834
(State of incorporation) (I.R.S. Employer ID No.)

2214 WEST BRAKER LANE, SUITE D
AUSTIN, TEXAS 78758-4053
(Address of principal executive offices)
(512) 338-4400
(Telephone number)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING TWELVE MONTHS AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO [ ]

AS OF JUNE 4, 1996, 89,646,697 SHARES OF THE REGISTRANT'S COMMON STOCK, PAR
VALUE $.01 PER SHARE, WERE OUTSTANDING.

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PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements

DELL COMPUTER CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(in millions, except share data)
(unaudited)

ASSETS

April 28, January 28,
1996 1996
---------- -----------

Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 66 $ 55
Marketable securities . . . . . . . . . . . . . . . . . . . 787 591
Accounts receivable, net . . . . . . . . . . . . . . . . . 778 726
Inventories . . . . . . . . . . . . . . . . . . . . . . . . 252 429
Other current assets . . . . . . . . . . . . . . . . . . . 147 156
---------- ----------
Total current assets . . . . . . . . . . . . . . . . 2,030 1,957
Property, plant and equipment, net . . . . . . . . . . . . . . 198 179
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . 12 12
---------- ----------
$ 2,240 $ 2,148
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . $ 609 $ 466
Accrued and other liabilities . . . . . . . . . . . . . . . 396 473
---------- ----------
Total current liabilities . . . . . . . . . . . . . . . 1,005 939
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . 113 113
Deferred profit on warranty contracts . . . . . . . . . . . . 153 116
Other liabilities . . . . . . . . . . . . . . . . . . . . . . 7 7
Commitments and contingencies . . . . . . . . . . . . . . . . -- --
---------- ----------
Total liabilities . . . . . . . . . . . . . . . . . 1,278 1,175
---------- ----------
Put options . . . . . . . . . . . . . . . . . . . . . . . . . 172 --
---------- ----------
Stockholders' equity:
Preferred stock and capital in excess of $.01 par value; shares
authorized: 5,000,000; shares issued and outstanding:
60,000 . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6
Common stock and capital in excess of $.01 par value; shares
authorized: 300,000,000; shares issued: 93,702,883 and
93,446,607, respectively . . . . . . . . . . . . . . . . 261 430
Retained earnings . . . . . . . . . . . . . . . . . . . . . 652 570
Common treasury stock, at cost: 3,278,580 shares . . . . . (100) --
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . (29) (33)
--------- ----------
Total stockholders' equity . . . . . . . . . . . . . 790 973
--------- ----------
$ 2,240 $ 2,148
========= ==========

The accompanying notes are an integral part of these condensed
consolidated financial statements.

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DELL COMPUTER CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF INCOME
(in millions, except per share data)
(unaudited)

Three Months Ended
---------------------------
April 28, April 30,
1996 1995
----------- -----------

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,638 $ 1,136
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . 1,319 900
----------- -----------
Gross margin . . . . . . . . . . . . . . . . . . . . . . . 319 236
----------- -----------
Operating expenses:
Selling, general and administrative . . . . . . . . . . . . 182 127
Research, development and engineering . . . . . . . . . . . 25 21
----------- -----------
Total operating expenses . . . . . . . . . . . . . . . . 207 148
----------- -----------
Operating income . . . . . . . . . . . . . . . . . . . . 112 88
Financing and other income (expense), net . . . . . . . . . . 4 (1)
----------- -----------
Income before income taxes . . . . . . . . . . . . . . . . 116 87
Provision for income taxes . . . . . . . . . . . . . . . . . . 34 25
----------- -----------
Net income . . . . . . . . . . . . . . . . . . . . . . . . 82 62
Preferred stock dividends . . . . . . . . . . . . . . . . . . -- 12
----------- -----------
Net income available to common stockholders . . . . . . . . . $ 82 $ 50
=========== ===========
Earnings per common share:
Primary . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.84 $ 0.55
=========== ===========
Fully diluted . . . . . . . . . . . . . . . . . . . . . . . $ 0.84 $ 0.53
=========== ===========

The accompanying notes are an integral part of these condensed
consolidated financial statements.

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DELL COMPUTER CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(unaudited)

Three Months Ended
----------------------------
April 28, April 30,
1996 1995
---------- ----------

Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 82 $ 62
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization . . . . . . . . . . . . . . 10 9
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 3 --
Changes in:
Operating working capital . . . . . . . . . . . . . . . . 203 (63)
Non-current assets and liabilities . . . . . . . . . . . 36 2
---------- ----------
Net cash provided by operating activities . . . . . 334 10
---------- ----------
Cash flows from investing activities:
Marketable securities:
Purchases . . . . . . . . . . . . . . . . . . . . . . . . (1,851) (1,191)
Maturities and other redemptions . . . . . . . . . . . . 1,445 1,253
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . 209 2
Capital expenditures . . . . . . . . . . . . . . . . . . . (31) (14)
---------- ----------
Net cash (used in) provided by investing activities (228) 50
---------- ----------
Cash flows from financing activities:
Preferred stock dividends paid . . . . . . . . . . . . . . -- (13)
Issuance of common stock under employee plans . . . . . . . 4 7
Purchases of treasury stock . . . . . . . . . . . . . . . . (100) --
---------- ----------
Net cash used in financing activities . . . . . . . (96) (6)
---------- ----------
Effect of exchange rate changes on cash . . . . . . . . . . . 1 (2)
---------- ----------
Net increase in cash . . . . . . . . . . . . . . . . . . . . . 11 52
Cash at beginning of period . . . . . . . . . . . . . . . . . 55 43
---------- ----------
Cash at end of period . . . . . . . . . . . . . . . . . . . . $ 66 $ 95
========== ==========

The accompanying notes are an integral part of these condensed
consolidated financial statements.

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DELL COMPUTER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 1 -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
of Dell Computer Corporation (the "Company") should be read in conjunction with
the consolidated financial statements and notes thereto filed with the
Securities and Exchange Commission in the Company's Annual Report on Form 10-K
for the fiscal year ended January 28, 1996. In the opinion of management, the
accompanying condensed consolidated financial statements reflect all
adjustments (consisting only of normal recurring accruals) considered necessary
to present fairly the financial position of Dell Computer Corporation and its
consolidated subsidiaries at April 28, 1996 and January 28, 1996 and the
results of their operations for the three-month periods ended April 28, 1996
and April 30, 1995. All share and per share information for fiscal 1996 has
been retroactively restated to reflect the two-for-one common stock split which
took place during the third quarter of fiscal 1996.

NOTE 2 -- STOCK REPURCHASE PROGRAM

On February 22, 1996, the Company announced a stock repurchase
program under which the Company may purchase up to 12 million shares of common
stock in open market or private transactions. On May 29, 1996, the Company
announced that the maximum number of shares that may be repurchased under the
program has been increased from 12 million to 16 million. The repurchase
program is intended to offset the dilutive effect of shares issued to employees
under the Company's stock-based employee benefit plans. The total number of
shares to be purchased will be based on several factors, including the level of
stock issuances pursuant to employee awards, the price of the common stock and
other general market conditions. The Company may also utilize equity options
as part of the repurchase program.

During the first quarter of fiscal 1997, the Company repurchased a
total of 3.3 million shares of common stock under the repurchase program, for
an aggregate purchase price of $100 million (average cost of $30.50 per share).
All such shares were purchased in open market transactions, with the total of
the purchases shown as common treasury stock.

In addition, during the first quarter of fiscal 1997, the Company
entered into equity "collar" arrangements with respect to an aggregate of 5.3
million additional shares of common stock by selling put options (which entitle
the holder of the option to sell shares of common stock to the Company at a
specified price) and purchasing call options (which entitle the Company to
purchase shares of common stock from the holder of the option at a specified
price). The premiums received with respect to the equity options totaled $29
million and equaled the premiums paid. Consequently, there was no exchange of
cash. The put and call options give the Company the choice of net cash
settlement or settlement in additional shares of common stock. The put prices
range from $29.36 to $34.62 per share, while the call prices range from $32.30
to $38.43 per share. For most of the options, the call price may be increased
if the per-share market price of the common stock at the time of exercise
exceeds a specified price. Each option is exercisable only at expiration, and
the expiration dates range from September 3, 1996, to March 25, 1997. The
potential cost of repurchasing the shares subject to these option arrangements
ranges from $172 million (average put cost of $32.52 per share) to $193 million
(average call cost of $36.48 per share), not taking into account any increase
in the call prices described above. The Company's $172 million potential
repurchase obligation under the put options at April 28, 1996 has been
reclassified from stockholders' equity to put options. The put options did not
have a materially dilutive effect on earnings per common share for the first
quarter of fiscal 1997.

From the end of the first quarter of fiscal 1997 through June 3, 1996,
the Company repurchased 1.1 million additional shares of common stock in open
market transactions for an aggregate purchase price of $56 million (average
cost of $53.48 per share).

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NOTE 3 -- OFFER TO REPURCHASE DEBT

On May 23, 1996, the Company commenced a tender offer to purchase the
entire $100 million principal amount of its outstanding 11% Senior Notes Due
August 15, 2000 (the "Senior Notes"). The purchase price will be determined by
reference to a fixed spread of 0.90% over the yield to maturity of the U.S.
Treasury 5.875% notes due August 15, 1998 (the earliest date on which the
Senior Notes may be redeemed by the Company in accordance with their terms) at
3:30 p.m., New York City time, on June 7, 1996, plus accrued and unpaid
interest on the Senior Notes to, but not including, the date of payment. The
tender offer will expire at 12:00 midnight, New York City time, on June 21,
1996, unless extended or earlier terminated by the Company. The Company will
purchase the Senior Notes using currently available cash and marketable
securities. The retirement of the Senior Notes prior to their maturity would
result in a one-time after-tax extraordinary charge of approximately $12
million, assuming all of the outstanding Senior Notes are purchased. The
Company expects to conclude the tender offer during the second quarter and
record the charge at that time. The charge includes the estimated premium to
be paid in conjunction with the tender offer, the market value of the interest
rate swap agreements related to the Senior Notes and unamortized debt issuance
costs. At the end of the first quarter of fiscal 1997 and the fourth quarter
of fiscal 1996, the Company had outstanding receive fixed/pay floating interest
rate swaps with an aggregate notional amount of $100 million offset by receive
floating/pay fixed interest rate swaps with an aggregate notional amount of
$100 million. The weighted average interest rate on the Senior Notes, adjusted
by the swaps, was 13.8% for the first quarter of both fiscal 1997 and fiscal
1996. These offsetting interest rate swap agreements, which mature on August
15, 1998, will have no further financial statement impact relating to changes
in fair market value.

NOTE 4 -- COMMITMENTS AND CONTINGENCIES

The Company has been named as a defendant in approximately 30
repetitive stress injury lawsuits, most of which are in New York state courts
or United States District Courts for the New York City area. Several are in
state courts in New Jersey. One is in the Federal District Court for the
Eastern District of Pennsylvania, and one is in Federal District Court in
Kansas. Four cases have been dismissed; the remainder are at various stages of
the process leading to trial. The allegations in all of these lawsuits are
similar. Each plaintiff alleges that he or she suffers from symptoms generally
known as "repetitive stress injury," which allegedly were caused by the design
or manufacture of the keyboard supplied with the computer the plaintiff used.
The Company has denied or is in the process of denying the claims and intends
to vigorously defend the suits. The suits naming the Company are just a few of
many lawsuits of this type that have been filed, often naming Apple, Atex,
Compaq, IBM, Keytronic and other major suppliers of keyboard products. The
Company currently is not able to predict the outcome of these suits. It is
possible that the Company may be named in additional suits. Ultimate
resolution of the litigation against the Company may depend on progress in
resolving this type of litigation overall. However, the Company does not
believe that the outcome of these matters will have a material adverse effect
on the Company's financial condition or results of operations.

On August 11, 1993, the Company received a subpoena from the United
States Department of Commerce, Office of Export Enforcement of the Bureau of
Export Administration, requiring the Company to provide all documents relative
to any and all exports of 486/66 computers or related components to Russia,
Ireland, Iran or Iraq during the period from January 1992 through August 1993
in connection with an investigation to enforce regulations under the Export
Administration Act of 1979, as amended. The investigation has been closed,
with no findings of wrongdoing by the Company, with respect to the Company's
shipments to Russia, Ireland and Iraq. The Company is awaiting a response from
the Department of Commerce regarding its voluntary self disclosure of certain
shipments to Iran in June 1992. If the Office of Export Enforcement's
investigators determine that the Company has violated applicable regulations,
the government could potentially file civil or criminal charges. The Company
has fully responded to the subpoena and, in accordance with its policy to
comply fully with export laws and regulations, intends to cooperate with the
Office of Export Enforcement. The Company does not believe that this
investigation or its outcome will have a material adverse effect on the
Company's financial condition or results of operations.

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several other similar actions were filed in California Superior Courts for
other counties, naming a total of 48 defendants, including the Company. The
complaints in all of these cases allege that each of the defendants has engaged
in false or misleading advertising with regard to the size of computer monitor
screens. The plaintiffs seek restitution in the form of refunds or product
exchange, damages, punitive damages and attorneys' fees. The California
Judicial Council, in December 1995, ordered all of these similar cases
consolidated for proceedings up to and including trial and, in January 1996,
appointed a single trial judge for the consolidated proceeding. The Company
plans to vigorously contest the allegations of the complaints. This litigation
is currently at a preliminary stage, and no discovery has occurred. Thus, it
is too early for the Company to adequately evaluate the likelihood of the
plaintiffs' prevailing on their claims. There can be no assurance that an
adverse determination in this litigation would not have a material adverse
effect on the Company's financial condition or results of operations.

In June 1995, the Company was served with a class action complaint
filed in State District Court in Travis County, Texas. The complaint alleges
that the Company has included "used parts" in its "new" computer systems and
has failed to adequately inform its customers and prospective customers of that
practice. According to the complaint, these facts constitute fraud, negligent
misrepresentation, breach of contract and breach of warranty. The plaintiffs
seek refund of the purchase price for computer systems purchased from the
Company, damages in an unspecified amount, injunctive relief, interest and
attorneys' fees. The Company plans to vigorously contest the allegations of
the complaint. This litigation is currently at a preliminary stage, and no
discovery has occurred. Thus, it is too early for the Company to adequately
evaluate the likelihood of the plaintiffs' prevailing on their claims. There
can be no assurance that an adverse determination in this litigation would not
have a material adverse effect on the Company's financial condition or results
of operations.

NOTE 5 -- EARNINGS PER COMMON SHARE

Primary earnings per common share are computed by dividing net income
available to common stockholders by the weighted average number of common
shares and common stock equivalents (if dilutive) outstanding during each
period. Common stock equivalents include stock options. The Series A
Convertible Preferred Stock (the "Convertible Preferred Stock") is not a common
stock equivalent for purposes of computing earnings per common share. The
number of common stock equivalents outstanding is computed using the treasury
stock method. Shares used in the calculation of fully diluted earnings per
common share have been adjusted for the assumed conversion of all of the
Company's outstanding Convertible Preferred Stock.

NOTE 6 -- SUPPLEMENTAL FINANCIAL INFORMATION (in millions)

Supplemental Condensed Consolidated Statement of Financial Position
Information:

April 28, January 28,
1996 1996
--------------- ----------------

Inventories:
Production materials . . . . . . . . . . . . . . . . . . . $ 207 $ 390
Work-in-process and finished goods . . . . . . . . . . . . 45 39
--------------- ----------------
$ 252 $ 429
=============== ================
Accrued and other liabilities:
Royalties and licensing . . . . . . . . . . . . . . . . . . $ 21 $ 51
Accrued compensation . . . . . . . . . . . . . . . . . . . 49 52
Accrued warranty costs . . . . . . . . . . . . . . . . . . 83 78
Taxes other than income taxes . . . . . . . . . . . . . . . 64 76
Deferred profit on warranty contracts . . . . . . . . . . . 78 67
Book overdrafts . . . . . . . . . . . . . . . . . . . . . . 2 59
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 99 90
--------------- ----------------
$ 396 $ 473
=============== ================

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Supplemental Condensed Consolidated Statement of Income Information:

Three Months Ended
------------------------------------
April 28, April 30,
1996 1995
----------------- ---------------

Financing and other income (expense), net:
Investment income, net ..................................... $ 7 $ 5
Interest expense ........................................... (3) (4)
Foreign currency transactions............................... 1 (1)
Other....................................................... (1) (1)
----------------- ---------------
$ 4 $ (1)
================= ===============

Weighted average shares used to compute earnings per common
share:
Primary................................................. 97.4 90.5
================= ===============
Fully diluted........................................... 98.4 97.5
================= ===============

Supplemental Condensed Consolidated Statement of Cash Flows Information:

Three Months Ended
------------------------------------
April 28, April 30,
1996 1995
----------------- ---------------

Changes in operating working capital accounts:
Accounts receivable, net . . . . . . . . . . . . . . . . . $ (53) $ (25)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . 177 (42)
Accounts payable . . . . . . . . . . . . . . . . . . . . . 141 8
Accrued and other liabilities . . . . . . . . . . . . . . . (80) (8)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . 18 4
----------------- ---------------
$ 203 $ (63)
================= ===============

Changes in non-current assets and liabilities:
Other assets . . . . . . . . . . . . . . . . . . . . . . . $ -- $ 1
Other liabilities . . . . . . . . . . . . . . . . . . . . . 36 1
----------------- ---------------
$ 36 $ 2
================= ===============

The Company accounts for highly liquid investments with maturities of
three months or less at date of acquisition as marketable securities and
reflects the related cash flows as investing cash flows. As a result, a
significant portion of its gross marketable securities purchases and maturities
disclosed as investing cash flows is related to highly liquid investments.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

All percentage amounts and ratios were calculated using the underlying data in
thousands. Operating results for the three-month period ended April 28, 1996
are not necessarily indicative of the results that may be expected for the full
fiscal year. The conversion of shares of Series A Convertible Preferred Stock
into common stock during the first quarter of fiscal 1996, discussed more fully
in the Company's Annual Report on Form 10-K for the fiscal year ended January
28, 1996, had the effect of reducing primary earnings per common share by $0.14
for the first quarter of fiscal 1996.

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated the
percentage of consolidated net sales represented by certain items in the
Company's condensed consolidated statement of income.

Percentage of Consolidated Net Sales
----------------------------------------------------
Three Months Ended
----------------------------------------------------
April 28, April 30, January 28,
1996 1995 1996
--------- --------- -----------

Net sales:
Americas . . . . . . . . . . . . . . . 65.1% 62.2% 64.5%
Europe . . . . . . . . . . . . . . . . 28.5 30.7 30.0
Asia Pacific and Japan . . . . . . . . 6.4 7.1 5.5
----- ----- -----
Consolidated net sales . . . . . . . 100.0 100.0 100.0
Cost of sales . . . . . . . . . . . . . . 80.5 79.2 81.9
----- ----- -----
Gross margin . . . . . . . . . . . . 19.5 20.8 18.1
Operating expenses:
Selling, general and administrative . . 11.1 11.3 10.5
Research, development and engineering . 1.5 1.8 1.5
----- ----- -----
Total operating expenses . . . . . . 12.6 13.1 12.0
----- ----- -----
Operating income . . . . . . . . . . 6.9 7.7 6.1
Financing and other income (expense), net 0.2 (0.1) 0.3
----- ----- -----
Income before income taxes . . . . . . 7.1 7.6 6.4
Provision for income taxes . . . . . . . 2.1 2.2 1.9
----- ----- -----
Net income . . . . . . . . . . . . . . 5.0 5.4 4.5
Preferred stock dividends . . . . . . . . -- 1.0 --
----- ----- -----
Net income available to common
stockholders . . . . . . . . . . . . . 5.0% 4.4% 4.5%
===== ===== =====

Net Sales. The first quarter of fiscal 1997 marked the Company's
ninth consecutive quarter of sequential growth in consolidated net sales.
Consolidated net sales in the first quarter of fiscal 1997 increased 44% and
6%, respectively, over the first and fourth quarters of fiscal 1996. The
increase in consolidated net sales in the first quarter of fiscal 1997 over the
comparable quarter of the prior fiscal year was due primarily to increased unit
sales, up 43%, reflecting strong demand for the Company's desktop products and
its Latitude(TM) family of notebook computers.

Net sales grew in all geographic regions in the first quarter of
fiscal 1997 as compared with both the first and the fourth quarters of fiscal
1996. Growth in net sales in the first quarter of fiscal 1997, as compared
with the first quarter of fiscal 1996, was led by the Americas, where net sales
increased 51%. After taking into account the results of the Company's foreign
currency hedging activities, consolidated net sales (expressed in United States
dollars) were not significantly affected in the first quarter of fiscal 1997 as
a result of fluctuations in foreign currency exchange rates from the comparable
quarter of the prior fiscal year.

The mix of the Company's business between sales to major accounts
(consisting of sales to major corporate, government, medical and education
accounts and value-added resellers) and sales to small-to-medium

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businesses and individuals shifted during the first quarter of fiscal 1997,
with sales to small-to-medium businesses and individuals representing 39% of
consolidated net sales in the first quarter of fiscal 1997, compared with 37%
and 42% in the first and fourth quarters of fiscal 1996, respectively.

At April 28, 1996, backlog was $118 million, compared with $136
million and $102 million at the end of the first and fourth quarters,
respectively, of fiscal 1996. The Company does not believe that backlog is a
meaningful indicator of sales that can be expected for any period, and there
can be no assurance that the backlog at any point in time will translate into
sales in any subsequent period, particularly in light of the Company's policy
of allowing customers to cancel or reschedule orders without penalty prior to
commencement of manufacturing.

Gross Margin. Gross margin increased $83 million in the first quarter
of fiscal 1997 from the comparable quarter of the prior fiscal year. However,
the Company's gross margin as a percentage of consolidated net sales in the
first quarter of fiscal 1997 was 19.5%, down from 20.8% in the first quarter of
fiscal 1996. The decline in gross margin percentage from the first quarter of
fiscal 1996 was due primarily to a more competitive pricing environment in
Japan and Europe, the Company's more aggressive pricing in Europe and a
relatively higher mix of sales to small-to-medium businesses and individuals,
which generally carry lower margins. In addition to these negative impacts on
gross margin, royalties increased as a percentage of consolidated net sales,
primarily due to increased software royalty costs.

Gross margin increased $41 million from the fourth quarter of fiscal
1996 to the first quarter of fiscal 1997, and gross margin as a percentage of
consolidated net sales increased from 18.1% in the fourth quarter of fiscal
1996 to 19.5% in the first quarter of fiscal 1997. The fourth quarter gross
margin was adversely impacted by the Company's problematic product transition
involving certain of its OptiPlex(TM) desktop products. The increase in gross
margin percentage from the fourth quarter of fiscal 1996 was primarily the
result of component cost declines and a relatively lower mix of sales to
small-to-medium businesses and individuals, which generally carry lower
margins, in the first quarter of fiscal 1997 than in the fourth quarter of
fiscal 1996. During the first quarter of fiscal 1997 the Company improved its
inventory position, reducing its days in inventory from 31 days at the end of
fiscal 1996 to 17 days at the end of the first quarter of fiscal 1997. This
significant improvement in inventory position enabled the Company to capitalize
on declining component costs, such as memory chips. These positive impacts on
gross margin were partially offset by pricing actions taken during the first
quarter of fiscal 1997 as a result of the component cost declines.

Operating Expenses. The Company's goal is to manage operating
expenses, over time, in relation to gross margin. Over the last year, the
Company has continued to increase staffing worldwide to meet the demands of its
growth and to expand its international presence, resulting in increased
compensation-related expenses. The Company has also increased spending related
to its key global information systems project, which it began in late fiscal
1995 and expects to complete in fiscal 1999. The increase in these
infrastructure expenditures, in addition to greater spending for advertising
and promotion, resulted in an increase in selling, general and administrative
expenses of 42% in the first quarter of fiscal 1997 from the comparable quarter
of the prior fiscal year. However, selling, general and administrative
expenses as a percentage of consolidated net sales decreased slightly to 11.1%
in first quarter of fiscal 1997 from 11.3% in the first quarter of fiscal 1996.

Over the last year, the Company has increased headcount to support
increased product development activities and improved quality and
time-to-market of its products, resulting in increased compensation-related
expenses. The Company has also increased the use of prototypes to improve the
quality of its products, resulting in increased development costs. These
activities resulted in an increase in research, development and engineering
expenses of 21% in the first quarter of fiscal 1997 over the first quarter of
fiscal 1996. Research, development and engineering expenses as a percentage of
consolidated net sales, however, decreased to 1.5% in the first quarter of
fiscal 1997 from 1.8% in the first quarter of fiscal 1996.

The Company believes that its ability to manage operating costs is an
important factor in its ability to remain price competitive. However, the
Company will continue to invest in information systems and infrastructure to
manage and support its growth. As discussed above, the Company is currently
investing in a key global information systems project, which it expects to
complete in fiscal 1999.

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Financing and Other Income (Expense), Net. The increase in financing
and other income (expense), net in the first quarter of fiscal 1997 from the
comparable quarter of the prior fiscal year was primarily due to increased
investment income in the first quarter of fiscal 1997. See Note 6 of Notes to
Condensed Consolidated Financial Statements for detail regarding financing and
other income (expense), net.

Income Tax. The Company's effective tax rate was 29% for both the
first quarter of fiscal 1997 and the first quarter of fiscal 1996.

HEDGING ACTIVITIES

The results of the Company's international operations are affected by
changes in exchange rates between certain foreign currencies and the United
States dollar. Consequently, the Company conducts a foreign currency hedging
program to reduce its exposure to the risk that the dollar-value equivalent of
anticipated cash flows will be adversely affected by changes in foreign
currency exchange rates. The Company uses foreign currency purchased option
contracts and forward contracts in an effort to reduce its exposure to currency
fluctuations involving anticipated, but not firmly committed, transactions and
transactions with firm foreign currency commitments. For a discussion
regarding how the results of the Company's international operations are
affected by changes in exchange rates between certain foreign currencies and
the U.S. dollar and a discussion regarding the Company's hedging program,
including the accounting for transactions conducted under such program, see
Note 1 and Note 4 included in "Item 8 -- Financial Statements and Supplementary
Data" and "Hedging Activities" in "Item 7 -- Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's
Annual Report on Form 10-K for the fiscal year ended January 28, 1996.

At April 28, 1996 and January 28, 1996, the Company held purchased
option contracts that were designated and effective as hedges of probable
anticipated sales by international subsidiaries and intercompany shipments with
a total notional amount of $962 million and $714 million, respectively, and a
combined net realized and unrealized deferred gain (loss) of $1 million and ($5)
million, respectively. Relative to probable anticipated foreign currency
denominated purchases, the Company closed all option contracts that were
designated and effective as hedges during the fourth quarter of fiscal 1996 and
did not enter into any such option contracts during the first quarter of fiscal
1997. Forward contracts designated to hedge foreign currency transaction
exposures of $176 million and $365 million were outstanding at April 28, 1996
and January 28, 1996, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows from operating activities for the first quarter of fiscal
1997 of $334 million represented the Company's primary source of cash during
the quarter and benefited substantially from the decline in the inventory level
during the quarter, which resulted from tighter inventory management and
declining component costs. Working capital totaled $1,025 million at April 28,
1996 compared with $1,018 million at January 28, 1996. Days in accounts
receivable at the end of the first quarter of fiscal 1997 increased slightly to
43 days from 42 days at the end of fiscal 1996. Days in accounts payable
increased to 42 days at the end of the first quarter of fiscal 1997 from 33
days at the end of fiscal 1996. Days in inventory decreased significantly to
17 days at the end of the first quarter of fiscal 1997 from 31 days at the end
of fiscal 1996.

The Company's capital expenditures of $31 million during the first
quarter of fiscal 1997 were primarily to construct facilities, to acquire
information systems (principally hardware and third-party software licenses)
and to acquire personal computer office equipment. Capital expenditures for
fiscal 1997 are expected to be approximately $120 million, relating primarily
to the construction of facilities, the acquisition of information systems and
the acquisition of computer equipment for internal use. The Company believes
that its cash and marketable securities and cash flows from operating
activities will be adequate to fund its planned fiscal 1997 capital
expenditures.

During the first quarter of fiscal 1997, the Company announced a stock
repurchase program and repurchased a total of 3.3 million shares of common
stock under such program for an aggregate purchase price of $100 million. For
further discussion regarding the Company's stock repurchase program, including
activity conducted under the program, see Note 2 of Notes to Condensed
Consolidated Financial Statements.

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On May 23, 1996, the Company commenced a tender offer to purchase the
entire $100 million principal amount of its outstanding 11% Senior Notes. The
retirement of the Senior Notes prior to their maturity would result in a
one-time after-tax extraordinary charge of approximately $12 million, assuming
all of the outstanding Senior Notes are purchased. The Company expects to
conclude the tender offer during the second quarter and record the charge at
that time. See Note 3 of Notes to Condensed Consolidated Financial Statements
for further discussion regarding the tender offer.

The Company has a series of line of credit facilities, each of which
bears interest at a defined Base Rate or Eurocurrency Rate and has a covenant
based on quarterly maintenance of net worth. Maximum aggregate amounts
available under these credit facilities are limited to $200 million less the
aggregate of outstanding letters of credit under these facilities. During the
commitment period, the Company is obligated to pay a fee on the unused portion
of the credit facilities. Facilities with respect to $150 million expire on
June 6, 1996, and facilities with respect to the remaining $50 million expire
on September 6, 1996. The Company is currently in the process of negotiating a
revolving credit facility to replace the series of line of credit facilities
and expects to complete this transaction during the second quarter. No
borrowings were outstanding under the series of line of credit facilities as of
April 28,1996, and the maximum available totaled $196 million.

In November 1995, several of the Company's subsidiaries entered into a
transaction pursuant to which Dell Receivables L.P. ("Dell Receivables"), a
newly-formed wholly-owned subsidiary of the Company, purchases certain accounts
receivable and related assets from other Company subsidiaries and in turn
transfers such accounts receivable and related assets to the Dell Trade
Receivable Master Trust (the "Master Trust"). The Master Trust will issue
certificates evidencing fractional undivided interests therein, which
certificates may be sold to investors. This arrangement gives Dell Receivables
the ability to raise up to $150 million through the sale of certificates of
interest in the Master Trust. Dell Receivables is obligated to pay a
commitment fee on the unused portion of the facility. At April 28, 1996, this
facility was unused.

The Company's commitments to use cash include its potential obligation
under the tender offer for the outstanding Senior Notes, the repayment of the
portion, if any, of the Senior Notes not purchased pursuant to the tender
offer, the repayment of the outstanding balance of a $14 million secured loan,
the payment of operating lease commitments and the Company's potential
obligation under its stock repurchase program.

Management believes that sufficient resources will be available to
meet the Company's cash requirements through at least the next twelve months.
Cash requirements for periods beyond the next twelve months depend on the
Company's profitability, its ability to manage working capital requirements and
its rate of growth.

FACTORS AFFECTING THE COMPANY'S BUSINESS AND PROSPECTS

Statements in this Report that relate to future results or events are
based on the Company's current expectations. There are many factors that
affect the Company's business and the results of its operations and may cause
the actual results of operations in future periods to differ materially from
those currently expected or desired. These factors include general economic
and business conditions; the level of demand for personal computers; the level
and intensity of competition in the personal computer industry and the pricing
pressures that may result; the ability of the Company to timely and effectively
manage periodic product transitions and component availability; the ability of
the Company to develop new products based on new or evolving technology and the
market's acceptance of those products; the ability of the Company to manage its
inventory levels to minimize excess inventory, declining inventory values and
obsolescence; the product, customer and geographic sales mix of any particular
period; and the Company's ability to continue to improve its infrastructure
(including personnel and systems) to keep pace with the growth in its overall
business activities. For a discussion of these and other factors affecting the
Company's business and prospects, see "Item 1 -- Business -- Factors
Affecting the Company's Business and Prospects" in the Company's Annual Report
on Form 10-K for the fiscal year ended January 28, 1996.

The computer industry is characterized by continuing improvements in
technology, which result in the frequent introduction of new products, short
product life cycles and continual improvement in product

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price/performance characteristics. Achieving a successful product transition
is one of the biggest challenges facing computer companies, and the Company
anticipates several significant product transitions during the remainder of
fiscal 1997. Although the Company has instituted several refinements to its
internal processes in an attempt to avoid the types of product transition
problems it experienced during the fourth quarter of fiscal 1996, there can be
no assurance that the Company will not experience similar problems in the
upcoming product transitions. A failure on the part of the Company to
effectively manage the periodic transitions will directly affect the demand for
the Company's products and the profitability of the Company's operations.

The Company's ability to maintain a low inventory level and achieve a
high number of inventory turns is dependent on many factors, including market
demand for the Company's products and the price and availability of component
supplies. Some of these factors are beyond the Company's control. Although
the Company was successful in managing its inventory level to optimal levels
during the first quarter of fiscal 1997, there can be no assurance that the
Company will be able to achieve similar success in future periods.

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PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

In May 1995, the Company was named, along with two other computer
manufacturers and one computer monitor vendor, in a class action complaint
filed in the California Superior Court for Marin County. Subsequently, several
other similar actions were filed in California Superior Courts for other
counties, naming a total of 48 defendants, including the Company. The
complaints in all of these cases allege that each of the defendants has engaged
in false or misleading advertising with regard to the size of computer monitor
screens. The plaintiffs seek restitution in the form of refunds or product
exchange, damages, punitive damages and attorneys' fees. The California
Judicial Council, in December 1995, ordered all of these similar cases
consolidated for proceedings up to and including trial and, in January 1996,
appointed a single trial judge for the consolidated proceeding. The Company
plans to vigorously contest the allegations of the complaints. This litigation
is currently at a preliminary stage, and no discovery has occurred. Thus, it
is too early for the Company to adequately evaluate the likelihood of the
plaintiffs' prevailing on their claims. There can be no assurance that an
adverse determination in this litigation would not have a material adverse
effect on the Company's financial condition or results of operations.

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claims. There can be no assurance that an adverse determination in this
litigation would not have a material adverse effect on the Company's financial
condition or results of operations.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

The following exhibits are filed as a part of this Report:

Exhibit No. Description of Exhibit
- ----------- ----------------------

10 Severance Agreement, dated March 28, 1996, between the Company and Richard N. Snyder
11 Statement Re Computation of Per Share Earnings
27 Financial Data Schedule

(b) Reports on Form 8-K

The Company did not file any Current Reports on Form 8-K during the
fiscal quarter to which this Report relates. On May 23, 1996, the Company
filed a Current Report on Form 8-K reporting under Item 5 the commencement by
the Company of a tender offer for the entire $100 million principal amount of
its 11% Senior Notes Due August 15, 2000.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

DELL COMPUTER CORPORATION

June 5, 1996
/s/ Catherine P. Thompson
------------------------------
Catherine P. Thompson
Vice President, Corporate Controller
(On behalf of the registrant and as chief
accounting officer)

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INDEX TO EXHIBITS

Exhibit No. Description of Exhibit
- ----------- ----------------------

10 Severance Agreement, dated March 28, 1996, between the Company and Richard N. Snyder
11 Statement Re Computation of Per Share Earnings
27 Financial Data Schedule