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                                                                       EXHIBIT 3
 
                           DELL COMPUTER CORPORATION
 
                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
 
     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 certifies as follows:
 
          FIRST: The Board of Directors of the Company (the "Board"), acting by
     unanimous written consent, dated May 20, 1997, in accordance with the
     applicable provisions of the DGCL and the Company's Bylaws, did duly adopt
     resolutions (a) approving the amendment to the Company's Certificate of
     Incorporation described herein, (b) 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 18, 1997 and (c)
     directing that, upon approval and adoption of such amendment by the
     stockholders of the Company, this Certificate of Amendment be executed and
     filed with the Secretary of State of the State of Delaware.
 
          SECOND: The stockholders of the Company, acting at the Company's
     Annual Meeting of Stockholders duly called and held on July 18, 1997 in
     accordance with the applicable provisions of the DGCL and the Company's
     Bylaws, did duly consent to, approve and adopt such amendment to the
     Company's Certificate of Incorporation.
 
          THIRD: The first paragraph of Article Fourth of the Company's
     Certificate of Incorporation is hereby amended to read in its entirety as
     follows:
 
             "FOURTH: The total number of shares of capital stock of the
        Corporation shall be one billion and five million (1,005,000,000), which
        shall consist of five million (5,000,000) shares of Preferred Stock, of
        the par value of $.01 per share, and one billion (1,000,000,000) shares
        of Common Stock, of the par value of $.01 per share."
 
     Such amendment having been duly adopted in accordance with the provisions
of Section 242 of the DGCL and the applicable provisions of the Company's
Certificate of Incorporation and Bylaws, the Company has caused this Certificate
of Amendment to be executed and attested by its duly authorized officers on July
18, 1997.
 
                                            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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