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                                                                       EXHIBIT 4

                           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"), does hereby certify as follows:

     FIRST: The Board of Directors of the Company (the "Board"), acting by
unanimous written consent, dated May 28, 1998, 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 17, 1998 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 17, 1998 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 three billion and five million
          (3,005,000,000), which shall consist of five million
          (5,000,000) shares of Preferred Stock, of the par value
          of $0.01 per share, and three billion (3,000,000,000)
          shares of Common Stock, of the par value of $0.01 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
Certificated of Incorporation and Bylaws, the Company has caused this
Certificate of Amendment to be executed and attested by its duly authorized
officers on July 27, 1998.



                                             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


          
 
                                                        STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                     FILE 10:55 AM 08/12/1998
                                                        981315825 - 2141541