SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

Amendment No. 1


Dell Inc.
________________________________________________________
(Name of Issuer)


Common Stock
_______________________________________________________
(Title of Class and Securities)

 
24702R101
_______________________________________________________
(CUSIP Number of Class of Securities)

O. Mason Hawkins
Chairman of the Board and C.E.O.
 
Southeastern Asset Management, Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN  38119
(901) 761-2474
___________________________________________________________

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)


February 11, 2013
___________________________________________
(Date of Event which Requires
Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box:  x

 
1
 
 
                            
SCHEDULE 13D
 
CUSIP No. 24702R101
    
         
1
NAME OF REPORTING PERSONS
 
Southeastern Asset Management, Inc.             I.D. No. 62-0951781
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a) o
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
00: Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
            
                     
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Tennessee
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
(Discretionary Accounts)
 
73,946,120 shares
8
SHARED OR NO VOTING POWER
 
55,878,000 shares (Shared)
16,980,438 shares (No Vote)
9
SOLE DISPOSITIVE POWER
(Discretionary Accounts)
 
90,926,558 shares
10
SHARED DISPOSITIVE POWER
 
55,878,000 shares (Shared)
                0 shares (None)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
146,804,558* shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
 
x
See Item 5(a)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
8.44%
14
TYPE OF REPORTING PERSON
 
IA
 
* This amount includes 25,000,000 in Securities underlying shares in options, but excludes 6,476,800 European style options that are only exercisable on the expiration date of the options and will not be exercisable within the next 60 days.
 
 
2
 
            
SCHEDULE 13D
 
CUSIP No. 24702R101
    
         
1
NAME OF REPORTING PERSONS
 
O. Mason Hawkins                                               I.D. No. XXX-XX-XXXX
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a) o
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
00: None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
                   
                         
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Citizen of United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
(Discretionary Accounts)
 
None
8
SHARED OR NO VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
None
10
SHARED DISPOSITIVE POWER
 
None
0 shares (None)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
None (See Item 3)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
 
o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
0.0%
14
TYPE OF REPORTING PERSON
 
IN
                     
 
3
 
        
This Amendment No. 1 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission on February 8, 2013 (the “Schedule 13D”) which relates to the common stock, par value $0.001 (the “Securities”) of Dell Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined have the meaning assigned to such terms in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D.

Item 3.
Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The respective investment advisory clients of Southeastern used approximately $2,271,290,759 in the aggregate to purchase the Securities reported in this filing. All assets used to purchase Securities were assets of these respective clients and none were assets of Southeastern. In addition, none of the proceeds used to purchase the Securities were provided through borrowings of any nature.

                    
Item 4.
Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following immediately after the fourth paragraph thereof:

On February 11, 2013, Southeastern engaged D.F. King & Co., Inc. to provide certain consulting and related services.

Item 5.
Interest In Securities Of The Issuer
                      
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 146,804,558 shares of the common stock of the Issuer, constituting approximately 8.44% of the 1,738,600,597 shares outstanding.  This amount includes 25,000,000 in Securities underlying shares in options, but excludes 6,476,800 European style options that are only exercisable on the expiration date of the options and will not be exercisable within the next 60 days.  The calculation of the foregoing percentage is based on the number of shares disclosed as outstanding as of February 3, 2013 by the Issuer in its current report on Form 8-K, and filed with the Securities and Exchange Commission on February 6, 2013.
 

   
Common  
Shares  Held
    
% of
outstanding  
Common
Shares
  
Voting Authority
            
             
Sole:
    
73,946,120
      
 4.25
%
Shared:
    
55,878,000
*
    
3.21
%
None:
    
16,980,438
      
0.98
%
                 
Total
    
146,804,558
**
    
8.44
%

*Consists of shares owned by Longleaf Partners Fund.  This amount includes 25,000,000 in Securities underlying shares in options, but excludes 6,476,800 European style options that are only exercisable on the expiration date of the options and will not be exercisable within the next 60 days.

 **Does not include 705,000 shares held by one non-discretionary account over which the filing parties have neither voting nor dispositive authority. Beneficial ownership is expressly disclaimed with respect to these shares.


Dispositive Authority
            
             
Sole:
    
90,926,558
      
5.23
%
Shared:
    
55,878,000
*
    
3.21
%
None:
    
0
      
0.0
%
                 
Total
    
146,804,558
**
    
8.44
%
 

 
 
4
 
                      
*Consists of shares owned by Longleaf Partners Fund.  This amount includes 25,000,000 in Securities underlying shares in options, but excludes 6,476,800 European style options that are only exercisable on the expiration date of the options and will not be exercisable within the next 60 days.

 **Does not include 705,000 shares held by one non-discretionary account over which the filing parties have neither voting nor dispositive authority. Beneficial ownership is expressly disclaimed with respect to these shares.
 
 
 
 
 
 
 
 
 
 
 
5
 
                     
(b) Southeastern generally has the sole power to dispose of or to direct the disposition of the Securities held for discretionary accounts of its investment clients, and may be granted the sole power to vote or direct the vote of such Securities; such powers may be retained by or shared with the respective clients for shared or non-discretionary accounts.  Shares held by any Series of Longleaf Partners Funds Trust are reported in the “shared” category.

(c) Purchase or sale transactions in the Securities during the past sixty days are disclosed on Schedule II.

(d) The investment advisory clients of Southeastern have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from any of the Securities held for their respective accounts.  Such clients may also terminate the investment advisory agreements without penalty upon appropriate notice. Southeastern does not have an economic interest in any of the Securities reported herein.

(e) Not applicable.


Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 11, 2013
  
 
Southeastern Asset Management, Inc.
  
         
         
 
By:
  /s/ O. Mason Hawkins  
    Name:
O. Mason Hawkins
  
    Title:
Chairman of the Board and Chief Executive Officer
  
         
                   

 
O. Mason Hawkins, Individually
  
         
         
   /s/ O. Mason Hawkins  
         

 
 
 
 
 
6
 
                                
Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13D with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of February 11, 2013.

 
 
Southeastern Asset Management, Inc.
  
         
         
 
By:
  /s/ O. Mason Hawkins  
    Name:
O. Mason Hawkins
  
    Title:
Chairman of the Board and Chief Executive Officer
  
         
                                                  

 
O. Mason Hawkins, Individually
  
         
         
   /s/ O. Mason Hawkins  
         


 
 
 
 

 
7
 
                               
 Schedule II of the Schedule 13D is hereby amended and restated in its entirety as follows:

SCHEDULE II
Transactions in the Last Sixty Days
 
Transaction Type
Date
# of Shares
 Price Per Share*
       
Sale
12/12/2012
57,300
$ 10.60
Sale
2/6/2013
86,000
$ 13.46
Sale
2/6/2013
112,000
$ 13.46
Sale
2/6/2013
59,000
$ 13.46
Sale
2/6/2013
26,000
$ 13.46
Sale
2/6/2013
43,000
$ 13.46
Sale
2/6/2013
46,667
$ 13.46
Sale
2/6/2013
9,000
$ 13.46
Sale
2/6/2013
5,000
$ 13.46
Sale
2/6/2013
5,000
$ 13.46
Sale
2/6/2013
10,000
$ 13.46
Sale
2/6/2013
28,000
$ 13.46
Sale
2/6/2013
12,000
$ 13.46
Sale
2/6/2013
5,000
$ 13.46
Sale
2/6/2013
15,000
$ 13.46
Sale
2/6/2013
6,000
$ 13.46
Sale
2/6/2013
4,000
$ 13.46
Sale
2/7/2013
74,333
$ 13.46
Sale
2/7/2013
144,000
$ 13.46
Sale
2/7/2013
4,000
$ 13.46
Sale
2/7/2013
19,055
$ 13.46
Sale
2/7/2013
34,445
$ 13.46
Sale
2/7/2013
6,500
$ 13.46
Sale
2/7/2013
20,000
$ 13.46
Sale
2/7/2013
21,000
$ 13.46
Sale
2/7/2013
49,334
$ 13.46
Sale
2/7/2013
7,000
$ 13.46
Sale
2/7/2013
14,000
$ 13.46
Sale
2/7/2013
17,000
$ 13.46
Sale
2/7/2013
28,000
$ 13.46
Sale
2/7/2013
3,000
$ 13.46
Sale
2/7/2013
30,000
$ 13.46
Sale
2/8/2013
54,666
$ 13.49
Sale
2/8/2013
25,000
$ 13.49
Sale
2/8/2013
15,000
$ 13.49
Sale
2/8/2013
6,000
$ 13.49
Sale
2/8/2013
136,000
$ 13.49
Sale
2/8/2013
136,000
$ 13.49
Sale
2/8/2013
9,000
$ 13.49
Sale
2/8/2013
38,000
$ 13.49
Sale
2/8/2013
1,000
$ 13.50
Sale
2/8/2013
1,000
$ 13.50
Sale
2/8/2013
50,000
$ 13.49
 
 
Sales by Southeastern at the direction of a client in the ordinary course of business on NASDAQ or through Electronic Communication Networks (ECNs).


 
* Net of commissions
 
 
 
 
 
8