UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 11-K

(Mark One)

þ		Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2005

OR

o		Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from                    to                    

Commission file number 333-69726

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

DELL INC.

 

 

Dell Inc. 401(k) Plan
Contents

		Page
Report of Independent Registered Public Accounting Firm			1
Financial Statements
Statements of Net Assets Available for Benefits at December 31, 2005 and 2004			2
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2005			3
Notes to Financial Statements			4
Supplemental Schedule
Schedule H, line 4i – Schedule of Assets (Held at End of Year) at December 31, 2005			10
Signature			11
Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm			13
Consent of Independent Registered Public Accounting Firm

Note:		Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

Report of Independent Registered Public Accounting Firm

To the Participants and Benefits Administration Committee of the Dell Inc. 401(k) Plan:

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Dell 401(k) Plan (the “Plan”) at December 31, 2005 and 2004, and the changes in net assets available for benefits for the year ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, line 4i – Schedule of Assets (Held at End of Year) at December 31, 2005 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

Austin, Texas
June 23, 2006

DELL INC. 401(k) PLAN

(in thousands)		2005				2004
Assets
Investments
Dell Inc. stock fund		$	453,330			$	650,178
Registered investment funds			496,609				339,855
Separately managed funds			538,938				520,514
Loans receivable from participants			54,441				47,589
Total Investments			1,543,318				1,558,136
Cash and cash equivalents			6,173				3,243
Receivables
Interest			431				254
Due from broker — unsettled trades			614				1,465
Employee contributions			3,761				3,533
Employer contributions			7,349				5,463
Total Assets			1,561,646				1,572,094
Liabilities
Administrative expenses payable			1,455				837
Net Assets Available for Benefits		$	1,560,191			$	1,571,257

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

DELL INC. 401(K) PLAN

(in thousands)
Contributions
Employee contributions		$	121,418
Employee rollovers			9,647
Employer contributions			64,801
Total Contributions			195,866
Net Investment Income/(Loss)
Interest and dividends			16,206
Interest on loans to participants			2,831
Net depreciation in fair value of investments			(120,000	)
Total Net Investment Loss			(100,963	)
Deductions
Withdrawals			(102,318	)
Administrative expenses			(3,651	)
Total Deductions			(105,969	)
Net Decrease			(11,066	)
Net Assets Available for Benefits
Beginning of Year			1,571,257
End of Year		$	1,560,191

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

DELL INC. 401(K) PLAN

1.		Description of the Plan
		General
		Dell Inc. (formerly Dell Computer Corporation) (the “Company” or “Employer”) adopted the Dell Inc. 401(k) Plan, as Amended and Restated, effective January 1, 2003 (the “Plan”). The following brief description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
		The Plan is a contributory defined contribution plan covering all U.S. resident employees of the Company who are not covered by a collective bargaining agreement. Participation in the Plan is at the election of the employee. As of December 31, 2005 and 2004, there were 20,665 and 21,062 active employees participating in the Plan and 28,344 and 25,733 participants with account balances, respectively. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
		Employee Contributions
		Contributions are made to the Plan by the Company on behalf of each eligible participant based upon the participant’s elected compensation deferral through payroll deductions. The deferrals are funded by the Company at the end of each payroll period. Eligible participants may elect to contribute from 1% to 25% of their eligible compensation, in whole percentages, to the Plan up to the statutory limit of $14,000 and $13,000 for 2005 and 2004, respectively, as permitted by the Internal Revenue Code of 1986, as amended (“IRC”). Highly compensated participants, as defined by the IRC, may be subject to more restrictive maximum annual contribution limits if the Plan fails to satisfy certain testing criteria set forth in the IRC. For the 2005 and 2004 plan years, participants age 50 or over may contribute an additional $4,000 and $3,000, respectively, over the base statutory limit in accordance with the Economic Growth and Tax Relief Reconciliation Act of 2001.
		The Plan also permits employees to contribute balances from another qualified plan (“rollover contributions”).
		Employer Contributions
		Effective January 1, 2005, the Plan was amended to adopt Safe Harbor Matching Contributions (immediate vesting of employer match contributions) and to reflect an increase in the Company’s matching contribution equaling 100% of the first 4% of eligible compensation that each participant contributes to the Plan. This was a 1% increase from the prior year match of 100% of the first 3% of eligible compensation contributed by the participant. The Company’s matching contributions are made at the end of each payroll period. Additional discretionary employer contributions may be made upon the approval of the Company’s Board of Directors. The Company made no additional discretionary contributions for the year ended December 31, 2005. All the Company’s contributions are invested at the participant’s discretion among the fund elections. Neither participant nor Company matching contributions are required to be invested in the Dell Inc. stock fund.
		Participant Accounts
		Each participant account is credited with the participant’s contributions, allocations of Company matching and discretionary contributions and Plan earnings offset by Plan administrative expenses. Each day, the Plan Trustee calculates earnings and allocates gains and losses to each participant’s account.
		Vesting
		Participants are immediately vested in their employee contributions and earnings thereon. As noted above, the Plan was amended on January 1, 2005, to adopt Safe Harbor Matching Contributions. As a result, participants are immediately vested in all Safe Harbor Matching Contributions and any earnings thereon. In prior years, a participant vested 20% in Employer contributions and earnings thereon after one year of service and 20% annually thereafter, reaching full vesting after five years of service. Participants employed with the Company as of January 1, 2005 were fully vested in all Employer contributions

DELL INC. 401(k) PLAN

		and earnings thereon even if made before January 1, 2005. Participants that terminated employment with the Company prior to January 1, 2005, forfeited unvested amounts to the Plan. If a portion of a participant’s account was forfeited and the participant returns to employment with the Company within five years from the date of termination, the previously forfeited amounts will be restored and fully vested if the Participant repays any prior distribution received from the Plan within five years from the participant’s date of rehire.
		Benefit Payments
		Participants are entitled to receive a distribution of the vested portion of their account upon reaching age 591/2, termination of employment, disability, death or in the event of financial hardship. A participant may defer benefit payments until reaching 701/2, provided his or her vested account balance is greater than $5,000; otherwise, the Plan has been amended such that in the event of a distribution greater than $1,000 but less than $5,000 made on or after March 28, 2005, the Participant may elect either a direct rollover to an individual retirement account (“IRA”) or another qualified plan or a lump-sum amount equal to the value of the vested portion of his or her account upon termination of service. If an employee fails to make an election of one of these options within 90 days of the termination date, his or her vested account balance will automatically be directed to a rollover IRA. Similarly, participants with a vested account balance of less than $1,000 may elect either of the options noted above. If an election is not made timely, the balance will be distributed to the participant in a lump sum. Payment of benefits prior to termination of service may be made under certain circumstances as defined by the Plan.
		Forfeitures
		Employer contributions forfeited by unvested terminated participants may be used by the Company to offset future Employer contributions. There were no unallocated forfeited nonvested accounts at December 31, 2005. During 2005, forfeited account balances of $2,905,000 were used to reduce Employer contributions.
		Administration and Plan Expenses
		Plan assets are held in trust by JPMorgan Chase Bank, N.A. (the “Plan Trustee”). The Plan’s third-party recordkeeper is Hewitt Associates LLC (“Hewitt”). Administrative expenses are primarily paid by the participants of the Plan and are allocated to participant accounts ratably based on fund balances.

DELL INC. 401(k) PLAN

		Investments
		The following table sets forth information specific to each investment option under the Plan at December 31:

Investment Option		Description		Number of Participants
				2005				2004
Dell Inc. Stock Fund		Company Stock			20,399				20,931
Dodge & Cox Balanced Fund		Equity and Fixed Income Fund			13,237				13,151
Dodge & Cox Stock Fund		Large-Cap Value Fund			13,704				12,815
PIMCO Total Return Fund		Fixed Income Fund			9,587				9,204
Neuberger Berman Genesis Fund		Small-Cap Value Fund			12,000				10,225
Primco Stable Value Fund		Stable Value Fund			9,002				8,615
American Euro Pacific Growth Fund		International Equity Fund			11,769				9,769
BGI Equity Index Fund		Equity Index Fund			6,176				5,697
Pre-mix Income Fund		Pre-mixed Portfolio Fund			1,966				920
Pre-mix 2015 Fund		Pre-mixed Portfolio Fund			1,629				737
Pre-mix 2025 Fund		Pre-mixed Portfolio Fund			2,283				1,150
Pre-mix 2035 Fund		Pre-mixed Portfolio Fund			2,811				1,448
Pre-mix 2045 Fund		Pre-mixed Portfolio Fund			2,968				1,412
American Growth Fund		Large-Cap Growth Fund			9,294				7,298
BNY Growth Fund		Small-Cap Growth Fund			9,072				8,857

		The following investments represent separately managed funds: Dodge and Cox Stock Fund, Dodge and Cox Balanced Fund, BNY Growth Fund, BGI Equity Index Fund, and the Primco Stable Value Fund. All of the aforementioned investments, besides the Primco Stable Value Fund, are valued at their net asset value, which represents the fair value of the underlying investments. The Primco Stable Value Fund (“Primco Fund”) invests in synthetic investment contracts (“SICs”) and cash equivalents. A SIC is an investment contract that simulates the performance of a traditional guaranteed investment contract (“GIC”) through the use of financial instruments. A key difference between a SIC and a traditional GIC is that the plan owns the assets underlying the SIC. Those assets may be held in a trust owned by the plan. Further, SICs differ from traditional GICs in that the assets supporting the SICs are not invested with the bank or insurance company and may consist of many different types of investments that the Plan holds in its fund portfolio. To enable the plan to realize a specific known value for the assets if it needs to liquidate them to make benefit payments, SICs utilize a benefit responsive “wrapper” contract issued by a third party that provides market and cash flow risk protection to the Plan and, thus, guarantees the value of the underlying investment for the life of the contract.
		Participant Loans
		Participants may take out a maximum loan amount equal to the lesser of (i) $50,000 less the highest outstanding loan balance during the past 12 months or (ii) 50% of the available vested portion of their account balance less any current outstanding loan balance (minimum loan amount of $500). Each participant’s loan is charged an interest rate equal to the prime rate on the date of the loan plus 1% and a one-time fee of $75. Loan balances must be paid by direct payroll deduction and the repayment period cannot exceed four and a half years except when the proceeds of the loan are used to acquire the participant’s primary residence. At December 31, 2005, loans bore interest at rates ranging between 5% and 10.5% and are due at various dates through January 19, 2026.

DELL INC. 401(K) PLAN

		Plan Termination
		Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan. In the event of Plan termination, participants will become 100% vested in their accounts.
		Reclassifications
		Certain prior year amounts have been reclassified to conform to the current year presentations.
2.		Summary of Significant Accounting Policies
		Basis of Presentation
		The financial statements of the Plan are prepared under the accrual method of accounting, in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
		Use of Estimates
		The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These assumptions may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
		Risks and Uncertainties
		The Plan provides for various investments in common stock, short-term investments, mutual funds, investment contracts, corporate and government debt and other investments. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the near term could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
		Contributions
		Contributions are recorded in the period the Employer makes the payroll deduction or upon approval by the Company for discretionary Employer contributions, if any.
		Investments and Investment Income
		With the exception of the separately managed funds, all investments are initially recorded at acquisition cost on a trade-date basis, which includes brokerage commissions, and are revalued to fair value each business day to fair value based upon quoted market prices.
		As described in Note 1, all of the separately managed funds, except for the Primco Stable Value Fund, are valued at their net asset value, which represents the fair value of the underlying investments. The Primco Fund includes SICs. The SICs in the Primco Fund are fully benefit-responsive and are therefore recorded at contract value. Contract value represents contributions made under the contract plus accrued interest at the guaranteed rate less funds used to pay for plan distributions and expenses. Effective for the 2006 Plan year, the fair value of each underlying asset and wrapper in the SIC as well as the adjustment from fair value to contract value must be shown for each investment contract on the Statement of Net Assets Available for Benefits.
		Participant loans receivable are valued at estimated fair value consisting of outstanding principal and any related interest. Participant loans are funded from the participant’s vested account balance.

DELL INC. 401(K) PLAN

		The Plan presents, in the Statement of Changes in Net Assets Available for Benefits, the net appreciation or depreciation in the fair value of investments which consists of realized gains and losses and the unrealized appreciation or depreciation on those investments.
		Interest is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Purchases and sales are recorded on a trade date basis.
		Distributions
		Plan distributions are recorded when paid.
3.		Investments
		The following table presents investments that represent 5% or more of the Plan’s net assets at December 31, 2004 or 2005:

(in thousands)		2005				2004
Dell Inc. Stock Fund		$	453,330			$	650,178
Registered Investment Funds
Neuberger Berman Genesis Fund			139,881				94,271
American Euro Pacific Growth Fund			124,136				79,029
American Growth Fund			82,929				49,241
All other mutual funds, individually less than 5%			149,663				117,314
Total Registered Investment Funds			496,609				339,855
Separately Managed Funds
Dodge & Cox Stock Fund			185,018				168,982
Dodge & Cox Balanced Fund			144,507				134,789
Primco Stable Value Fund			116,241				122,092
All other separately managed funds, individually less than 5%			93,172				94,651
Total Separately Managed Funds			538,938				520,514
Loans Receivable, all less than 5%			54,441				47,589
		$	1,543,318			$	1,558,136

At December 31, 2005 and 2004, the Plan owns approximately 15.1 million and 15.4 million shares of Dell Inc. common stock, respectively. This represents approximately 29% and 42% of the Plan’s investments as of December 31, 2005 and 2004, respectively. The underlying value of net assets invested in Dell Inc. common stock is entirely dependent upon the performance of Dell Inc. and the market’s evaluation of such performance. It is at least reasonably possible that changes in the fair value of Dell Inc. common stock in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits.

DELL INC. 401(K) PLAN

		During 2005, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated/(depreciated) in fair value as follows:
		Net Depreciation in Fair Value of Investments

(in thousands)		2005
Dell Inc. Stock Fund		$	(189,917	)
Registered Investment Funds			38,169
Separately Managed Funds			31,748
Total		$	(120,000	)

The assets underlying the SICs in the Primco Fund are comprised of cash equivalents, government debt, corporate bonds and mutual funds. There were no valuation reserves against the Primco Fund’s SICs at December 31, 2005 and 2004. The fair value and contract value of the assets in the Primco Fund are summarized as follows:

(in thousands)		2005				2004
SICs (at fair value)		$	111,370			$	114,736
Separate account GIC (at fair value)			—				2,101
Traditional GIC (at fair value)			—				3,016
Cash equivalents			3,721				3,922
Wrapper			1,150				(1,683	)
SICSs (at contract value)		$	116,241			$	122,092

		Interest crediting rates on the SICs are reset monthly based on the yield to maturity and expected cash flow over the life of the related supporting assets. All contracts have a minimum guarantee on all rate resets of an interest rate of not less than zero percent. At December 31, 2005 and 2004, the interest crediting rates on the SICs ranged from 1.30% to 7.21% and 1.30% to 6.62%, respectively. For the years ended December 31, 2005 and 2004, the aggregate average annual yield for SICs in the Primco Fund was 4.56% and 4.38%, respectively. There are no restrictions on participant withdrawals from the Primco Fund. Certain withdrawals not deemed to be participant initiated and not in compliance with the investment contracts’ provisions are subject to certain penalties.
4.		Tax Status
		The Company received a determination letter dated August 18, 2003, from the Internal Revenue Service informing the Company that the Plan and related trust are designed in compliance with Section 401(a) of the IRC. The plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the plan is currently designed and being operated in compliance with the applicable requirements of the IRC. The Company believes that the related trust is exempt from federal income tax under Section 501(a) of the IRC. Therefore, the financial statements contain no provision for income taxes.
5.		Related Party
		The Plan is authorized under contract provisions and by ERISA regulations to invest in the Company’s securities. During the year ended December 31, 2005, the Plan purchased approximately five million shares of the Company’s securities for $197 million and sold approximately six million shares of the Company’s securities, for $204 million. Additionally, administrative expenses included on the Statement of Changes in Net Assets are paid to the Plan Trustee and Hewitt, which are parties-in-interest.

DELL INC. 401(K) PLAN

		(in thousands)
		Identity of Issuer		Description		Cost **		Current Value
*		Dell Inc. Common Stock		Company Stock				$	453,330
		Neuberger Berman Genesis Fund		Registered Investment Fund					139,881
		Dodge & Cox Balanced Fund		Separately Managed Fund					144,507
		Dodge & Cox Stock Fund		Separately Managed Fund					185,018
		American Euro Pacific Growth Fund		Registered Investment Fund					124,136
		PIMCO Total Return Fund		Registered Investment Fund					75,750
		BGI Equity Index Fund		Separately Managed Fund					47,251
		BNY Growth Fund		Separately Managed Fund					45,921
		American Growth Fund		Registered Investment Fund					82,929
		2015 Fund		Registered Investment Fund					7,467
		2025 Fund		Registered Investment Fund					21,388
		2035 Fund		Registered Investment Fund					23,801
		2045 Fund		Registered Investment Fund					17,004
		Income Fund		Registered Investment Fund					4,253
		JPMorgan STIF		Cash Equivalents					4,386
		Chase EOD STIF		Cash Equivalents					1,787
		Primco Stable Value Fund
		Bank of America		IGT MxMgr core					18,384
		Bank of America Wrapper		Synthetic Contract Wrapper, #03-068, 5.34%					280
									18,664
		ING Life & Annuity		IGT MxMgr Int G/C					20,272
		ING Life & Annuity Wrapper		Synthetic Contract Wrapper, #60074, 4.78%					292
									20,564
		JP Morgan Chase		IGT INVESCO Short-term Bond					18,402
		JP Morgan Chase Wrapper		Synthetic Contract Wrapper, #ADELL-S, 4.64%					151
									18,553
		Metropolitan Life Insurance Company		IGT INVESCO AAA ABS					26,866
		Metropolitan Life Wrapper		Synthetic Contract Wrapper, #28631, 4.15%					82
									26,948
		Monumental Life Insurance Company		IGT MxMgr Int G/C					22,079
		Monumental Wrapper		Synthetic Contract Wrapper, #MDA-00603TR, 4.78%					262
									22,341
		State Street Bank and Trust		United States Treasury Notes, 2.25% and 3.125%					5,368
		State Street Bank Wrapper		Guaranteed Investment Contract, #101005, 2.34%					82
									5,450
		Chase Money Market Fund		Cash Equivalents, 4.14%					3,721
		Total Primco Stable Value Fund							116,241
*		Dell Participant Loans		Loans bearing interest rates ranging from 5% to 10.5%, due at various dates through January 19, 2026					54,441
		Total						$	1,549,491

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

		DELL INC. 401(K) PLAN
		By:		Benefits Administration Committee of the Dell Inc. 401(k) Plan
Date: June 26, 2005				By:		/s/ Thomas H. Welch, Jr.
						Thomas H. Welch, Jr.,
						On Behalf of the Benefits Administration Committee

INDEX TO EXHIBITS

Exhibit
Number		Description
23.1		Consent of Registered Public Independent Accounting Firm