Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Eschenbach Carl M.
2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2011
3. Issuer Name and Ticker or Trading Symbol
VMWARE, INC. [VMW]
(Last)
(First)
(Middle)
3401 HILLVIEW AVE.
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Co-President, Customer Ops.
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PALO ALTO, CA 94304
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 99,103
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 05/03/2016 Class A Common Stock 15,290 $ 21.87 D  
Employee Stock Option (right to buy)   (2) 06/08/2013 Class A Common Stock 43,751 $ 23 D  
Employee Stock Option (right to buy)   (3) 06/15/2015 Class A Common Stock 31,251 $ 30.8 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eschenbach Carl M.
3401 HILLVIEW AVE.
PALO ALTO, CA 94304
      Co-President, Customer Ops.  

Signatures

Larry Wainblat, attorney-in-fact 01/31/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This option, representing a right to purchase 61,158 shares of Class A Common Stock, became exercisable as to 25% of the shares on May 3, 2008. Thereafter, the remaining 75% of the option vests in equal annual installments over three years.
(2) This option, representing a right to purchase 350,000 shares of Class A Common Stock, became exercisable as to 25% of the shares on June 8, 2008. Thereafter, the remaining 75% of the option vests in equal monthly installments over three years.
(3) This option, representing a right to purchase 50,000 shares of Class A Common Stock, became exercisable as to 25% of the shares on June 1, 2010. Thereafter, the remaining 75% of the option vests in equal monthly installments over three years.

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