SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

Amendment No. 6


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)


May 15, 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:  o
 
 
 
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) x
(b) o
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)
 
73,291,220 shares
8
SHARED OR NO VOTING POWER
 
55,878,000 shares (Shared)
16,980,438 shares (No Vote)
9
SOLE DISPOSITIVE POWER
(Discretionary Accounts)
 
90,271,658 shares
10
SHARED DISPOSITIVE POWER
 
55,878,000 shares (Shared)
                0 shares (None)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
146,149,658* 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
 
8.2%
14
TYPE OF REPORTING PERSON
 
IA
 
* This amount 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. 6 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission on February 8, 2013, as amended by Amendment No. 1 filed on February 12, 2013, Amendment No. 2 filed on March 5, 2013, Amendment No. 3 filed on March 15, 2013, Amendment No. 4 filed on May 10, 2013 and Amendment No. 5 filed on May 13, 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 $2,434,269,383.00 in the aggregate to purchase the Securities reported in the Schedule 13D. 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 ninth paragraph thereof:

On May 15, 2013, Longleaf Partners Fund exercised 25,000,000 December 2015 call options with certain counterparties.  The exercise of these options does not alter Southeastern’s beneficial ownership of the underlying Securities as Southeastern has previously reported beneficial ownership of such Securities in the Schedule 13D.  Upon settlement, in accordance with the terms of the option contracts, however, such exercise does provide Southeastern with rights to exercise voting authority regarding such Securities.
    
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 146,149,658 shares of the common stock of the Issuer, constituting approximately 8.2% of the 1,781,176,938 shares outstanding.  This amount 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 March 25, 2013 by the Issuer in its Schedule 13E-3, filed with the Securities and Exchange Commission on May 2, 2013.

   
Common  Shares  Held
    
% of outstanding  Common Shares
  
Voting Authority
            
             
Sole:
    
73,291,220
 
    
 4.1
%
Shared:
    
55,878,000
*
    
                      3.1
%
None:
    
16,980,438
 
    
1.0
%
                 
Total
    
146,149,658
**
    
  8.2
%
 
*Consists of shares owned by Longleaf Partners Fund.  This amount 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:
    
90,271,658
 
    
5.1
%
Shared:
    
55,878,000
*
    
 3.1
%
None:
    
0
 
    
                     0.0
%
                 
Total
    
  146,149,658
**
    
8.2
%
 
*Consists of shares owned by Longleaf Partners Fund.  This amount 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.
 
4
 
 
 **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.
 
Southeastern has agreed to act in concert with High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp. and Carl C. Icahn (collectively, the “Icahn Parties”) solely for the purposes of promoting the proposals contained in the May 9 Letter, including urging shareholders to vote against the proposed “going private” transaction, and the joint solicitation of proxies for the Issuer’s 2013 annual meeting. Based on the foregoing, the Icahn Parties and Southeastern have formed a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 and may be deemed to beneficially own 226,617,980 shares of the common stock of the Issuer, constituting approximately 12.7% of the 1,781,176,938 shares outstanding. However, Southeastern expressly disclaims beneficial ownership of the 80,468,322 Securities beneficially  owned by the Icahn Parties and their related affiliates. Southeastern, in accordance with its fiduciary duties, also expressly retains the sole voting and investment power of the Securities it beneficially owns. The Icahn Parties and their related affiliates have filed a separate Schedule 13D with respect to their interests.
 
(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 60 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.
     
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 6 is hereby amended and restated in its entirety as follows:
 
The powers of disposition with respect to Securities owned by discretionary private accounts of Southeastern are established in written investment advisory agreements between clients and Southeastern, which are entered into in the normal and usual course of the business of Southeastern as a registered investment advisor and which are generally applicable to all securities purchased for the benefit of each such discretionary private account.
 
The written investment advisory agreements with clients generally do not contain provisions relating to borrowing of funds to finance the acquisition of the Securities, acquisition of control, transfer of securities, joint ventures, or any of the other transactions listed in the instructions to Item 7 of Schedule 13D other than voting of proxies. In connection with voting, Southeastern may be allowed or directed to vote the proxies received by accounts classified as “discretionary” or “shared” accounts; such authority is generally retained by the clients for accounts classified as “non-discretionary.”
 
 
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:  May 16, 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  
         
                  
 
5
 
 
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 May 16, 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
 
 
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
4/17/2013
13,000
$ 13.98
Sale
4/23/2013
9,000
$ 13.15
Sale
4/23/2013
2,000
$ 13.15
Sale
4/23/2013
2,000
$ 13.15
Sale
4/23/2013
3,000
$ 13.15
Sale
4/30/2013
35,200
$ 13.35

 
Sales by Southeastern at the direction of a client in the ordinary course of business on NASDAQ or through Electronic Communication Networks (ECNs).

In addition to the above transactions, on March 19, 2013 and April 19, 2013, clients of Southeastern terminating their advisory relationship removed 122,000 and 179,000 shares from Southeastern's discretion.

 


Transaction Type
Date
# of Shares
Price Per Share
       
Exercise of Options**
5/15/2013
25,000,000
$ 7.00


* Net of commissions

**The exercise of these options does not alter Southeastern’s beneficial ownership of the underlying Securities as Southeastern has previously reported beneficial ownership of such Securities in the Schedule 13D.
 
 
 
 
 
 
 
 
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