content: <PAGE>   1
          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1998
                                                      Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                  -----------------
  
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  -----------------
  
  
                              DELL COMPUTER CORPORATION
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                                        74-2487834
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                        Identification No.)
  
  
  
                                    ONE DELL WAY
                            ROUND ROCK, TEXAS 78682-2244
            (Address of principal executive offices, including zip code)
  
  
                                --------------------
  
  
                              DELL COMPUTER CORPORATION
                         1998 BROAD-BASED STOCK OPTION PLAN
  
  
  
                              (Full title of the plans)
  
  
  <TABLE>
  <S>                                                    <C>
                                                                   Copy to:
  
                 THOMAS B. GREEN                             THOMAS H. WELCH, JR.
  SENIOR VICE PRESIDENT, LAW AND ADMINISTRATION           GENERAL CORPORATE COUNSEL
            DELL COMPUTER CORPORATION                     DELL COMPUTER CORPORATION
                  ONE DELL WAY                                   ONE DELL WAY
          ROUND ROCK, TEXAS  78682-2244                  ROUND ROCK, TEXAS 78602-2244
           (Name and address of agent for service)
  </TABLE>
  
                                   (512) 338-4400
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  =========================================================================================================================
  Title of securities      Amount to be           Proposed maximum                 Proposed maximum            Amount of
   to be registered         registered        offering price per share (1)    aggregate offering price    registration fee
  -------------------------------------------------------------------------------------------------------------------------
  <S>                   <C>                   <C>                             <C>                         <C>          
  Common Stock          7,000,000 shares (2)         $58.9688                       $412,781,250              $114,754
  =========================================================================================================================
  </TABLE>
  
  (1)  Estimated solely for purposes of calculating the registration fee, in
       accordance with Rule 457(h), on the basis of the price of securities of the
       same class, as determined in accordance with Rule 457(c), using the average
       of the high and low prices reported on the Nasdaq Stock Market for the
       Common Stock on October 23, 1998.
  
  (2)  Pursuant to Rule 416, there are also being registered such additional
       shares of Common Stock as may become issuable pursuant to the antidilution
       provisions of the Dell Computer Corporation 1998 Broad-Based Stock Option
       Plan.
  
  
  <PAGE>   2
  
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents, which have been filed with the Securities and
  Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
  of 1934, as amended (the "Exchange Act"), by Dell Computer Corporation (Exchange
  Act Registration No. 0-17017), a Delaware corporation (the "Company"), are
  incorporated herein by reference and made a part hereof:
  
           (a)      Annual Report on Form 10-K for the fiscal year ended February
                    1, 1998;
  
           (b)      Quarterly Reports on Form 10-Q for the quarters ended May 3,
                    1998 and August 2, 1998;
  
           (c)      Current Report on Form 8-K filed with the Commission on April
                    28, 1998.
  
           (d)      The description of the Common Stock contained in the
                    Registration Statement on Form 8-A dated June 20, 1988,
                    including any amendment or report filed to update such
                    description.
  
       All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act subsequent to the effective date of this
  Registration Statement, prior to the filing of a post-effective amendment to
  this Registration Statement indicating that all securities offered hereby have
  been sold or deregistering all securities then remaining unsold, shall be deemed
  to be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents. Any statement contained herein or in any document
  incorporated or deemed to be incorporated by reference herein shall be deemed to
  be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed to constitute a part of this Registration
  Statement, except as so modified or superseded.
  
       The consolidated financial statements included in the Company's Annual
  Reports on Form 10-K incorporated herein by reference have been audited by
  PricewaterhouseCoopers LLP independent public accountants, as indicated in their
  reports with respect thereto, and are included herein in reliance upon the
  authority of said firm as experts in accounting and auditing in giving said
  reports.
  
  ITEM 4.       DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       None.
  
  ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article Ninth of the Certificate of Incorporation of the Company provides
  that the Company must indemnify its officers and directors and may indemnify
  certain other persons to the extent allowed by the Delaware General Corporation
  Law (the "DGCL"). Pursuant to Section 145 of the DGCL, the Company generally has
  the power to indemnify its present and former directors and officers against
  expenses and liabilities incurred by them in connection with any suit to which
  they are, or are threatened to be made, a party by reason of their serving in
  those positions so long as they acted in good faith and in a manner they
  reasonably believed to be in, or not opposed to, the best interests of the
  Company, and with respect to any criminal action, they had no reasonable cause
  to believe their conduct was unlawful. With respect to suits by or in the right
  of the Company, however, indemnification is generally limited to attorneys' fees
  and other expenses and is not available if the person is adjudged to be liable
  to the Company unless the court determines that indemnification is appropriate.
  The statute expressly provides that the power to indemnify authorized thereby is
  not exclusive of any rights granted under any by-law, agreement, vote of
  stockholders or disinterested directors, or otherwise. The Company also has the
  power to purchase and maintain insurance for its directors and officers.
  
  
                                        -2-
  
  <PAGE>   3
  
  
  
           The preceding discussion of the Company's Certificate of Incorporation
  and Section 145 of the DGCL is not intended to be exhaustive and is qualified by
  the Certificate of Incorporation and Section 145 of the DGCL.
  
  ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.           EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the Company with the Commission, each of the following
  exhibits is filed herewith:
  
  
             4.1  -   Certificate of Incorporation, dated October 21, 1987 and
                      filed October 22, 1987 (incorporated by reference to Exhibit
                      3.1 to the Company's Quarterly Report on Form 10-Q for the
                      fiscal quarter ended July 30, 1995, Commission File No.
                      0-17017)
  
             4.2  -   Certificate of Amendment to the Certificate of 
                      Incorporation, dated May 6, 1988 and filed May 9, 1988
                      (incorporated by reference to Exhibit 3.2 to the Company's
                      Quarterly Report on Form 10-Q for the fiscal quarter ended
                      July 30, 1995, Commission File No. 0-17017)
  
             4.3  -   Certificate of Amendment to the Certificate of
                      Incorporation, dated June 19, 1991 and filed June 21, 1991
                      (incorporated by reference to Exhibit 3.3 to the Company's
                      Quarterly Report on Form 10-Q for the fiscal quarter ended
                      July 30, 1995, Commission File No. 0-17017)
  
             4.4  -   Certificate of Amendment to the Certificate of
                      Incorporation, dated June 19, 1992 and filed July 10, 1992
                      (incorporated by reference to Exhibit 3.4 to the Company's
                      Quarterly Report on Form 10-Q for the fiscal quarter ended
                      July 30, 1995, Commission File No. 0-17017)
  
             4.5  -   Certificate of Correction Filed to Correct Certain Errors
                      in the Certificate of Amendment of Certificate of
                      Incorporation Filed in the Office of the Secretary of State
                      of Delaware on May 9, 1988, and in the Certificate of
                      Amendment of Certificate of Incorporation Filed in the
                      Office of the Secretary of State of Delaware on July 10,
                      1992, dated April 27, 1994 and filed May 5, 1994
                      (incorporated by reference to Exhibit 3.6 to the Company's
                      Quarterly Report on Form 10-Q for the fiscal quarter ended
                      July 30, 1995, Commission File No. 0-17017)
  
             4.6  -   Certificate of Amendment to Certificate of Incorporation,
                      dated July 31, 1995 and filed August 3, 1995 (incorporated
                      by reference to Exhibit 3.7 to the Company's Quarterly
                      Report on Form 10-Q for the fiscal quarter ended July 30,
                      1995, Commission File No. 0-17017)
  
             4.7  -   Certificate of Amendment to Certificate of Incorporation,
                      dated and filed July 18, 1997 (incorporated by reference to
                      Exhibit 3 to the Company's Quarterly Report on Form 10-Q for
                      the fiscal quarter ended August 3, 1997, Commission File No.
                      0-17017)
  
             4.8  -   Certificate of Amendment to Certificate of Incorporation,
                      dated and filed August 12, 1998 (incorporated by reference
                      to Exhibit 4 to the Company's Quarterly Report on Form 10-Q
                      for the fiscal quarter ended August 12, 1998, Commission
                      File No. 0-17017)
  
             4.9  -   Restated Bylaws,  as adopted on November 29, 1995
                      (incorporated by reference to Exhibit 3.3 to the Company's
                      Quarterly Report on Form 10-Q for the fiscal quarter ended
                      October 29, 1995, Commission File No. 0-17017)
  
            4.10  -   Rights Agreement,  dated as of November 29, 1995
                      (incorporated by reference to Exhibit 4 to the Company's
                      Quarterly Report on Form 10-Q for the fiscal quarter ended
                      October 29, 1995, Commission File No. 0-17017) 
  
             5.1  -   Opinion of Thomas H. Welch, Jr., General Corporate Counsel
  
  
                                        -3-
  
  <PAGE>   4
  
            23.1  -   Consent of PricewaterhouseCoopers LLP
  
            23.2  -   Consent of legal counsel (included in Exhibit 5.1)
  
            24.1  -   Power of Attorney (set forth on signature page)
  
            99.1  -   Dell Computer Corporation 1998 Broad-Based Stock Option
                      Plan
  
  
  
                                    UNDERTAKINGS
  
           The Company hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement:
  
                    (a) To include any prospectus required by Section 10(a)(3) of
           the Securities Act of 1933, as amended (the "Securities Act");
  
                    (b) To reflect in the prospectus any facts or events arising
           after the effective date of this Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in this Registration Statement;
  
                    (c) To include any material information with respect to the
           plan of distribution not previously disclosed in this Registration
           Statement or any material change to such information in this
           Registration Statement;
  
  provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Company pursuant to
  Section 13 or Section 15(d) of the Exchange Act that are incorporated by
  reference in this Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
           (4) That, for the purposes of determining any liability under the
  Securities Act, each filing of the Company's annual report pursuant to
  Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Exchange Act) that is incorporated by reference in this Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
           (5) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company in the successful
  defense of any action, suit or proceeding) is asserted by such director, officer
  or controlling person in connection with the securities being registered, the
  Company will, unless in the opinion of its counsel the matter has been settled
  by controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
  
                                        -4-
  
  <PAGE>   5
  
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Round Rock, State of Texas, on the 30th day of
  October, 1998.
  
                                 Dell Computer Corporation
  
                                 By: /s/ MICHAEL S. DELL
                                    -----------------------------------------
                                         Michael S. Dell
                                         Chairman and Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities indicated on the dates indicated. Each person whose signature appears
  below hereby authorizes and appoints each of Michael S. Dell and Thomas B. Green
  as his or her attorney-in-fact to sign on his or her behalf individually and in
  the capacity stated below all amendments and post-effective amendments to this
  Registration Statement as that attorney-in-fact may deem necessary or
  appropriate.
  
  <TABLE>
  <CAPTION>
                  Signature                                        Title                           Date
                  ---------                                        -----                           ----
  
  <S>                                                 <C>                                          <C>
           /s/      MICHAEL S. DELL                   Chairman of the Board and             October 30, 1998
           -----------------------------------        Chief Executive Officer       
                    Michael S. Dell                   (Principal Executive Officer) 
                                                      
  
           /s/      DONALD J. CARTY                   Director                              October 30, 1998
           -----------------------------------
                    Donald J. Carty
  
           /s/      PAUL O. HIRSCHBIEL, JR.           Director                              October 30, 1998
           -----------------------------------
                    Paul O. Hirschbiel, Jr.
  
           /s/      MICHAEL H. JORDAN                 Director                              October 30, 1998
           -----------------------------------
                    Michael H. Jordan
  
           /s/      THOMAS W. LUCE III                Director                              October 30, 1998
           -----------------------------------
                    Thomas W. Luce III
  
           /s/      KLAUS S. LUFT                     Director                              October 30, 1998
           -----------------------------------
                    Klaus S. Luft
  
           /s/      CLAUDINE B. MALONE                Director                              October 30, 1998
           -----------------------------------
                    Claudine B. Malone
  
           /s/      ALEX J. MANDL                     Director                              October 30, 1998
           -----------------------------------
                    Alex J. Mandl
  
           /s/      MICHAEL A. MILES                  Director                              October 30, 1998
           -----------------------------------
                    Michael A. Miles
  
           /s/      THOMAS J. MEREDITH                Senior Vice President and             October 30, 1998
           -----------------------------------        Chief Financial Officer      
                    Thomas J. Meredith                (Principal Financial Officer)
                                                      
  
           /s/      JAMES M. SCHNEIDER                Senior Vice President - Finance       October 30, 1998
           -----------------------------------        and Chief Accounting Officer      
                    James M. Schneider                (Principal Accounting Officer)
                                                      
  </TABLE>
  
  
  
                                         -5-
  
  
  <PAGE>   6
  
  
                                    EXHIBIT INDEX
  
  
  
  <TABLE>
  <CAPTION>
           Exhibit                                                                             Sequentially
            Number                             Description                                     Numbered Page
           -------                             -----------                                     -------------
           <S>          <C>                                                                    <C>     
             4.1    -   Certificate of Incorporation, dated October 21, 1987 and
                        filed October 22, 1987 (incorporated by reference to Exhibit
                        3.1 to the Company's Quarterly Report on Form 10-Q for the
                        fiscal quarter ended July 30, 1995, Commission File No.
                        0-17017)
  
             4.2    -   Certificate of Amendment to the Certificate of 
                        Incorporation, dated May 6, 1988 and filed May 9, 1988
                        (incorporated by reference to Exhibit 3.2 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        July 30, 1995, Commission File No. 0-17017)
  
             4.3    -   Certificate of Amendment to the Certificate of
                        Incorporation, dated June 19, 1991 and filed June 21, 1991
                        (incorporated by reference to Exhibit 3.3 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        July 30, 1995, Commission File No. 0-17017)
  
             4.4    -   Certificate of Amendment to the Certificate of
                        Incorporation, dated June 19, 1992 and filed July 10, 1992
                        (incorporated by reference to Exhibit 3.4 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        July 30, 1995, Commission File No. 0-17017)
  
             4.5    -   Certificate of Correction Filed to Correct Certain Errors
                        in the Certificate of Amendment of Certificate of
                        Incorporation Filed in the Office of the Secretary of State
                        of Delaware on May 9, 1988, and in the Certificate of
                        Amendment of Certificate of Incorporation Filed in the
                        Office of the Secretary of State of Delaware on July 10,
                        1992, dated April 27, 1994 and filed May 5, 1994
                        (incorporated by reference to Exhibit 3.6 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        July 30, 1995, Commission File No. 0-17017)
  
             4.6    -   Certificate of Amendment to Certificate of Incorporation,
                        dated July 31, 1995 and filed August 3, 1995 (incorporated
                        by reference to Exhibit 3.7 to the Company's Quarterly
                        Report on Form 10-Q for the fiscal quarter ended July 30,
                        1995, Commission File No. 0-17017)
  
             4.7    -   Certificate of Amendment to Certificate of Incorporation,
                        dated and filed July 18, 1997 (incorporated by reference to
                        Exhibit 3 to the Company's Quarterly Report on Form 10-Q for
                        the fiscal quarter ended August 3, 1997, Commission File No.
                        0-17017)
  
             4.8    -   Certificate of Amendment to Certificate of Incorporation,
                        dated and filed August 12, 1998 (incorporated by reference
                        to Exhibit 4 to the Company's Quarterly Report on Form 10-Q
                        for the fiscal quarter ended August 12, 1998, Commission
                        File No. 0-17017)
  
             4.9    -   Restated Bylaws,  as adopted on November 29, 1995
                        (incorporated by reference to Exhibit 3.3 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        October 29, 1995, Commission File No. 0-17017)
  
            4.10    -   Rights Agreement,  dated as of November 29, 1995
                        (incorporated by reference to Exhibit 4 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        October 29, 1995, Commission File No. 0-17017) 
  
             5.1    -   Opinion of Thomas H. Welch, Jr., General Corporate Counsel
  
            23.1    -   Consent of PricewaterhouseCoopers LLP
  
            23.2    -   Consent of legal counsel (included in Exhibit 5.1)
  
            24.1    -   Power of Attorney (set forth on signature page)
  
            99.1    -   Dell Computer Corporation 1998 Broad-Based Stock Option
                        Plan
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25343}]
metadata_filer: {"company-data": {"conformed-name": "DELL COMPUTER CORP", "cik": "0000826083", "assigned-sic": "3571", "irs-number": "742487834", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66415", "film-number": "98734364"}, "business-address": {"street1": "ONE DELL WAY", "city": "ROUND ROCK", "state": "TX", "zip": "78682-2244", "phone": "5123384400"}, "mail-address": {"street1": "ONE DELL WAY", "city": "ROUND ROCK", "state": "TX", "zip": "78682"}}
text: 1
          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1998
                                                      Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                  -----------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  -----------------
  
                              DELL COMPUTER CORPORATION
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                                        74-2487834
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                        Identification No.)
  
                                    ONE DELL WAY
                            ROUND ROCK, TEXAS 78682-2244
            (Address of principal executive offices, including zip code)
  
                                --------------------
  
                              DELL COMPUTER CORPORATION
                         1998 BROAD-BASED STOCK OPTION PLAN
  
                              (Full title of the plans)
  Copy to:
  
                 THOMAS B. GREEN                             THOMAS H. WELCH, JR.
  SENIOR VICE PRESIDENT, LAW AND ADMINISTRATION           GENERAL CORPORATE COUNSEL
            DELL COMPUTER CORPORATION                     DELL COMPUTER CORPORATION
                  ONE DELL WAY                                   ONE DELL WAY
          ROUND ROCK, TEXAS  78682-2244                  ROUND ROCK, TEXAS 78602-2244
           (Name and address of agent for service)
  (512) 338-4400
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  =========================================================================================================================
  Title of securities      Amount to be           Proposed maximum                 Proposed maximum            Amount of
   to be registered         registered        offering price per share (1)    aggregate offering price    registration fee
  -------------------------------------------------------------------------------------------------------------------------
  Common Stock          7,000,000 shares (2)         $58.9688                       $412,781,250              $114,754
  =========================================================================================================================
  (1)  Estimated solely for purposes of calculating the registration fee, in
       accordance with Rule 457(h), on the basis of the price of securities of the
       same class, as determined in accordance with Rule 457(c), using the average
       of the high and low prices reported on the Nasdaq Stock Market for the
       Common Stock on October 23, 1998.
  
  (2)  Pursuant to Rule 416, there are also being registered such additional
       shares of Common Stock as may become issuable pursuant to the antidilution
       provisions of the Dell Computer Corporation 1998 Broad-Based Stock Option
       Plan.
  2
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents, which have been filed with the Securities and
  Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
  of 1934, as amended (the "Exchange Act"), by Dell Computer Corporation (Exchange
  Act Registration No. 0-17017), a Delaware corporation (the "Company"), are
  incorporated herein by reference and made a part hereof:
  
           (a)      Annual Report on Form 10-K for the fiscal year ended February
                    1, 1998;
  
           (b)      Quarterly Reports on Form 10-Q for the quarters ended May 3,
                    1998 and August 2, 1998;
  
           (c)      Current Report on Form 8-K filed with the Commission on April
                    28, 1998.
  
           (d)      The description of the Common Stock contained in the
                    Registration Statement on Form 8-A dated June 20, 1988,
                    including any amendment or report filed to update such
                    description.
  
       All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act subsequent to the effective date of this
  Registration Statement, prior to the filing of a post-effective amendment to
  this Registration Statement indicating that all securities offered hereby have
  been sold or deregistering all securities then remaining unsold, shall be deemed
  to be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents. Any statement contained herein or in any document
  incorporated or deemed to be incorporated by reference herein shall be deemed to
  be modified or superseded for purposes of this Registration Statement to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed to constitute a part of this Registration
  Statement, except as so modified or superseded.
  
       The consolidated financial statements included in the Company's Annual
  Reports on Form 10-K incorporated herein by reference have been audited by
  PricewaterhouseCoopers LLP independent public accountants, as indicated in their
  reports with respect thereto, and are included herein in reliance upon the
  authority of said firm as experts in accounting and auditing in giving said
  reports.
  
  ITEM 4.       DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       None.
  
  ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article Ninth of the Certificate of Incorporation of the Company provides
  that the Company must indemnify its officers and directors and may indemnify
  certain other persons to the extent allowed by the Delaware General Corporation
  Law (the "DGCL"). Pursuant to Section 145 of the DGCL, the Company generally has
  the power to indemnify its present and former directors and officers against
  expenses and liabilities incurred by them in connection with any suit to which
  they are, or are threatened to be made, a party by reason of their serving in
  those positions so long as they acted in good faith and in a manner they
  reasonably believed to be in, or not opposed to, the best interests of the
  Company, and with respect to any criminal action, they had no reasonable cause
  to believe their conduct was unlawful. With respect to suits by or in the right
  of the Company, however, indemnification is generally limited to attorneys' fees
  and other expenses and is not available if the person is adjudged to be liable
  to the Company unless the court determines that indemnification is appropriate.
  The statute expressly provides that the power to indemnify authorized thereby is
  not exclusive of any rights granted under any by-law, agreement, vote of
  stockholders or disinterested directors, or otherwise. The Company also has the
  power to purchase and maintain insurance for its directors and officers.
  
                                        -2-
  3
  
           The preceding discussion of the Company's Certificate of Incorporation
  and Section 145 of the DGCL is not intended to be exhaustive and is qualified by
  the Certificate of Incorporation and Section 145 of the DGCL.
  
  ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.           EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the Company with the Commission, each of the following
  exhibits is filed herewith:
  
             4.1  -   Certificate of Incorporation, dated October 21, 1987 and
                      filed October 22, 1987 (incorporated by reference to Exhibit
                      3.1 to the Company's Quarterly Report on Form 10-Q for the
                      fiscal quarter ended July 30, 1995, Commission File No.
                      0-17017)
  
             4.2  -   Certificate of Amendment to the Certificate of 
                      Incorporation, dated May 6, 1988 and filed May 9, 1988
                      (incorporated by reference to Exhibit 3.2 to the Company's
                      Quarterly Report on Form 10-Q for the fiscal quarter ended
                      July 30, 1995, Commission File No. 0-17017)
  
             4.3  -   Certificate of Amendment to the Certificate of
                      Incorporation, dated June 19, 1991 and filed June 21, 1991
                      (incorporated by reference to Exhibit 3.3 to the Company's
                      Quarterly Report on Form 10-Q for the fiscal quarter ended
                      July 30, 1995, Commission File No. 0-17017)
  
             4.4  -   Certificate of Amendment to the Certificate of
                      Incorporation, dated June 19, 1992 and filed July 10, 1992
                      (incorporated by reference to Exhibit 3.4 to the Company's
                      Quarterly Report on Form 10-Q for the fiscal quarter ended
                      July 30, 1995, Commission File No. 0-17017)
  
             4.5  -   Certificate of Correction Filed to Correct Certain Errors
                      in the Certificate of Amendment of Certificate of
                      Incorporation Filed in the Office of the Secretary of State
                      of Delaware on May 9, 1988, and in the Certificate of
                      Amendment of Certificate of Incorporation Filed in the
                      Office of the Secretary of State of Delaware on July 10,
                      1992, dated April 27, 1994 and filed May 5, 1994
                      (incorporated by reference to Exhibit 3.6 to the Company's
                      Quarterly Report on Form 10-Q for the fiscal quarter ended
                      July 30, 1995, Commission File No. 0-17017)
  
             4.6  -   Certificate of Amendment to Certificate of Incorporation,
                      dated July 31, 1995 and filed August 3, 1995 (incorporated
                      by reference to Exhibit 3.7 to the Company's Quarterly
                      Report on Form 10-Q for the fiscal quarter ended July 30,
                      1995, Commission File No. 0-17017)
  
             4.7  -   Certificate of Amendment to Certificate of Incorporation,
                      dated and filed July 18, 1997 (incorporated by reference to
                      Exhibit 3 to the Company's Quarterly Report on Form 10-Q for
                      the fiscal quarter ended August 3, 1997, Commission File No.
                      0-17017)
  
             4.8  -   Certificate of Amendment to Certificate of Incorporation,
                      dated and filed August 12, 1998 (incorporated by reference
                      to Exhibit 4 to the Company's Quarterly Report on Form 10-Q
                      for the fiscal quarter ended August 12, 1998, Commission
                      File No. 0-17017)
  
             4.9  -   Restated Bylaws,  as adopted on November 29, 1995
                      (incorporated by reference to Exhibit 3.3 to the Company's
                      Quarterly Report on Form 10-Q for the fiscal quarter ended
                      October 29, 1995, Commission File No. 0-17017)
  
            4.10  -   Rights Agreement,  dated as of November 29, 1995
                      (incorporated by reference to Exhibit 4 to the Company's
                      Quarterly Report on Form 10-Q for the fiscal quarter ended
                      October 29, 1995, Commission File No. 0-17017) 
  
             5.1  -   Opinion of Thomas H. Welch, Jr., General Corporate Counsel
  
                                        -3-
  4
  
            23.1  -   Consent of PricewaterhouseCoopers LLP
  
            23.2  -   Consent of legal counsel (included in Exhibit 5.1)
  
            24.1  -   Power of Attorney (set forth on signature page)
  
            99.1  -   Dell Computer Corporation 1998 Broad-Based Stock Option
                      Plan
  
                                    UNDERTAKINGS
  
           The Company hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement:
  
                    (a) To include any prospectus required by Section 10(a)(3) of
           the Securities Act of 1933, as amended (the "Securities Act");
  
                    (b) To reflect in the prospectus any facts or events arising
           after the effective date of this Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in this Registration Statement;
  
                    (c) To include any material information with respect to the
           plan of distribution not previously disclosed in this Registration
           Statement or any material change to such information in this
           Registration Statement;
  
  provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the Company pursuant to
  Section 13 or Section 15(d) of the Exchange Act that are incorporated by
  reference in this Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
           (4) That, for the purposes of determining any liability under the
  Securities Act, each filing of the Company's annual report pursuant to
  Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Exchange Act) that is incorporated by reference in this Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
           (5) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company in the successful
  defense of any action, suit or proceeding) is asserted by such director, officer
  or controlling person in connection with the securities being registered, the
  Company will, unless in the opinion of its counsel the matter has been settled
  by controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
                                        -4-
  5
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Round Rock, State of Texas, on the 30th day of
  October, 1998.
  
                                 Dell Computer Corporation
  
                                 By: /s/ MICHAEL S. DELL
                                    -----------------------------------------
                                         Michael S. Dell
                                         Chairman and Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities indicated on the dates indicated. Each person whose signature appears
  below hereby authorizes and appoints each of Michael S. Dell and Thomas B. Green
  as his or her attorney-in-fact to sign on his or her behalf individually and in
  the capacity stated below all amendments and post-effective amendments to this
  Registration Statement as that attorney-in-fact may deem necessary or
  appropriate.
  Signature                                        Title                           Date
                  ---------                                        -----                           ----
  /s/      MICHAEL S. DELL                   Chairman of the Board and             October 30, 1998
           -----------------------------------        Chief Executive Officer       
                    Michael S. Dell                   (Principal Executive Officer) 
                                                      
  
           /s/      DONALD J. CARTY                   Director                              October 30, 1998
           -----------------------------------
                    Donald J. Carty
  
           /s/      PAUL O. HIRSCHBIEL, JR.           Director                              October 30, 1998
           -----------------------------------
                    Paul O. Hirschbiel, Jr.
  
           /s/      MICHAEL H. JORDAN                 Director                              October 30, 1998
           -----------------------------------
                    Michael H. Jordan
  
           /s/      THOMAS W. LUCE III                Director                              October 30, 1998
           -----------------------------------
                    Thomas W. Luce III
  
           /s/      KLAUS S. LUFT                     Director                              October 30, 1998
           -----------------------------------
                    Klaus S. Luft
  
           /s/      CLAUDINE B. MALONE                Director                              October 30, 1998
           -----------------------------------
                    Claudine B. Malone
  
           /s/      ALEX J. MANDL                     Director                              October 30, 1998
           -----------------------------------
                    Alex J. Mandl
  
           /s/      MICHAEL A. MILES                  Director                              October 30, 1998
           -----------------------------------
                    Michael A. Miles
  
           /s/      THOMAS J. MEREDITH                Senior Vice President and             October 30, 1998
           -----------------------------------        Chief Financial Officer      
                    Thomas J. Meredith                (Principal Financial Officer)
                                                      
  
           /s/      JAMES M. SCHNEIDER                Senior Vice President - Finance       October 30, 1998
           -----------------------------------        and Chief Accounting Officer      
                    James M. Schneider                (Principal Accounting Officer)
  -5-
  6
  
                                    EXHIBIT INDEX
  Exhibit                                                                             Sequentially
            Number                             Description                                     Numbered Page
           -------                             -----------                                     -------------
  4.1    -   Certificate of Incorporation, dated October 21, 1987 and
                        filed October 22, 1987 (incorporated by reference to Exhibit
                        3.1 to the Company's Quarterly Report on Form 10-Q for the
                        fiscal quarter ended July 30, 1995, Commission File No.
                        0-17017)
  
             4.2    -   Certificate of Amendment to the Certificate of 
                        Incorporation, dated May 6, 1988 and filed May 9, 1988
                        (incorporated by reference to Exhibit 3.2 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        July 30, 1995, Commission File No. 0-17017)
  
             4.3    -   Certificate of Amendment to the Certificate of
                        Incorporation, dated June 19, 1991 and filed June 21, 1991
                        (incorporated by reference to Exhibit 3.3 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        July 30, 1995, Commission File No. 0-17017)
  
             4.4    -   Certificate of Amendment to the Certificate of
                        Incorporation, dated June 19, 1992 and filed July 10, 1992
                        (incorporated by reference to Exhibit 3.4 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        July 30, 1995, Commission File No. 0-17017)
  
             4.5    -   Certificate of Correction Filed to Correct Certain Errors
                        in the Certificate of Amendment of Certificate of
                        Incorporation Filed in the Office of the Secretary of State
                        of Delaware on May 9, 1988, and in the Certificate of
                        Amendment of Certificate of Incorporation Filed in the
                        Office of the Secretary of State of Delaware on July 10,
                        1992, dated April 27, 1994 and filed May 5, 1994
                        (incorporated by reference to Exhibit 3.6 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        July 30, 1995, Commission File No. 0-17017)
  
             4.6    -   Certificate of Amendment to Certificate of Incorporation,
                        dated July 31, 1995 and filed August 3, 1995 (incorporated
                        by reference to Exhibit 3.7 to the Company's Quarterly
                        Report on Form 10-Q for the fiscal quarter ended July 30,
                        1995, Commission File No. 0-17017)
  
             4.7    -   Certificate of Amendment to Certificate of Incorporation,
                        dated and filed July 18, 1997 (incorporated by reference to
                        Exhibit 3 to the Company's Quarterly Report on Form 10-Q for
                        the fiscal quarter ended August 3, 1997, Commission File No.
                        0-17017)
  
             4.8    -   Certificate of Amendment to Certificate of Incorporation,
                        dated and filed August 12, 1998 (incorporated by reference
                        to Exhibit 4 to the Company's Quarterly Report on Form 10-Q
                        for the fiscal quarter ended August 12, 1998, Commission
                        File No. 0-17017)
  
             4.9    -   Restated Bylaws,  as adopted on November 29, 1995
                        (incorporated by reference to Exhibit 3.3 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        October 29, 1995, Commission File No. 0-17017)
  
            4.10    -   Rights Agreement,  dated as of November 29, 1995
                        (incorporated by reference to Exhibit 4 to the Company's
                        Quarterly Report on Form 10-Q for the fiscal quarter ended
                        October 29, 1995, Commission File No. 0-17017) 
  
             5.1    -   Opinion of Thomas H. Welch, Jr., General Corporate Counsel
  
            23.1    -   Consent of PricewaterhouseCoopers LLP
  
            23.2    -   Consent of legal counsel (included in Exhibit 5.1)
  
            24.1    -   Power of Attorney (set forth on signature page)
  
            99.1    -   Dell Computer Corporation 1998 Broad-Based Stock Option
                        Plan