<PAGE>   1

     As filed with the Securities and Exchange Commission on July 14, 1994
                                              Registration No. 33-______________
================================================================================

                                    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.)   

                            9505 ARBORETUM BOULEVARD
                            AUSTIN, TEXAS 78759-7299
                 (Address, including ZIP code, of registrant's
                          principal executive offices)

                DELL COMPUTER CORPORATION 1993 STOCK OPTION PLAN
                            (Full title of the plan)

                                MICHAEL S. DELL
                           DELL COMPUTER CORPORATION
                            9505 ARBORETUM BOULEVARD
                            AUSTIN, TEXAS 78759-7299
                                 (512) 338-4400
           (Name, address, including ZIP code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
<TABLE>
<S>                                                             <C>            
ROBERT L. KIMBALL                                                       RICHARD E. SALWEN                                          
JOHNSON & WORTLEY, P.C.                                         DELL COMPUTER CORPORATION                                          
900 JACKSON STREET                                               9505 ARBORETUM BOULEVARD                                          
DALLAS, TEXAS  75202                                            AUSTIN, TEXAS  78759-7299                                          
</TABLE>                                                                       

<TABLE>
<CAPTION>
                                 CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                   Proposed                Proposed                                        
         Title of                                   maximum                maximum                                         
        securities          Amount to be        offering price            aggregate              Amount of                 
     to be registered        registered          per share (1)        offering price (1)     registration fee              
- ------------------------------------------------------------------------------------------------------------------
       <S>                   <C>                <C>                 <C>                      <C>                           
       Common Stock          2,216,370          $  26.94            $ 59,709,007.80          $ 20,589.46                   
                             Shares (2)                                                                                    
==================================================================================================================
</TABLE>                                                                       

(1)      Estimated solely for the purpose of calculating the registration fee
         in accordance with Rule 457(h) promulgated under the Securities Act of
         1933, as amended, based on the average of the high and low prices for
         registrant's common stock reported in the NASDAQ National Market
         System on July 7, 1994, pursuant to Rule 457(c).

(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 1989 Stock
         Option Plan.
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The documents listed in (a) through (c) below are hereby incorporated
by reference into this registration statement on Form S-8 (this "Registration
Statement").

         (a)     The registrant's Annual Report on Form 10-K for the fiscal
                 year ended January 30, 1994.

         (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                 the Securities Exchange Act of 1934 since the end of the
                 fiscal year covered by the Annual Report on Form 10-K referred
                 to in (a) above.

         (c)     The description of the registrant's common stock in Item 1 of
                 the registrant's Registration Statement on Form 8-A dated June
                 20, 1988, including any amendment or report filed for the
                 purpose of updating such description.

         All documents subsequently filed by Dell Computer Corporation (the
"Company" or "Registrant") pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the
date of this Registration Statement and before  the filing of a post-effective
amendment to the Registration Statement which indicates that all shares of
Common Stock, par value $.01 per share, offered hereunder have been sold or
that deregister all such shares then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Required.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant's Certificate of Incorporation provides that no
director of the Registrant will be personally liable to the Registrant or any
of its stockholders for monetary damages arising from the director's breach of
fiduciary duty as a director.  However, this does not apply with respect to any
action in which the director would be liable under Section 174 of Title 8 of
the General Corporation Law of Delaware nor does it apply with respect to any
liability in which the director (i) breached his duty of loyalty to the
Registrant; (ii) did not act in good faith or, in failing to act, did not act
in good faith; (iii) acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a manner
involving intentional misconduct or a knowing violation of law; or (iv) derived
an improper personal benefit.

         The Registrant's Certificate of Incorporation and Bylaws provide that
it will indemnify its officers and directors and former officers and directors
against any expenses, judgments or settlement payments sustained or paid by
such persons as a result of having acted as an officer or director of the
Registrant, or, at the request of the Registrant, as an officer, director,
agent or employee of another business entity.  The Bylaws further provide that





                                       2
<PAGE>   3
the Registrant may, by action of its Board of Directors, provide
indemnification to employees and agents of the Registrant, individually or as a
group, with the same scope and effect as the indemnification of directors and
officers.

         The Registrant has entered into indemnity contracts with some of its
executive officers and directors.  Each such Indemnity Agreement provides for
indemnification of officers and directors of the Registrant to the greatest
extent permitted by the General Corporation Law of Delaware and additionally
provides (i) that such persons shall be indemnified for amounts paid in
settlement of derivative actions; (ii) for advances of investigation and
litigation expenses subject to repayment if indemnification is disallowed;
(iii) that indemnification is available unless the Board of Directors or
independent legal counsel determines that the relevant standards were not
satisfied, with the Registrant bearing the burden of proving same in any suit
for indemnification; (iv) for partial indemnification where the officer or
director is not entitled to full indemnification; (v) that no claim or cause of
action may be asserted by or on behalf of the Registrant after the expiration
of two years from the date such persons cease to be directors and/or officers
with respect to claims against them in such capacities; and (vi) for payment to
such persons of expenses incurred in connection with the successful
prosecution, in whole or in part, of any amount not timely paid (generally
within 30 days of demand) by the Registrant.  In addition, the Registrant
currently maintains directors and officers liability insurance.

         Pursuant to the provisions of Section 145 of the General Corporation
Law of Delaware, every Delaware corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of any corporation, partnership,
joint venture, trust or other enterprise, against any and all expenses,
judgments, fines and amounts paid in settlement and reasonably incurred in
connection with such action, suit or proceeding.  The power to indemnify
applies only if such person acted in good faith and in a manner he reasonably
believed to be in the best interest, or not opposed to the best interest, of
the corporation and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right
of the corporation as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication of negligence or misconduct
unless the court, in its discretion, believes that in light of all the
circumstances indemnification should apply.

         To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled pursuant to Section 145 to indemnification as
described above.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable





                                       3
<PAGE>   4
ITEM 8.  EXHIBITS

<TABLE>
         <S>     <C>
         4.1     Certificate of Incorporation of Dell Computer Corporation, as amended (incorporated by reference to Exhibit 3.1 of
                 the Company's Annual Report on Form 10-K for the year ended February 2, 1992, Commission File No. 0-17017).

         4.2     Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit
                 3.2 of the Company's Annual Report on Form 10-K for the year ended January 31, 1993, Commission File No. 0-17017).

         4.3     Certificate of Stock Designation of the Company (incorporated by reference to Exhibit 3.3 of the Company's
                 Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on October 1, 1993,
                 Registration No. 33-69680).

         4.4     Certificate of Corrections dated April 27, 1994 (incorporated by reference to Exhibit 3.1 of the Company's Report
                 on form 10-Q for the Quarterly Period ended May 1, 1994, Commission file No. 0-17017).

         4.5     Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form
                 10-K for the year ended February 2, 1992, Commission File No. 0-17017).

         4.6     Dell Computer Corporation 1993 Stock Option Plan (incorporated by reference to Exhibit 10.36 of the Company's
                 Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on October 1, 1993,
                 Registration Statement No. 33-69680).

         4.7     Form of Incentive Stock Option Agreement and Nonstatutory Stock Option Agreement under the 1993 Stock Option Plan
                 (incorporated by reference to Exhibit 10.37 of the Company's Registration Statement on Form S-4 as filed with the
                 Securities and Exchange Commission on October 1, 1993, Registration Statement No. 33-69680).

         5       Opinion of Johnson & Wortley, P.C.

         23.1    Consent of Price Waterhouse.

         23.2    Consent of Johnson & Wortley, P.C. (included in Exhibit 5)

         24      Power of Attorney of officers and directors of the Company (included on signature page).
</TABLE>

ITEM 9.  UNDERTAKINGS

         (a)     The undersigned Registrant hereby undertakes:

         1.      To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                 (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of the 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 the Registration Statement;





                                       4
<PAGE>   5
                 (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

         2.      That, for any 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.

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant'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 the 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.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant 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 Registrant 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.





                                       5
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Austin, State of Texas, on July 8, 1994.


                                        DELL COMPUTER CORPORATION
                                        (Registrant)



                                        By:  /s/ MICHAEL S. DELL
                                                 Michael S. Dell
                                                 Chairman of the Board and
                                                 Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.  Each person whose signature appears
below hereby authorizes and appoints Michael S. Dell and Thomas J. Meredith as
his or her attorney-in-fact to sign on his or her behalf individually and in
the capacity stated below all amendments and to this Registration Statement as
that attorney-in-fact may deem necessary or appropriate.



<TABLE>
<S>                                                                                                             <C>
/s/ MICHAEL S. DELL                                                                                             July 8, 1994
- --------------------------------------------------                                                                                 
Michael S. Dell
Chairman of the Board, Chief Executive Officer and Director



/s/ THOMAS J. MEREDITH                                                                                          July 8, 1994
- ------------------------------------------------                                                                                   
Thomas J. Meredith
Chief Financial Officer
(principal financial officer)



/s/ DONALD J. CARTY                                                                                             July 8, 1994
- -------------------------------------------------                                                                                  
Donald J. Carty
Director



/s/ PAUL O. HIRSCHBIEL, JR.                                                                                     July 8, 1994
- --------------------------------------------------                                                                                 
Paul O. Hirschbiel, Jr.
Director
</TABLE>
<PAGE>   7



<TABLE>
<S>                                                                                                                   <C>
/s/ MICHAEL H. JORDAN                                                                                                 July 8, 1994
- -------------------------------------------------                                                                                  
Michael H. Jordan
Director



/s/ GEORGE KOZMETSKY                                                                                                  July 8, 1994
- ------------------------------------------------                                                                                   
George Kozmetsky
Director



/s/ THOMAS W. LUCE III                                                                                                July 8, 1994
- -----------------------------------------------                                                                                    
Thomas W. Luce III
Director



/s/ CLAUDINE B. MALONE                                                                                                July 8, 1994
- ------------------------------------------------                                                                                   
Claudine B. Malone
Director
</TABLE>
<PAGE>   8
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                                                      Sequentially
Exhibit                                                                                                                 Numbered
  No.                                       Description of Exhibits                                                       Page    
- -------                                     -----------------------                                                   ------------
         <S>     <C>
         4.1     Certificate of Incorporation of Dell Computer Corporation, as amended (incorporated by reference to Exhibit 3.1 of
                 the Company's Annual Report on Form 10-K for the year ended February 2, 1992, Commission File No. 0-17017).

         4.2     Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit
                 3.2 of the Company's Annual Report on Form 10-K for the year ended January 31, 1993, Commission File No. 0-17017).

         4.3     Certificate of Stock Designation of the Company (incorporated by reference to Exhibit 3.3 of the Company's
                 Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on October 1, 1993,
                 Registration No. 33-69680).

         4.4     Certificate of Corrections dated April 27, 1994 (incorporated by reference to Exhibit 3.1 of the Company's Report
                 on form 10-Q for the Quarterly Period ended May 1, 1994, Commission file No. 0-17017).

         4.5     Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form
                 10-K for the year ended February 2, 1992, Commission File No. 0-17017).

         4.6     Dell Computer Corporation 1993 Stock Option Plan (incorporated by reference to Exhibit 10.36 of the Company's
                 Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on October 1, 1993,
                 Registration Statement No. 33-69680).

         4.7     Form of Incentive Stock Option Agreement and Nonstatutory Stock Option Agreement under the 1993 Stock Option Plan
                 (incorporated by reference to Exhibit 10.37 of the Company's Registration Statement on Form S-4 as filed with the
                 Securities and Exchange Commission on October 1, 1993, Registration Statement No. 33-69680).

         5*      Opinion of Johnson & Wortley, P.C.

         23.1*   Consent of Price Waterhouse.

         23.2    Consent of Johnson & Wortley, P.C. (included in Exhibit 5)

         24      Power of Attorney of officers and directors of the Company (included on signature page).
</TABLE>

_________________________
* Filed herewith.





                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24585}]
{"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": "033-54577", "film-number": "94538905"}, "business-address": {"street1": "9505 ARBORETUM BLVD", "city": "AUSTIN", "state": "TX", "zip": "78759-7299", "phone": "5123384400"}, "mail-address": {"street1": "9505 ARBORETUM BLVD", "city": "AUSTIN", "state": "TX", "zip": "78759-7299"}}
1

     As filed with the Securities and Exchange Commission on July 14, 1994
                                              Registration No. 33-______________
================================================================================

                                    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.)   

                            9505 ARBORETUM BOULEVARD
                            AUSTIN, TEXAS 78759-7299
                 (Address, including ZIP code, of registrant's
                          principal executive offices)

                DELL COMPUTER CORPORATION 1993 STOCK OPTION PLAN
                            (Full title of the plan)

                                MICHAEL S. DELL
                           DELL COMPUTER CORPORATION
                            9505 ARBORETUM BOULEVARD
                            AUSTIN, TEXAS 78759-7299
                                 (512) 338-4400
           (Name, address, including ZIP code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
ROBERT L. KIMBALL                                                       RICHARD E. SALWEN                                          
JOHNSON & WORTLEY, P.C.                                         DELL COMPUTER CORPORATION                                          
900 JACKSON STREET                                               9505 ARBORETUM BOULEVARD                                          
DALLAS, TEXAS  75202                                            AUSTIN, TEXAS  78759-7299
CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                   Proposed                Proposed                                        
         Title of                                   maximum                maximum                                         
        securities          Amount to be        offering price            aggregate              Amount of                 
     to be registered        registered          per share (1)        offering price (1)     registration fee              
- ------------------------------------------------------------------------------------------------------------------
Common Stock          2,216,370          $  26.94            $ 59,709,007.80          $ 20,589.46                   
                             Shares (2)                                                                                    
==================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee
         in accordance with Rule 457(h) promulgated under the Securities Act of
         1933, as amended, based on the average of the high and low prices for
         registrant's common stock reported in the NASDAQ National Market
         System on July 7, 1994, pursuant to Rule 457(c).

(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 1989 Stock
         Option Plan.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The documents listed in (a) through (c) below are hereby incorporated
by reference into this registration statement on Form S-8 (this "Registration
Statement").

         (a)     The registrant's Annual Report on Form 10-K for the fiscal
                 year ended January 30, 1994.

         (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                 the Securities Exchange Act of 1934 since the end of the
                 fiscal year covered by the Annual Report on Form 10-K referred
                 to in (a) above.

         (c)     The description of the registrant's common stock in Item 1 of
                 the registrant's Registration Statement on Form 8-A dated June
                 20, 1988, including any amendment or report filed for the
                 purpose of updating such description.

         All documents subsequently filed by Dell Computer Corporation (the
"Company" or "Registrant") pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the
date of this Registration Statement and before  the filing of a post-effective
amendment to the Registration Statement which indicates that all shares of
Common Stock, par value $.01 per share, offered hereunder have been sold or
that deregister all such shares then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Required.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant's Certificate of Incorporation provides that no
director of the Registrant will be personally liable to the Registrant or any
of its stockholders for monetary damages arising from the director's breach of
fiduciary duty as a director.  However, this does not apply with respect to any
action in which the director would be liable under Section 174 of Title 8 of
the General Corporation Law of Delaware nor does it apply with respect to any
liability in which the director (i) breached his duty of loyalty to the
Registrant; (ii) did not act in good faith or, in failing to act, did not act
in good faith; (iii) acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a manner
involving intentional misconduct or a knowing violation of law; or (iv) derived
an improper personal benefit.

         The Registrant's Certificate of Incorporation and Bylaws provide that
it will indemnify its officers and directors and former officers and directors
against any expenses, judgments or settlement payments sustained or paid by
such persons as a result of having acted as an officer or director of the
Registrant, or, at the request of the Registrant, as an officer, director,
agent or employee of another business entity.  The Bylaws further provide that

                                       2
3
the Registrant may, by action of its Board of Directors, provide
indemnification to employees and agents of the Registrant, individually or as a
group, with the same scope and effect as the indemnification of directors and
officers.

         The Registrant has entered into indemnity contracts with some of its
executive officers and directors.  Each such Indemnity Agreement provides for
indemnification of officers and directors of the Registrant to the greatest
extent permitted by the General Corporation Law of Delaware and additionally
provides (i) that such persons shall be indemnified for amounts paid in
settlement of derivative actions; (ii) for advances of investigation and
litigation expenses subject to repayment if indemnification is disallowed;
(iii) that indemnification is available unless the Board of Directors or
independent legal counsel determines that the relevant standards were not
satisfied, with the Registrant bearing the burden of proving same in any suit
for indemnification; (iv) for partial indemnification where the officer or
director is not entitled to full indemnification; (v) that no claim or cause of
action may be asserted by or on behalf of the Registrant after the expiration
of two years from the date such persons cease to be directors and/or officers
with respect to claims against them in such capacities; and (vi) for payment to
such persons of expenses incurred in connection with the successful
prosecution, in whole or in part, of any amount not timely paid (generally
within 30 days of demand) by the Registrant.  In addition, the Registrant
currently maintains directors and officers liability insurance.

         Pursuant to the provisions of Section 145 of the General Corporation
Law of Delaware, every Delaware corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of any corporation, partnership,
joint venture, trust or other enterprise, against any and all expenses,
judgments, fines and amounts paid in settlement and reasonably incurred in
connection with such action, suit or proceeding.  The power to indemnify
applies only if such person acted in good faith and in a manner he reasonably
believed to be in the best interest, or not opposed to the best interest, of
the corporation and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right
of the corporation as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication of negligence or misconduct
unless the court, in its discretion, believes that in light of all the
circumstances indemnification should apply.

         To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled pursuant to Section 145 to indemnification as
described above.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable

                                       3
4
ITEM 8.  EXHIBITS
4.1     Certificate of Incorporation of Dell Computer Corporation, as amended (incorporated by reference to Exhibit 3.1 of
                 the Company's Annual Report on Form 10-K for the year ended February 2, 1992, Commission File No. 0-17017).

         4.2     Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit
                 3.2 of the Company's Annual Report on Form 10-K for the year ended January 31, 1993, Commission File No. 0-17017).

         4.3     Certificate of Stock Designation of the Company (incorporated by reference to Exhibit 3.3 of the Company's
                 Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on October 1, 1993,
                 Registration No. 33-69680).

         4.4     Certificate of Corrections dated April 27, 1994 (incorporated by reference to Exhibit 3.1 of the Company's Report
                 on form 10-Q for the Quarterly Period ended May 1, 1994, Commission file No. 0-17017).

         4.5     Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form
                 10-K for the year ended February 2, 1992, Commission File No. 0-17017).

         4.6     Dell Computer Corporation 1993 Stock Option Plan (incorporated by reference to Exhibit 10.36 of the Company's
                 Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on October 1, 1993,
                 Registration Statement No. 33-69680).

         4.7     Form of Incentive Stock Option Agreement and Nonstatutory Stock Option Agreement under the 1993 Stock Option Plan
                 (incorporated by reference to Exhibit 10.37 of the Company's Registration Statement on Form S-4 as filed with the
                 Securities and Exchange Commission on October 1, 1993, Registration Statement No. 33-69680).

         5       Opinion of Johnson & Wortley, P.C.

         23.1    Consent of Price Waterhouse.

         23.2    Consent of Johnson & Wortley, P.C. (included in Exhibit 5)

         24      Power of Attorney of officers and directors of the Company (included on signature page).
ITEM 9.  UNDERTAKINGS

         (a)     The undersigned Registrant hereby undertakes:

         1.      To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                 (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of the 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 the Registration Statement;

                                       4
5
                 (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

         2.      That, for any 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.

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant'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 the 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.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant 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 Registrant 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.

                                       5
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Austin, State of Texas, on July 8, 1994.

                                        DELL COMPUTER CORPORATION
                                        (Registrant)

                                        By:  /s/ MICHAEL S. DELL
                                                 Michael S. Dell
                                                 Chairman of the Board and
                                                 Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.  Each person whose signature appears
below hereby authorizes and appoints Michael S. Dell and Thomas J. Meredith as
his or her attorney-in-fact to sign on his or her behalf individually and in
the capacity stated below all amendments and to this Registration Statement as
that attorney-in-fact may deem necessary or appropriate.
/s/ MICHAEL S. DELL                                                                                             July 8, 1994
- --------------------------------------------------                                                                                 
Michael S. Dell
Chairman of the Board, Chief Executive Officer and Director

/s/ THOMAS J. MEREDITH                                                                                          July 8, 1994
- ------------------------------------------------                                                                                   
Thomas J. Meredith
Chief Financial Officer
(principal financial officer)

/s/ DONALD J. CARTY                                                                                             July 8, 1994
- -------------------------------------------------                                                                                  
Donald J. Carty
Director

/s/ PAUL O. HIRSCHBIEL, JR.                                                                                     July 8, 1994
- --------------------------------------------------                                                                                 
Paul O. Hirschbiel, Jr.
Director
7
/s/ MICHAEL H. JORDAN                                                                                                 July 8, 1994
- -------------------------------------------------                                                                                  
Michael H. Jordan
Director

/s/ GEORGE KOZMETSKY                                                                                                  July 8, 1994
- ------------------------------------------------                                                                                   
George Kozmetsky
Director

/s/ THOMAS W. LUCE III                                                                                                July 8, 1994
- -----------------------------------------------                                                                                    
Thomas W. Luce III
Director

/s/ CLAUDINE B. MALONE                                                                                                July 8, 1994
- ------------------------------------------------                                                                                   
Claudine B. Malone
Director
8
                                 EXHIBIT INDEX
Sequentially
Exhibit                                                                                                                 Numbered
  No.                                       Description of Exhibits                                                       Page    
- -------                                     -----------------------                                                   ------------
4.1     Certificate of Incorporation of Dell Computer Corporation, as amended (incorporated by reference to Exhibit 3.1 of
                 the Company's Annual Report on Form 10-K for the year ended February 2, 1992, Commission File No. 0-17017).

         4.2     Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit
                 3.2 of the Company's Annual Report on Form 10-K for the year ended January 31, 1993, Commission File No. 0-17017).

         4.3     Certificate of Stock Designation of the Company (incorporated by reference to Exhibit 3.3 of the Company's
                 Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on October 1, 1993,
                 Registration No. 33-69680).

         4.4     Certificate of Corrections dated April 27, 1994 (incorporated by reference to Exhibit 3.1 of the Company's Report
                 on form 10-Q for the Quarterly Period ended May 1, 1994, Commission file No. 0-17017).

         4.5     Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form
                 10-K for the year ended February 2, 1992, Commission File No. 0-17017).

         4.6     Dell Computer Corporation 1993 Stock Option Plan (incorporated by reference to Exhibit 10.36 of the Company's
                 Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on October 1, 1993,
                 Registration Statement No. 33-69680).

         4.7     Form of Incentive Stock Option Agreement and Nonstatutory Stock Option Agreement under the 1993 Stock Option Plan
                 (incorporated by reference to Exhibit 10.37 of the Company's Registration Statement on Form S-4 as filed with the
                 Securities and Exchange Commission on October 1, 1993, Registration Statement No. 33-69680).

         5*      Opinion of Johnson & Wortley, P.C.

         23.1*   Consent of Price Waterhouse.

         23.2    Consent of Johnson & Wortley, P.C. (included in Exhibit 5)

         24      Power of Attorney of officers and directors of the Company (included on signature page).
_________________________
* Filed herewith.

                                       8