FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * POWELL DENNIS D   2. Issuer Name and Ticker or Trading Symbol VMWARE, INC. [VMW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3401 HILLVIEW AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 04/21/2011 (Street) PALO ALTO, CA 94304 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 04/21/2011   M   6,000 A $ 66.32 0 D   Class A Common Stock 04/21/2011   M   12,000 A $ 56.67 0 D   Class A Common Stock 04/21/2011   M   6,000 A $ 29.95 0 D   Class A Common Stock 04/21/2011   M   4,500 A $ 60.34 0 D   Class A Common Stock 04/21/2011   S   30,500 D $ 97.3 (1) (2) 6,000 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right-to-buy)

$ 66.32

04/21/2011

M

6,000

(3)

05/14/2015

Class A Common Stock

6,000

$ 0

0

D

Stock Option (right-to-buy)

$ 56.67

04/21/2011

M

12,000

(4)

01/31/2015

Class A Common Stock

12,000

$ 0

0

D

Stock Option (right-to-buy)

$ 29.95

04/21/2011

M

6,000

(5)

05/27/2016

Class A Common Stock

6,000

$ 0

0

D

Stock Option (right-to-buy)

$ 60.34

04/21/2011

M

4,500

(6)

05/21/2017

Class A Common Stock

4,500

$ 0

1,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
POWELL DENNIS D 3401 HILLVIEW AVENUE PALO ALTO, CA 94304	X

Signatures

/s/ Larry Wainblat, attorney-in-fact		04/25/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Price represents weghted average for sales reported. The range of prices for the sales reported is $97.14 through $97.50.
(2)	The reporting person will provide upon request by the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(3)	The option, representing a right to purchase a total of 6,000 shares of Class A Common stock, became exercisable with respect to 1,500 shares on each of August 14, 2008, November 14, 2008, February 14, 2009 and May 14, 2009.
(4)	The option, representing a right to purchase a total of 12,000 shares of Class A Common stock, became exercisable with respect to 6,000 shares on each of November 8, 2008 and November 8, 2009.
(5)	The option, representing a right to purchase a total of 6,000 shares of Class A Common stock, became exercisable with respect to 1,500 shares on each of August 27, 2009, November 27, 2009, February 27, 2010 and May 27, 2010.
(6)	The option, representing a right to purchase a total of 6,000 shares of Class A Common stock, became exercisable with respect to 1,500 shares on each of August 21, 2010, November 21, 2010 and February 21, 2011 and vests with respect to the remaining 1,500 shares on May 21, 2011.

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