FORM 3

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

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1. Name and Address of Reporting Person *   Eschenbach Carl M. 2. Date of Event Requiring Statement (Month/Day/Year) 01/27/2011 3. Issuer Name and Ticker or Trading Symbol VMWARE, INC. [VMW] (Last) (First) (Middle) 3401 HILLVIEW AVE. 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Co-President, Customer Ops. 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) PALO ALTO, CA 94304 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Class A Common Stock 99,103 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	  (1)	05/03/2016	Class A Common Stock	15,290	$ 21.87	D	Â
Employee Stock Option (right to buy)	  (2)	06/08/2013	Class A Common Stock	43,751	$ 23	D	Â
Employee Stock Option (right to buy)	  (3)	06/15/2015	Class A Common Stock	31,251	$ 30.8	D	Â

Reporting Owners

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

Signatures

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

Explanation of Responses:

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

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