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 * Eschenbach Carl M.   2. Issuer Name and Ticker or Trading Symbol VMWARE, INC. [VMW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP Worldwide Field Operations (Last) (First) (Middle) 3401 HILLVIEW AVE. 3. Date of Earliest Transaction (Month/Day/Year) 06/04/2009 (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 06/04/2009   M   6,116 A $ 18.3 0 D   Class A Common Stock 06/04/2009   M   15,290 A $ 21.87 0 D   Class A Common Stock 06/04/2009   M   25,000 A $ 23 0 D   Class A Common Stock 06/04/2009   S   46,406 D $ 31.2854 (1) (2) 100,000 D   Class A Common Stock 06/05/2009   M   40,000 A $ 23 0 D   Class A Common Stock 06/05/2009   S   40,000 D $ 32.5922 (2) (3) 100,000 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)

$ 18.3

06/04/2009

M

6,116

04/29/2009

04/29/2014

Class A Common Stock

6,116

$ 0

0

D

Stock Option (right-to-buy)

$ 21.87

06/04/2009

M

15,290

(4)

05/03/2016

Class A Common Stock

15,290

$ 0

30,579

D

Stock Option (right-to-buy)

$ 23

06/04/2009

M

25,000

(5)

06/08/2013

Common Stock

25,000

$ 0

238,000

D

Stock Option (right-to-buy)

$ 23

06/05/2009

M

40,000

(5)

06/08/2013

Common Stock

40,000

$ 0

198,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Eschenbach Carl M. 3401 HILLVIEW AVE. PALO ALTO, CA 94304			EVP Worldwide Field Operations

Signatures

Larry Wainblat, attorney-in-fact		06/08/2009
**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 weighted average price for sales reported. The range of prices for the sales reported is $31.01 through $31.50.
(2)	The reporting person will provide upon request by the commission staff, the issuer or a secutiy holder of the issuer, full information regarding the number of shares sold at each separate price.
(3)	Price represents weighted average price for sales reported. The range of prices for the sales reported is $32.54 through $32.71.
(4)	The option, representing a right to purchase a total of 61,158 shares of Class A common stock, became exercisable in four equal annual installments on each of May 3, 2008, 2009, 2010 and 2011.
(5)	The option, representing a right to purchase a total of 350,000 shares of Class A common stock, became exercisable as to one-quarter of the shares on June 8, 2008 and vests in 36 equal monthly installments as to the remaining shares until fully exercisable on June 8, 2011.

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