PROSPECTUS SUPPLEMENT
(To Prospectus dated June 26, 1997)
EMC CORPORATION
$517,500,000 Principal Amount of
3 1/4% Convertible Subordinated Notes due 2002
(Interest Payable March 15 and September 15)
22,842,639 Shares of Common Stock
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This document supplements the Prospectus dated June 26, 1997
relating to (i) $517,500,000 aggregate principal amount of 3 1/4%
Convertible Subordinated Notes due 2002 (the "Notes") of EMC
Corporation, a Massachusetts corporation (the "Company"), and
(ii) 22,842,639 shares of common stock, par value $.01 per share,
of the Company (the "Common Stock"), which are initially issuable
upon conversion of the Notes plus such additional indeterminate
number of shares of Common Stock as may become issuable upon
conversion of the Notes as a result of adjustments to the
conversion price (the "Shares"). The Notes and the Shares that
are being registered hereby are to be offered for the account of
the holders thereof (the "Selling Securityholders"). The Notes
were issued and sold in March 1997 in transactions exempt from
the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), to persons reasonably believed by
Smith Barney Inc., Alex. Brown & Sons Incorporated and Morgan
Stanley & Co. Incorporated (the "Initial Purchasers") to be
"qualified institutional buyers" (as defined in Rule 144A under
the Securities Act) or institutional "accredited investors" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) or outside the United States to certain persons in offshore
transactions in reliance on Regulation S under the Securities
Act. This Prospectus Supplement is incorporated by reference
into the Prospectus and should be read in conjunction with the
Prospectus. All terms used herein shall have the meaning
assigned to them in the Prospectus.
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SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE
ACCOMPANYING PROSPECTUS FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
______________________
The date of this Prospectus Supplement is February 20, 1998.
The following information supplements and updates the
information found on pages 23-26 of the Prospectus under the
caption "Selling Securityholders" as previously supplemented and
amended by amending such information based upon certain
information furnished to the Company through February 20, 1998 as
to the security ownership of the Selling Securityholders to add
the following to the list of Selling Securityholders:
Aggregate Principal Number of Shares
Amount of Notes of Common Stock
Name that may be Sold that may be Sold*
Bond Fund Series - Oppenheimer
Bond Fund for Growth 3,000,000 132,421
Pacific Innovation Trust Capital
Income Fund 25,000 1,103
Sage Capital 1,000,000 44,140
TQA Leverage Fund, L.P. 600,000 26,484
TQA Vantage Fund, Ltd. 2,000,000 88,280
TQA Vantage Plus, Ltd. 400,000 17,656
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* Assumes a conversion price of $22.655 per share and a cash
payment in lieu of any fractional share interest.