EMC CORP, 10-K, 1995-03-29

EMC CORP
10-K, 1995-03-29
COMPUTER PERIPHERAL EQUIPMENT, NEC

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_____________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 10-K

ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1994 Commission File No 1-9853

EMC CORPORATION

Massachusetts No. 04-2680009
State of Incorporation I.R.S. Employer Identification Number

171 South Street, Hopkinton, Massachusetts 01748
Telephone: (508) 435-1000
__________________________________________________________________
<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934

For the Fiscal Year Ended: Commission File Number 1-9853
December 31, 1994
EMC CORPORATION
(Exact name of registrant as specified in its charter)

Massachusetts 04-2680009
(State or other jurisdiction (I.R.S. Employer Identification
of organization or incorporation) Number)

171 South Street
Hopkinton, Massachusetts 01748
(Address of principal executive offices, including zip code)

(508) 435-1000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class: Name of Each Exchange on Which Registered:
Common Stock, $.01 par value New York Stock Exchange
6 1/4% Convertible Subordinated New York Stock Exchange
Debentures due 2002
4 1/4% Convertible Subordinated New York Stock Exchange
Notes due 2001

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes X No

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

The aggregate market value of voting stock held by nonaffiliates of the
registrant was $2,957,754,467 as of March 15, 1995.

The number of shares of Common Stock, $.01 par value, outstanding as of
March 15, 1995 was 200,322,666.

DOCUMENTS INCORPORATED BY REFERENCE

The information required in response to Part III of Form 10-K is hereby
incorporated by reference to the specified portions of the registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on May 10, 1995.

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ITEM 1. BUSINESS

EMC Corporation and its subsidiaries ("EMC" or the "Company") design,
manufacture, market and support high performance storage products and provide
related services for mainframe and midrange computer systems manufactured
primarily by International Business Machines Corporation ("IBM"), Unisys
Corporation ("Unisys") and Compagnie des Machines Bull S.A. ("Bull"). The
Company recently announced a family of products aimed at the open systems
storage marketplace. The Company develops its products by integrating
technologically advanced industry standard components and devices with
Company designed proprietary controller technology to produce storage
products that enhance the performance, reliability, availability and
functionality of computer systems.

The Company's principal products are based on Integrated Cached Disk Array
("ICDA") technology which combines high-speed semiconductor cache memory with
an array of industry standard disk drives. ICDA-based products represented
approximately 93% of the Company's revenues in 1994, 91% in 1993 and 74% in
1992. These products include the Symmetrix series of high speed ICDA-based
storage systems for the IBM and IBM-compatible, Unisys and Bull mainframe
computer markets. In November 1992, the Symmetrix product line was expanded
to include the Model 5500 which features storage capacities of up to 360
gigabytes ("GB's"), hardware and channel redundancy, full system battery
backup, nondisruptive component upgrade and replacement, and remote
diagnostic features. In May 1994, the Company introduced an expanded version
of the Model 5500, extending its capacity to over one terabyte of storage.
The Company also markets the Harmonix series of high speed ICDA-based storage
systems for the IBM AS/400 midrange computer market. In November 1994, the
Company introduced its Centriplex family of ICDA products for the developing
open systems storage marketplace.

Additionally, the Company provides solid-state disk ("SSD") devices, main
memory products and tape back-up systems.

The customers for these products are located worldwide and represent a cross
section of industries and government agencies that range in size from Fortune
500 companies to small businesses. The Company markets its products in North
and South America, Europe and the Asia Pacific region through its direct
sales force, distributors and original equipment manufacturers ("OEMs"). All
products sold directly to end-users are maintained and serviced by the
Company or third party providers. Products sold through distributors or OEMs
are normally maintained by the reseller.

EMC, a Massachusetts corporation incorporated in 1979, has its corporate
headquarters located at 171 South Street, Hopkinton, Massachusetts.

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Company Strategy

The Company's objective is to be a leading provider of high performance, high
reliability storage systems to selected mainframe and midrange computer
markets as well as the open systems storage market. Over the past decade the
technological advances made in central processing units ("CPUs") have far
exceeded advances made in the area of data storage systems. These CPU
advances have created an input/output bottleneck which limits the performance
of computer systems running applications that require frequent and high speed
access to data. The Company's products have been designed to significantly
reduce this performance bottleneck. The major elements of the Company's
strategy are set forth below.

Innovative Architectural Design

The Company has developed a common product architecture, called
MOSAIC:2000, on which its principal products are based. This architectural
framework is based upon a modular design and industry standard interfaces that
allows new technologies to be incorporated more rapidly than with traditional
architectures and enhances portability to non-IBM environments. This
facilitates upgrades and enhancements that can extend the useful life of the
Company's storage systems and also extend the useful life of the customer's
CPU.

Proprietary Software Technology

The Company's products achieve high performance levels due in part to
proprietary software and microcode controller technology. This proprietary
controller technology, combined with large amounts of high speed cache memory
and arrays of industry standard disk drives, creates storage devices that
provide computer systems with enhanced performance, reliability and
functionality.

Multi-Channel Distribution Focus

The Company's strategy is to continue to expand in four distinct product
markets: the IBM and IBM-compatible mainframe market, the IBM AS/400
midrange market, the OEM market and the open systems storage market. To
access these markets the Company has adopted a multi-channel distribution
approach. The Company utilizes a direct sales force in the U.S., Canada,
Europe and Japan. The Company also utilizes third party distributors and
OEMs.

Mainframe Market

The mainframe storage market is estimated to be a multibillion dollar market
which the Company has penetrated with its ICDA-based products. The Company
believes that it is currently the leading manufacturer of storage systems that
allow users to bridge the gap between the speed at which the CPU can process
data and the traditional storage device's ability to provide the data to the
CPU.

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Product sales to the mainframe storage market represented approximately 88%,
82% and 70%, respectively, of EMC's 1994, 1993 and 1992 product revenue. In
September 1990, EMC introduced the Symmetrix series of ICDA-based products for
IBM and IBM-compatible mainframe computers. Symmetrix was the first
commercially available disk storage system for the IBM mainframe marketplace
that utilized arrays of smaller, industry standard 5 1/4" disk drives as an
alternative to the larger more expensive disk drives that traditionally had
been used with mainframe computers. By combining these smaller disk drives
with an integrated control unit, large amounts of cache memory and battery
backup, Symmetrix provides the user with what the Company believes to be the
highest performing disk storage product available in the marketplace today.
As a result of this integrated design, Symmetrix also occupies a smaller
footprint and has lower operating costs than data storage systems based on
conventional technology.

Since the introduction of the first Symmetrix model, the Model 4400 with a
maximum capacity of 24 GB's, EMC has added additional models that are both
smaller (the Model 4200 with a capacity of up to 16 GB's) and larger (the
Model 4800 with a capacity of up to 90 GB's) than the original. In November
1992, EMC introduced a new series of Symmetrix products called the Model 5500
(with a capacity of up to 360 GB's). The Model 5500 has many built-in
redundancy features allowing for continuous operation of the disk storage
system. This is particularly attractive to users whose data storage
requirements are dependent upon high performance and continuously available
data for mission critical applications. Each Model 5500 contains EMC's Auto
Call feature, which automatically generates a diagnostic phone call from the
unit to EMC's 24 hour Remote Support Facility if the unit detects a possible
problem. The Company has continually enhanced the Symmetrix family of
products with additional features and improved performance through a
combination of hardware and microcode enhancements. For example, in
September 1993, EMC announced the Model 4208-2S which increased the capacity
of the Symmetrix Model 4200 from 8 GB's to 16 GB's by using 3 1/2" disk
technology. In May 1994, the Company introduced an expanded version of the
Model 5500, extending its capacity to over one terabyte of storage. The
5200 series was also introduced in May 1994 with capacities ranging from 32
GB's to 272 GB's. The wide range of Symmetrix models allows EMC to broaden
its marketing efforts to address the storage needs of virtually all sizes of
IBM mainframe computer users.

EMC also designs and manufactures plug compatible main memory products for
IBM air cooled model 9121 mainframe computers and provides plug-in storage
modules for IBM 3990-3 cache control units.

Midrange Market

The Company believes that there is a large portion of the IBM AS/400 midrange
storage market that has not been penetrated by the Company's ICDA-based
products.

Midrange revenues grew modestly during 1994, with product sales to the
midrange storage market representing approximately 10%, 15% and 28%,
respectively, of EMC's product revenue in 1994, 1993 and 1992. In 1992, the

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Company introduced the first ICDA-based storage systems for the IBM AS/400
midrange computer market. This series of products, called Harmonix, uses
both 5 1/4" and 3 1/2" disk drives integrated with cache memory to provide
high performance, high capacity storage solutions for the AS/400 user.
During 1994, the Company expanded the Harmonix product line to allow the
Company to reach new users by including models featuring high capacity at a
lower cost as well as other models emphasizing high availability.

EMC also offers the Champion line of 8 millimeter ("mm") based Intelligent
Cached Tape Subsystems, which provides AS/400 users with high capacity, high
performance and unattended backup. These products feature an advanced
controller design and cache buffer combined with the ability to interleave
data to up to four 8 mm tape transports simultaneously, greatly improving the
speed of the backup operations. EMC's August 1993 acquisition of Magna Computer
Corporation ("Magna") augmented the Champion line of tape products by adding
4 mm and additional 8 mm and reel to reel tape products to the Company's
product portfolio.

The Company also provides main memory upgrades for selected AS/400 CPU
models.

OEM Market

The MOSAIC:2000 framework and the inherent flexibility of its open system
make EMC's products well suited to be sold by strategic OEMs in partnership
with the Company.

Since January 15, 1992, EMC has had an OEM agreement with Unisys for the
sale of Unisys-compatible Symmetrix products. This agreement currently extends
through December 31, 1998. As of December 1994, a Unisys-compatible version of
the Company's Modarray I product was added to this agreement. Unisys maintains
worldwide marketing rights to both the Symmetrix and Modarray I products for
use with Unisys systems under certain terms and conditions.

On February 11, 1993, the Company entered into a three-year OEM agreement
with Bull. Pursuant to the agreement, EMC granted Bull exclusive worldwide
marketing rights, with the exception of Japan, to EMC's Symmetrix 4800 series
of ICDA-based storage products for Bull mainframe computers, provided that Bull
purchases all of its requirements for high speed cached disk array storage
devices from EMC and meets certain minimum purchase requirements.

Open Systems Storage Market

In May 1993, the Company formed a Client/Server Division to develop storage
products for the growing open systems storage market. In November 1994, this
division became known as the Open Storage Group. The Company believes that
this market requires sophisticated data management technology to allow for
sharing of information while maintaining data integrity and reliability. The
Company's efforts are currently focused on further refining and developing a

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marketing strategy and business plan for selling products into the open
systems storage market. In November 1994, the Open Storage Group introduced
the Centriplex family of ICDA products aimed at the open systems storage
marketplace. Centriplex connects up to eight heterogeneous open systems
platforms to a single scalable storage device. In 1993 and 1994, revenues
from the Company's Open Storage Group were immaterial.

Marketing and Customers

EMC markets its products through multiple distribution channels, including its
direct sales force, selected distributors and OEMs. The Company has a direct
sales presence throughout North America and Europe, and in parts of the Asia
Pacific region and uses distributors as its primary distribution channel in the
rest of the Asia Pacific region, the Middle East, Africa and South America.
Over the past two years, the Company has expanded its North American and
European sales and marketing organizations significantly and currently is
expanding its sales and marketing organizations in the Asia Pacific region.
In this regard, in January 1994, the Company and its existing Japanese
distributor jointly formed a company in Japan, in which the Company held a
60% interest. Through this entity, during 1994, the Company acquired and
expanded its direct sales force in Japan. In December 1994, EMC purchased
an additional 35% of this venture from the Japanese distributor, thereby
making EMC the owner of 95% of the joint venture company.

During 1994, the Company derived 63% of its product revenue from shipments
into North and South America, 32% from shipments into Europe, the Middle East
and Africa, and 5% from shipments into the Asia Pacific region. EMC's
marketing and sales personnel are organized into mainframe, midrange and open
storage customer groups to ensure that the necessary expertise is available
to understand the customer's requirements and properly apply the Company's
product solutions. In addition, the Company has dedicated personnel to
support the needs of its distributors and OEM customers, both domestically
and internationally.

Operations

EMC's products utilize the Company's engineering designs, with industry
standard and semi-custom components and subsystems. The majority of EMC's
products are manufactured and tested at the Company's facilities in Hopkinton,
Massachusetts and Cork, Ireland. Products manufactured by subcontractors in
the U.S. and Europe are assembled in accordance with production standards and
quality controls established by EMC. The Company discontinued board assembly
at its Canovanas, Puerto Rico facility in February 1994 and such assembly is
now being performed by existing subcontractors. The Company believes its
present level of manufacturing capacity, along with its current plans for
expansion, will be sufficient to accommodate its requirements.

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components that the Company uses are high density memory components ("DRAMs")
and 5 1/4" and 3 1/2" disk drives, which the Company purchases from a small
number of qualified suppliers. In some instances there is only a single
source for such components. A failure by any supplier of high density DRAMs
or disk drives to meet the Company's requirements for an extended period of
time could have a material adverse effect on the Company. From time to time
during 1994, because of high industry demand and/or the inability of certain
vendors to consistently meet on a timely basis the Company's component
quality standards, the Company experienced delays in deliveries of high
density DRAMs and disk drives needed to satisfy orders for ICDA products.
During the latter part of 1994, the Company experienced difficulties in the
performance of certain disk drives, which required the Company to take
certain remedial measures, including mirroring of drives in selected systems.
The Company is currently working with the vendor to correct these problems
and is also seeking alternative sources of supply. If such shortages and/or
performance problems were to intensify, the Company could lose some time-
sensitive customer orders and this could affect quarterly revenues.

The Company has implemented a Total Quality Management philosophy to ensure
the quality of its designs, manufacturing process and suppliers.

The Company's U.S. operation currently holds an ISO 9001 Certificate of
Registration from National Quality Assurance, Ltd. This internationally
recognized endorsement of ongoing quality management represents the highest
level of certification available. The Company's Irish manufacturing
operation also holds ISO 9002 certification. The Company's principal
manufacturing operation in Hopkinton has also been awarded Class A MRP II
status by an independent evaluation organization.

Manufacturing Risks

The Company's products operate near the limits of electronic and physical
performance and are designed and manufactured with relatively small performance
margins. If flaws in design or production occur, the Company could experience
a rate of failure in its products that would result in substantial costs for
the repair or replacement of defective products and potential damage to the
Company's reputation. Continued improvement in manufacturing capabilities,
control of supplier quality and manufacturing costs will be critical factors
in the future growth of the Company. The Company frequently revises and
updates manufacturing and test processes to address engineering and component
changes to its products and evaluates the reallocation of manufacturing
resources among its facilities. The Company's failure to monitor, develop
and implement appropriate test and manufacturing processes for its products,
especially the Symmetrix and Harmonix series, could have substantial adverse
effects on the Company's operations and ultimately on its financial results.

Competition

EMC competes primarily with IBM in the sale of storage products in the IBM
and IBM-compatible mainframe and midrange marketplaces. The Company believes
that it has a number of competitive advantages over IBM, especially in the

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areas of product performance, cost of ownership, and time-to-market. While
the Company believes that its ICDA technology provides a significant
technological advantage, competition in this area has begun and may increase
significantly in the future, which could adversely affect the Company's
profitability. The Company also realizes that IBM has certain competitive
advantages including significantly greater financial and technological
resources, a larger distribution capability, earlier access to customers and
a greater level of customer loyalty. Other important elements of competition in
the computer storage industry are product reliability and quality, continuing
technological improvements, marketing and customer service, and product design.

There are also a number of independent competitors in each of EMC's markets.
In the mainframe market those competitors include Hitachi Data Systems, Inc.,
Amdahl Corporation and Storage Technology Corporation ("STK"). In the
midrange market, competition has historically come from smaller companies, as
well as IBM and STK. EMC believes that it has similar advantages over these
midrange competitors, but increased competition from these or future entrants
could adversely affect the Company's profitability. In the open systems
market, the Company's major competitors include IBM, Hewlett-Packard Company,
Sun Microsystems, Inc., and AT&T Corporation.

Technological Factors

The computer data storage industry is characterized by rapidly changing
technology and user needs which require ongoing technological development and
introduction of new products. Recognizing this fact, the Company has developed
a storage system architecture called MOSAIC:2000 to allow the Company to take
advantage of technological developments. By employing this architectural
approach to product development, EMC is able to quickly integrate new
technologies into its basic design. The Company works closely with its
suppliers to understand their technology direction and to plan for the
integration of this technology into its product architecture. The Symmetrix
series, the Harmonix series and the Centriplex family of products all use the
MOSAIC:2000 architecture.

In 1994, sales of the Symmetrix series remained the most significant source of
revenues for the Company and sales of such products are expected to continue to
be the most significant source of revenues during 1995. In April 1992, EMC
released a new series of midrange disk storage systems, the Harmonix series,
which have also become a significant source of revenues for the Company. The
Company expects competition in the sales of ICDA-based products to increase and
there can be no assurance that the Symmetrix series and Harmonix series of
products will continue to achieve market acceptance. Significant delays in the
development of ICDA technology for future products or product enhancements
would be to the advantage of the Company's competitors, many of whom have
significantly greater resources, and could ultimately affect the Company's
financial condition. Furthermore, the continued development of ICDA technology
and its incorporation into the Company's future generations of products cannot
be assured even with significant additional investments.

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Product Development

EMC's ability to compete successfully in present and future markets depends
upon the timely development and introduction of products offering price/
performance or capacity advantages and compatibility with the computer systems
for which they are designed. Achieving these goals requires that the Company
remain abreast of changing technology and design products that operate within
the architecture of various computer systems and deliver performance or capacity
advantages not offered by the original systems developer or by other storage
competitors. Moreover, the computer industry is subject to rapid technological
developments. Consequently, achieving such goals may become more difficult,
costly and time consuming as a result of technological developments that cannot
now be foreseen. Research and development costs were $117,922,000, $58,977,000
and $33,591,000 for the fiscal years ended December 31, 1994, January 1, 1994,
and January 2, 1993, respectively.

Working Capital

It is typical for companies in the computer industry to require significant
amounts of working capital to finance inventory and receivables. The Company
believes that its working capital requirements are in accordance with industry
practices. In 1994, the Company financed its working capital requirements from
internally generated funds and existing cash and investments. This also
includes the net proceeds of $229,600,000 received from the sale in December
1993 of 41/4% Convertible Subordinated Notes due 2001 (which includes exercise
of the underwriters' over-allotment option). As of February 1, 1995, the
Company had available for use its entire $65,000,000 of credit lines and the
Company may elect to borrow capital at any time to fund new growth
opportunities. As the Company's product mix shifts to higher cost products with
longer sales cycles, the Company's need for working capital is expected to
increase.

Backlog

The Company manufactures its products on the basis of its forecast of near-term
demand and maintains inventory in advance of receipt of firm orders from
customers. Orders are generally shipped by the Company shortly after receipt
of the order. Customers may reschedule orders with little or no penalty. For
these reasons, the Company's backlog at any particular time is not indicative
of future sales levels.

Employees

As of February 28, 1995, EMC had approximately 3,375 employees worldwide
including temporary employees. Continued growth in the Company's business will
require the hiring of additional qualified personnel. Under current market
conditions, the Company does not expect to encounter any difficulty in hiring
such personnel. None of the Company's domestic employees is represented by a
labor union, and the Company has never suffered an interruption of business as
a result of a labor dispute. The Company considers its relations with its
employees to be good.

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Dependence Upon Key Personnel

The Company's success is highly dependent upon senior management and other
key employees, the loss of whom could adversely affect the Company. The
Company also believes that its future success will depend in large part upon
its ability to attract and retain additional key employees, of which there
can be no assurance.

Environment

The Company's manufacturing facilities are subject to numerous laws and
regulations designed to protect the environment, particularly from wastes
generated as a result of assembling certain EMC products. The cost of
compliance with such regulations has not to date involved a significant
expense or had a material effect on the capital expenditures, earnings or
competitive position of the Company.

Patents

EMC has twenty-two (22) U.S. patents and has approximately one hundred
(100) patent applications pending in the U.S. and foreign patent offices
relating to its products for the mainframe, midrange and open systems storage
markets. While the Company believes that the pending applications relate to
patentable devices or concepts, there can be no assurance that any patents will
issue or that any patent issued can be successfully defended. In any case, the
Company believes that patents are of less significance in its industry than
such factors as innovative skills, technological expertise and the management
ability of its personnel.

Earnings Fluctuations

Due to (i) customers' tendencies to make purchase decisions late in each fiscal
quarter, (ii) the desire by customers to evaluate new, more expensive products
for longer periods of time, (iii) the timing of product and technology announce-
ments by the Company and its competitors, and (iv) fluctuating currency exchange
rates, the Company's period-to-period revenues and earnings can fluctuate
significantly.

Recent Developments

In February 1995, the Company notified holders of the 6 1/4% Convertible
Subordinated Debentures due 2002 that the Company intends to call the Debentures
on April 1, 1995, unless the holders choose to convert on or prior to such date.
As of the date of the Company's notice, $39,531,000 aggregate principal amount
of the Debentures were outstanding.

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Financial Information About Foreign and Domestic Operations and Export Sales

The Company is active in one business segment: designing, manufacturing and
marketing high performance storage products. Information by geographic area is
presented below with exports shown in their area of origin. Sales and marketing
operations outside the U.S. are conducted through sales subsidiaries and
branches located principally in Europe and Asia and by direct sales from the
parent corporation or its Irish manufacturing subsidiary. The U.S. market
amounted to greater than 95% of the Company's sales, income and identifiable
assets in the North/South America segment.

Intercompany transfers between geographic areas are accounted for at prices
which are designed to be representative of unaffiliated party transactions.

Europe,
North/South Middle East, Asia Consolidated
America Africa Pacific Eliminations Total

1994
Sales $871,048,000 $449,467,000 $56,977,000 $--- $1,377,492,000
Transfers
between
areas 123,587,000 61,577,000 110,000 (185,274,000) ---
Total sales 994,635,000 511,044,000 57,087,000 (185,274,000) 1,377,492,000
Income (loss) from
operations 155,544,000 196,658,000 (97,000) (1,573,000) 350,532,000
Identifiable assets at
year end 1,230,883,000 171,233,000 36,437,000 (121,053,000) 1,317,500,000

1993
Sales $526,771,000 $251,363,000 $4,487,000 $ --- $782,621,000
Transfers
between
areas 100,237,000 83,726,000 --- (183,963,000) ---
Total sales 627,008,000 335,089,000 4,487,000 (183,963,000) 782,621,000
Income (loss) from
operations 107,512,000 70,324,000 (990,000) 3,582,000 180,428,000
Identifiable assets at
year end 684,576,000 192,682,000 2,383,000 (49,995,000) 829,646,000

1992
Sales $263,465,000 $111,117,000 $11,124,000 $ --- $385,706,000
Transfers
between
areas 83,813,000 36,303,000 --- (120,116,000) ---
Total sales 347,278,000 147,420,000 11,124,000 (120,116,000) 385,706,000
Income from
operations 34,915,000 25,008,000 1,255,000 (12,603,000) 48,575,000
Identifiable assets at
year end 252,308,000 98,232,000 4,309,000 (16,069,000) 338,780,000

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ITEM 2. PROPERTIES

The Company's mainframe marketing, research and development, and manufacturing
functions are located in a 229,000 square foot complex at 171 South Street in
Hopkinton, Massachusetts. This building complex consists of a building
purchased in December 1986, and an adjacent building constructed in 1988 and
occupied in January 1989. The Company currently intends to expand this building
in the future. In October 1992, EMC purchased a 62,000 square foot facility
and an additional 6 acres of land at 42 South Street in Hopkinton,
Massachusetts. This facility has been renovated by the Company and is in use
as its customer demonstration center and for certain administrative functions.
In November 1993, the Company transferred certain of its corporate and
administrative functions to a leased 80,000 square foot building at 35 Parkwood
Drive in Hopkinton, Massachusetts.

In July 1994, the Company leased a 255,000 square foot building at 5-9
Technology Drive, Milford, Massachusetts that is in use for the Company's
customer service department and the Company's Open Storage Group. The Company
currently leases other buildings in Hopkinton, Massachusetts for certain
manufacturing and quality control functions.

Production currently is carried on in the Hopkinton facility at 171 South
Street, the Milford facility and an 87,000 square foot facility owned by the
Company in Cork, Ireland. The Company discontinued production at its Canovanas,
Puerto Rico facility in February 1994 and closed the facility completely in
March 1994.

The Company also leases space for its sales and service offices worldwide.

ITEM 3. LEGAL PROCEEDINGS

On June 10, 1993, Storage Technology Corporation ("STK") filed suit against
EMC in the United States District Court for the District of Colorado alleging
that EMC is infringing three patents. In the complaint, STK seeks injunctive
relief, unspecified damages, including treble damages, plus attorney's fees and
costs. On July 20, 1993, EMC answered the complaint, denied STK's allegations
and counterclaimed. In the counterclaims, EMC seeks unspecified damages,
attorney's fees, costs and interest. In a court hearing on October 12, 1994,
STK's claims on two of the three patents were dismissed with prejudice.
Discovery on the sole remaining patent in the matter is currently in process.
The originally scheduled trial date of October 24, 1994 has been postponed.

On September 23, 1994, EMC filed suit against STK in the United States
District Court for Delaware alleging that STK is infringing one EMC patent.
In the complaint, EMC seeks injunctive relief and unspecified damages,
including treble damages, plus attorney's fees and costs. On October 12, 1994,
STK answered the complaint, denied any infringement and counterclaimed. STK
has subsequently filed an additional counterclaim. EMC has denied STK's
allegations. Discovery on this case is currently in process. A trial is
expected in late 1995.

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The Company is a party to other litigation which it considers routine and
incidental to its business. Management does not expect the results of any of
these actions to have a material adverse effect on the Company's business or
financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of the Company's stockholders during the
fourth quarter of the fiscal year covered by this report

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EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company are as follows:

Name Age Position
Richard J. Egan 59 Chairman of the Board and Director
Michael C. Ruettgers 52 President, Chief Executive Officer
and Director
W. Paul Fitzgerald 54 Senior Vice President, Finance and
Administration, Chief Financial Officer,
Treasurer and Director
John R. Egan 37 Executive Vice President, Worldwide Sales
and Marketing and Director
Harold P. Ano 46 Senior Vice President, Marketing
L. Daniel Butler 56 Senior Vice President, Customer Service
Raymond Fortune 55 Senior Vice President, International Sales
Michael L. Schoonover 46 Senior Vice President, Operations
Neal M. Waddington 48 Senior Vice President and General Manager,
Open Storage Group
Paul T. Dacier 37 Vice President and General Counsel
Michael R. Grilli 55 Vice President, Strategic Accounts
Paul E. Noble, Jr. 39 Vice President and General Manager,
OEM Operations
Colin G. Patteson 46 Vice President and Controller
Michael G. Salter 58 Vice President and General Manager, Asia
Pacific

Richard J. Egan is a founder of the Company and has served as a Director since
the Company's inception in 1979. He was elected Chairman of the Board of the
Company in January 1988. Prior to January 1988, he was also President of EMC.
From 1979 to January 1992, he was Chief Executive Officer of the Company. He
is also a director of Cognition Corporation, a CAD/CAM software supplier.

Michael C. Ruettgers served as Executive Vice President, Operations of EMC
from July 1988 to October 1989, when he became President. From September 1989
to January 1992, Mr. Ruettgers served as Chief Operating Officer of EMC. In
January 1992, he became Chief Executive Officer and in May 1992, he was elected
a Director of the Company. Before joining EMC, he was Chief Operating Officer
at Technical Financial Services, Incorporated, a high technology consulting
company which he joined in February 1987. Prior to that, he was a Senior Vice
President of Keane, Inc., a software application consulting firm. He is also a
director of Keane, Inc. and Cross Comm, Inc., a manufacturer of computer
network products.

15
<PAGE>

W. Paul Fitzgerald has been a Director of the Company since March 1991.
Since January 1988, he has been Senior Vice President, Finance and
Administration and Chief Financial Officer of EMC. In October 1991, Mr.
Fitzgerald was elected Treasurer of the Company. From January 1985 to January
1988, he was Vice President, Finance of EMC. Mr. Fitzgerald has resigned as
Chief Financial Officer and Treasurer of the Company, effective as of March 31,
1995 and as an employee of the Company effective July 31, 1995. He will,
however, remain as a Director of the Company.

John R. Egan became Executive Vice President, Sales and Marketing of EMC
in January 1992 and was elected a Director in May 1992. Previously he held
several executive positions with the Company, including Executive Vice
President, International Sales and Executive Vice President, Marketing.

Harold P. Ano joined EMC in April 1990 as Senior Vice President of Marketing.
Previously, he held several executive positions with Wang Laboratories, Inc.,
a computer manufacturer, most recently as Senior Vice President and General
Manager of the Wang Microsystems Division.

L. Daniel Butler joined EMC in August 1990 as Vice President of Customer
Service and became Senior Vice President of Customer Service in February 1993.
Prior to joining EMC, Mr. Butler was the founder and President of DMX, Inc., an
electronic board assembling company, from October 1989 to August 1990. From
October 1987 to September 1989, he was Director of Logistics Planning at Data
General Corporation, a computer manufacturer.

Raymond Fortune joined EMC in July 1994 as Senior Vice President, International
Sales. From November 1989 to March 1991, Mr. Fortune was Executive Vice
President of Commercial Products, and from May 1993 to June 1994 he was Chief
Operating Officer, at Kendall Square Research Corporation, a computer
manufacturer. From May 1991 to April 1993, Mr. Fortune was Chief Executive
Officer at Ultra Network Technologies, Incorporated, a high speed networking
products manufacturer.

Michael L. Schoonover joined EMC in April 1991 as Vice President of
Manufacturing Operations and in February 1993 he became Senior Vice President
of Operations at EMC. From September 1988 through March 1991, Mr. Schoonover
was Vice President of Operations at Westerbeke Corporation, a manufacturer of
marine power products.

Neal M. Waddington joined EMC in November 1994 as Senior Vice President
and General Manager of EMC's Open Storage Group. From May 1992 to October
1994, Mr. Waddington was Vice President and General Manager of the Integrity
Systems Division of Tandem Computers Incorporated, a computer manufacturer.
From October 1991 to April 1992, Mr. Waddington was Vice President-Marketing
and President of North American Sales at Concurrent Computer Systems, a
computer manufacturer. From May 1990 to June 1991, he was Vice President of

16
<PAGE>

Marketing at Sequent Computer Systems, a computer manufacturer. Previously,
Mr. Waddington held various senior-level positions at Sperry Computer Systems
and Unisys, computer manufacturers, in senior marketing, product development
and division general management positions.

Paul T. Dacier joined EMC in March 1990 as General Counsel and became Vice
President and General Counsel in February 1993. Prior to joining EMC he was
Senior Counsel, Corporate Operations at Apollo Computer Inc., a computer
manufacturer, from January 1987 to January 1990.

Michael R. Grilli has been Vice President of Strategic Accounts for the
Company since January 1995. From October 1993 to January 1995, he was Vice
President-Sales, Europe, Middle East and Africa for EMC. From January 1993 to
September 1993, he was Vice President, Europe and from October 1989 to December
1992, he was Southern Area Manager for EMC.

Paul E. Noble, Jr. has been Vice President and General Manager of OEM
Operations at the Company from June 1992 to present. From June 1989 through
May 1992 he was a Vice President of Sales and from March 1987 to May 1989, he
was Vice President of Customer Service at EMC.

Colin G. Patteson joined EMC in January 1989 as European Controller. In
March 1991 he became Corporate Controller and in February 1993 he became Vice
President and Controller. Effective as of April 1, 1995, Mr. Patteson will
become Chief Financial Officer and Treasurer of the Company.

Michael G. Salter joined EMC in October 1991 as Vice President, International
Operations. In July 1992 he became Vice President of International Distribution
and in January 1994 he became Vice President and General Manager, Asia Pacific
and President, EMC Japan K.K. Prior to joining EMC, Mr. Salter was President
of Technical Financial Services, Incorporated, a high technology consulting
company, from 1982 to September 1991.

____________

Richard J. Egan, Chairman of the Board and a Director, is the husband of
Maureen E. Egan, a Director of the Company. He also is the brother-in-law of
W. Paul Fitzgerald, the Company's Senior Vice President, Finance and
Administration, Chief Financial Officer, Treasurer and Director. W. Paul
Fitzgerald is the brother of Maureen E. Egan. John R. Egan, Executive Vice
President, Sales and Marketing and a Director of the Company is the son of
Richard J. and Maureen E. Egan.

17
<PAGE>

____________

The President and Treasurer are elected annually to serve until the first
meeting of the Board of Directors following the next annual meeting of
stockholders and until their successors are elected and qualified. The other
executive officers are appointed to serve in such positions and serve at the
pleasure of the Board of Directors.

*************
EMC2, Symmetrix, Harmonix, Centriplex, ICDA, Champion, Modarray and
MOSAIC: 2000 are trademarks of EMC Corporation. IBM and AS/400 are
registered trademarks of IBM Corporation.

18
<PAGE>

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

EMC's common stock $0.01 par value (the "Common Stock") began trading on
the over-the-counter market on April 4, 1986 under the NASDAQ symbol EMCS. On
March 22, 1988, the Company's stock began trading on the New York Stock Exchange
under the symbol EMC.

The following stock splits were effected in the form of stock dividends in the
following amounts and at the following dates: a two-for-one stock split
effective June 8, 1993, for stockholders of record on May 24, 1993, and a
two-for-one stock split effective December 10, 1993, for stockholders of record
on November 26, 1993.

The following table sets forth the range of high and low prices on the New York
Stock Exchange for the past two years during the fiscal periods shown, adjusted
to reflect the effect of stock splits.

Fiscal 1994 High Low

First Quarter $23.00 $15.50
Second Quarter 21.25 12.63
Third Quarter 20.13 12.75
Fourth Quarter 24.00 18.25

Fiscal 1993 High Low

First Quarter $ 7.19 $ 5.13
Second Quarter 11.31 5.81
Third Quarter 19.00 10.13
Fourth Quarter 19.50 14.75

As of March 15, 1995, there were approximately 3,900 holders of record of the
Company's Common Stock.

The Company has never paid cash dividends on its Common Stock. While subject
to periodic review, the current policy of its Board of Directors is to retain
all earnings to provide funds for the continued growth of the Company.

19
<PAGE>

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA
EMC Corporation
(amounts in thousands except per share amounts)

Summary of Operations

1994 1993 1992 1991 1990

Revenues $1,377,492 $782,621 $385,706 $260,337 $189,734
Operating income 350,532 180,428 48,575 20,378 3,888
Net income 250,668 127,122 29,508 11,409 3,527
Net income per
weighted average
common share
(fully diluted) (1) $1.10 $0.60 $0.16 $0.07 $0.02
Weighted average
common shares (fully
diluted) (1) 234,255 217,225 190,548 166,220 158,523

Other Statistics
Working capital $ 600,341 $516,876 $149,335 $ 77,033 $ 81,177
Total assets 1,317,500 829,646 338,780 205,503 167,547
Long-term
obligations (2) 286,106 274,029 76,093 16,165 16,814
Stockholders'
equity $ 727,641 $419,094 $168,266 $135,009 $113,620

(1) In addition to common stock equivalents, fully diluted earnings per share
for 1994 and 1993 reflect the dilutive effects of the Company's 4 1/4%
Convertible Subordinated Notes due 2001 and the Company's 6 1/4% Convertible
Subordinated Debentures due 2002. Fully diluted earnings per share for 1992
reflect the dilutive effects of the Company's 6 1/4% Convertible Subordinated
Debentures due 2002.

(2) Excludes current portion of long-term debt.

20
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following table represents certain statement of operations information
stated as a percentage of revenues.

Fiscal year ended
December 31, January 1, January 2,
1994 1994 1993

Revenues:
Net sales 97.5% 96.8% 94.7%
Service and rental income 2.5 3.2 5.3
100.0 100.0 100.0

Cost and expenses:
Cost of sales and service 47.9 48.7 53.7
Research and development 8.6 7.5 8.7
Selling, general and
administrative 18.1 20.8 25.0

Operating income 25.4 23.0 12.6

Investment income and
interest expense, net 0.5 --- (0.3)

Other expense, net (0.1) --- (1.1)

Income before income taxes 25.8 23.0 11.2

Provision for income taxes 7.6 6.8 3.5

Net income 18.2% 16.2% 7.7%

Revenues

Revenues increased by $594,871,000, or 76%, in 1994 from 1993 compared to an
increase of $396,915,000, or 103%, in 1993 from 1992. Revenues from net sales
increased by $582,272,000, or 77%, in 1994 from 1993 levels, while revenues from
service and rental income increased by $9,599,000, or 39%, in 1994 from 1993.

In 1994, the Company continued to derive the majority of its revenues from the
sale of disk systems, due primarily to the continued market acceptance and unit
sales growth from products featuring the Company's Integrated Cached Disk Array
("ICDA") technology, which includes the Symmetrix, Harmonix and Centriplex
series of products. Revenues from the Symmetrix series in the IBM, Bull and
Unisys mainframe markets were $1,177,014,000 in 1994, $620,178,000 in 1993 and
$235,720,000 in 1992, representing an increase in 1994 from 1993 of
$556,836,000 or 90%. Revenues from the Harmonix series were $110,717,000 in
1994, $92,672,000 in 1993 and $49,147,000 in 1992. In 1994, the Company
generated approximately 94% of its revenue from sales of ICDA-based products

21
<PAGE>

ITEM 7 continued...

versus approximately 91% and 74% in 1993 and 1992, respectively. It is expected
that revenues from ICDA-based products will continue to be the most significant
component of the Company's revenues in 1995. While the Company expects revenue
to continue to grow in 1995, such growth may not, on a percentage basis,
continue at the level experienced in 1994.

Revenues on sales into the markets of North and South America increased by
$346,750,000, or 67%, to $865,687,000 in 1994 from $518,937,000 in 1993 due
primarily to increased unit sales of the Symmetrix series of products, including
the Symmetrix 5500 series and the Symmetrix 5200 series which was introduced
in 1994, both in the IBM mainframe storage market. Revenues on sales into the
markets of North and South America from the Symmetrix series of products were
$732,883,000 in 1994, or 85% of revenues in this region and $400,933,000 in
1993 or 77% of revenues in this region.

Revenues on sales into the markets of Europe, the Middle East and Africa
increased by $213,291,000, or 94%, to $439,524,000 in 1994 from $226,233,000
in 1993 due primarily to continued growth in unit sales of the Symmetrix series
of products in the IBM, Bull and Unisys mainframe storage markets.

Revenues on sales into the markets of the Asia Pacific region increased by
$34,830,000, or 93%, to $72,281,000 in 1994 from $37,451,000 in 1993 due
primarily to the growth in unit sales of the Symmetrix series of products in the
IBM mainframe storage market. The Company strengthened its sales presence in
the Asia Pacific region with the formation of EMC Japan K.K. in January 1994.

Worldwide revenue data presented in the segment footnote shows revenues on
shipments originating from each area as follows. Revenues on shipments from the
North and South American region were $871,048,000 and $526,771,000 in 1994 and
1993, respectively. Revenues on shipments from the Europe, Middle East and
Africa region were $449,467,000 and $251,363,000 in 1994 and 1993, respectively.
Revenues on shipments from the Asia Pacific Region were $56,977,000 and
$4,487,000 in 1994 and 1993, respectively.

The Company has Original Equipment Manufacturer ("OEM") agreements with Bull
and Unisys. The Company's OEM agreement for the sale of the Company's mainframe
products as Unisys-compatible products to Unisys extends through December 31,
1998. In February 1993, the Company entered into a three-year OEM agreement
with Bull. Pursuant to this agreement, EMC grants Bull the exclusive worldwide
marketing rights, with the exception of Japan, to EMC's Symmetrix 4800 series
of ICDA-based storage products for Bull mainframe computers, provided that Bull
purchases all of its requirements for high speed cached disk array storage
devices from EMC. Failure by Bull in the future to purchase at least 45% of
forecasted purchases at designated times, on a cumulative basis, may result in
loss of exclusivity to Bull.

22
<PAGE>

ITEM 7 continued. . . .

Historically, the Company has competed with OEM manufacturers and other
independent suppliers on the basis of product performance, quality and price.
The Company expects that there will be performance and pricing pressures with
respect to the sale of its products throughout 1995. See also "Cost of Sales
and Service".

The Company purchases certain components and products from suppliers who
the Company believes are currently the only suppliers of those components or
products that meet the Company's requirements. Among the most important
components that the Company uses are high density memory components ("DRAMs")
and 5 1/4" and 3 1/2" disk drives, which the Company purchases from a small
number of qualified suppliers. In some instances there is only a single source
for such components. A failure by any supplier of high density DRAMs or disk
drives to meet the Company's requirements for an extended period of time could
have a material adverse effect on the Company. From time to time during 1994,
because of high industry demand and/or the inability of certain vendors to
consistently meet on a timely basis the Company's component quality standards,
the Company experienced delays in deliveries of high density DRAMs and disk
drives needed to satisfy orders for ICDA products. During the latter part of
1994, the Company experienced difficulties in the performance of certain disk
drives, which required the Company to take certain remedial measures, including
mirroring of drives in selected systems. The Company is currently working with
the vendor to correct these problems and is also seeking alternative sources of
supply. If such shortages and/or performance problems were to intensify, the
Company could lose some time-sensitive customer orders and this could affect
quarterly revenues.

Cost of Sales and Service

As a percentage of revenue, cost of sales amounted to 47.9% in 1994, 48.7% in
1993 and 53.7% in 1992. The improvement in the cost of sales percentage in
1994 and 1993 over 1992 was due primarily to continuing increased sales of the
higher margin Symmetrix series of products through the Company's direct sales
force. During 1994, the Company experienced some gross margin pressure in the
mainframe and midrange product markets primarily due to competitive pricing
pressures and the increased material costs associated with the need to
specially configure selected systems on a mirrored basis. The Company expects
that pricing pressures are likely to continue. Gross margins may be affected
so long as pricing pressures continue and/or the Company maintains its disk
mirroring program.

Research and Development

Research and development ("R&D") expenses were $117,922,000, $58,977,000,
and $33,591,000 in 1994, 1993 and 1992, respectively. As a percentage of
revenue, such expenses were 8.6%, 7.5% and 8.7% in 1994, 1993 and 1992,
respectively. Increases in R&D spending in 1994 and 1993 reflect additional
purchases of state-of-the-art CAE/CAD design tools and the cost of additional
technical staff and other costs associated with the Company's Open Systems
Storage Group and the Centriplex product. Increases in R&D

23
<PAGE>

ITEM 7 continued...

spending in 1994 over 1993 also reflect the costs of the Company's R&D
facilities at Epoch beginning in the third quarter of 1993, and at Copernique,
Array and at EMC's subsidiary in Israel beginning in the first quarter of 1994.
The Company expects to continue to spend substantial amounts for R&D in 1995.

Selling, General and Administrative

Selling, general and administrative ("SG&A") expenses increased by $86,543,000,
or 53% in 1994, $66,200,000, or 69% in 1993 and $19,567,000, or 26%, in 1992.
As a percentage of revenues, SG&A expenses were 18.1%, 20.8% and 25.0% in 1994,
1993 and 1992, respectively.

The dollar increases in all three years were due primarily to costs associated
with additional sales and support personnel, and related overhead costs, both
domestically and internationally, required to support the increased revenue
levels and the Company's initiative to expand its OEM and international
distribution programs. SG&A expenses are expected to increase in dollar terms
in 1995, approximately in proportion to growth in revenues.

Investment Income and Interest Expense

Investment income increased to $21,619,000 in 1994 from $7,988,000 in 1993 and
$3,830,000 in 1992. Income was earned from investments in cash equivalents and
long-term investments and from sales-type leases of the Company's products.
Investment income in 1994 increased due to higher average cash and investment
balances caused primarily by the availability of funds from the issuance of
the 4 1/4% Convertible Subordinated Notes due 2001 (the "Notes") in December
1993 and January 1994. Investment income in 1993 increased due to higher
average cash and investment balances caused primarily by the proceeds received
from the sale of the Notes in December 1993, the offering of EMC common stock,
$.01 par value (the "Common Stock") in March 1993, and a full year's
availability of funds from the issuance of the 6 1/4% Convertible Subordinated
Debentures due 2002 (the "Debentures") in March 1992.

Interest expense increased to $15,311,000 in 1994 from $6,043,000 in 1993 and
$4,865,000 in 1992. The increase of $9,268,000 in 1994 from 1993 levels was
due primarily to the provision for interest payments due on the Notes
throughout 1994.

Provision for Taxes

The provision for income taxes was $104,716,000 in 1994, $52,534,000 in 1993
and $13,567,000 in 1992, which resulted in effective tax rates of 29.5%, 29%
and 32% in 1994, 1993 and 1992, respectively. The increase in the effective tax
rate in 1994 from 1993 is mainly attributable to a decrease in tax credits.
The decrease in the effective tax rate in 1993 from 1992 is mainly attributable
to an increase of tax benefits from the Company's Irish operations.

24
<PAGE>

ITEM 7 continued...

See Note C of the Notes to Consolidated Financial Statements for a detailed
analysis of the Company's effective tax rates for 1994, 1993 and 1992.

Earnings Fluctuations

Due to (i) customers' tendencies to make purchase decisions late in each fiscal
quarter, (ii) the desire by customers to evaluate new, more expensive products
for longer periods of time, (iii) the timing of product and technology
announcements by the Company and its competitors, and (iv) fluctuating
currency exchange rates, the Company's period to period revenues and earnings
can fluctuate significantly.

Financial Position

At the end of the fiscal years 1994, 1993 and 1992, cash and cash equivalents
totaled $240,506,000, $345,300,000 and $62,103,000, respectively. In 1994,
working capital increased by $83,465,000 from $516,876,000 to $600,341,000.
In 1993, working capital increased by $367,541,000 from $149,335,000 to
$516,876,000.

As of February 1, 1995, the Company had available for use its entire
$65,000,000 of credit lines. Based on its current operating and capital
expenditure forecasts, the Company believes funds currently available, funds
generated from operations and its available lines of credit will be adequate
to finance its operations.

In February 1995, the Company notified holders of its Debentures that the
Company intends to redeem the Debentures on April 1, 1995, unless the holders
choose to convert on or prior to such date.

To date, inflation has not had a material impact on the Company's financial
results.

Cash Flows

In 1994 cash and cash equivalents decreased by $104,794,000. Cash provided
by operating activities was $77,406,000. Balances in receivables, inventory,
payables and accrued expenses increased substantially associated with the
Company's growth. Net trade and notes receivable increased by $221,708,000
from 1993 to 1994 and inventory increased by $133,159,000 from 1993 to 1994.
Days Sales Outstanding was 76 at December 31, 1994. In 1994, $233,762,000 was
used by investing activities principally to fund additions to property, plant
and equipment of $108,968,000 and a net increase in long-term investments of
$125,239,000. Cash provided by financing activities of $49,069,000 was
primarily from $29,350,000 in net proceeds from the January 1994 overallotment
of the offering of the Notes, and $9,596,000 from issuances of the Company's
Common Stock.

In 1993 cash and cash equivalents increased by $283,197,000, of which
$56,796,000 was provided by operating activities. Net income was $127,122,000 in
1993, an increase of $97,614,000 or 331% over 1992 and balances in receivables,

25
<PAGE>

ITEM 7 continued...

inventory, accounts payable and accrued expenses increased associated with this
growth. Net trade and notes receivable increased by $73,252,000 and inventory
increased by $60,937,000. $79,829,000 was used by investing activities in 1993
mainly caused by additions to property, plant and equipment of $51,303,000 and
a net increase in long-term investments of $29,100,000. $305,008,000 was
provided by financing activities including $194,987,000 net proceeds from the
December 1993 offering of the Notes, and $112,451,000 from issuances of the
Company's Common Stock.

26
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and the Board of Directors of EMC Corporation:

We have audited the accompanying consolidated balance sheets of EMC
Corporation as of December 31, 1994 and January 1, 1994, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 1994. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of EMC Corporation
as of December 31, 1994 and January 1, 1994, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1994 in conformity with generally accepted accounting
principles.

COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
January 30, 1995

27
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

EMC CORPORATION
CONSOLIDATED BALANCE SHEETS
(amounts in thousands except share amounts)

December 31, January 1,
1994 1994
ASSETS
Current assets:
Cash and cash equivalents $ 240,506 $ 345,300
Trade and notes receivable less allowance for
doubtful accounts of $6,272 and $5,262
in 1994 and 1993, respectively 361,191 157,225
Inventories 251,096 118,263
Deferred income taxes 40,754 24,199
Other assets 8,258 5,023
Total current assets 901,805 650,010

Long-term investments, at amortized cost 175,631 50,392
Notes receivable, net 38,945 21,808
Property, plant and equipment, net 173,016 96,480
Deferred income taxes 4,473 2,761
Other assets, net 23,630 8,195
Total assets $1,317,500 $829,646

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations $ 9,502 $ 1,262
Accounts payable 122,264 44,179
Accrued expenses 106,107 59,755
Income taxes payable 55,521 20,892
Deferred revenue 8,070 7,046
Total current liabilities 301,464 133,134

Deferred revenue 2,289 3,389
Long-term obligations:
4 1/4% Convertible Subordinated Notes due 2001 229,598 200,000
6 1/4% Convertible Sub. Debentures due 2002 39,536 59,260
Notes payable 16,771 14,013
Capital lease obligations 201 756
Total liabilities 589,859 410,552

Commitments and contingencies (Notes I and K)

Stockholders' equity:
Series Preferred Stock, par value $.01; authorized
25,000,000 shares --- ---
Common stock, par value $.01; authorized 330,000,000
shares; issued 201,738,042 and 189,936,120 shares
in 1994 and 1993, respectively 2,017 1,899
Additional paid-in capital 281,625 226,668
Deferred compensation (2,607) (3,552)
Retained earnings 443,713 193,045
Cumulative translation adjustment 3,716 1,537
Treasury stock, at cost, 2,627,467 and 2,607,996
shares, in 1994 and 1993, respectively (823) (503)
Total stockholders' equity 727,641 419,094
Total liabilities and stockholders' equity $1,317,500 $829,646

The accompanying notes are an integral part of the consolidated financial
statements.
28
<PAGE>

ITEM 8 continued....

EMC CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands except per share amounts)

For the years ended
December 31, January 1, January 2,
1994 1994 1993

Revenues:
Net sales $1,343,065 $757,793 $365,298
Service and rental income 34,427 24,828 20,408
1,377,492 782,621 385,706

Costs and expenses:
Cost of sales and service 660,034 380,755 207,279
Research and development 117,922 58,977 33,591
Selling, general and administrative 249,004 162,461 96,261
1,026,960 602,193 337,131

Operating income 350,532 180,428 48,575

Investment income 21,619 7,988 3,830
Interest expense (15,311) (6,043) (4,865)
Other expense, net (1,456) (2,717) (4,465)

Income before income taxes 355,384 179,656 43,075
Provision for income taxes 104,716 52,534 13,567

Net income $250,668 $ 127,122 $ 29,508

Net income per weighted
average common share (primary) $1.18 $0.65 $0.17

Net income per weighted average
common share (fully diluted) $1.10 $0.60 $0.16

The accompanying notes are an integral part of the consolidated financial
statements.

29
<PAGE>

ITEM 8 continued....
CONSOLIDATED STATEMENTS OF CASH FLOWS
EMC Corporation
(amounts in thousands)
For the years ended
December 31, January 1, January 2,
1994 1994 1993

Cash flows from operating activities:
Net income $250,668 $127,122 $29,508
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 32,728 21,741 18,289
Deferred income taxes (18,267) (21,172) (10,492)
Loss on disposal of property and equipment 262 2,324 2,232
Tax benefit from stock options exercised 26,698 8,776 -
Changes in assets and liabilities:
Trade and notes receivable (221,708) (73,252) (29,686)
Inventories (133,159) (60,937) (26,312)
Other assets (19,526) 4,381 (2,997)
Accounts payable 78,698 16,500 13,709
Accrued expenses 46,448 28,893 11,588
Income taxes payable 34,629 3,520 10,356
Deferred revenue (65) (1,100) 8,936
Net cash provided by operating activities 77,406 56,796 25,131

Cash flows from investing activities:
Additions to property and equipment (108,968) (51,303) (30,021)
Proceeds from sale of property and equipment 445 574 1,280
Purchase of long-term investments, net (125,239) (29,100) (12,594)
Net cash used by investing activities (233,762) (79,829) (41,335)

Cash flows from financing activities:
Issuance of common stock, net of issuance costs 9,596 112,451 4,765
Purchase of treasury stock (320) - -
Issuance of 6 1/4% Convertible Subordinated
Debentures due 2002, net of issuance costs - - 58,208
Issuance of 4 1/4% Convertible Subordinated Notes
due 2001, net of issuance costs 29,350 194,987 -
Payment of long-term and short-term obligations (1,272) (2,430) (6,397)
Issuance of long-term and short-term obligations 11,715 - 2,004
Net cash provided by financing activities 49,069 305,008 58,580

Effect of exchange rate changes on cash 2,493 1,222 (2,679)

Net (decrease)/increase in cash and
cash equivalents (107,287) 281,975 42,376

Cash and cash equivalents at beginning of year 345,300 62,103 22,406

Cash and cash equivalents at end of year $240,506 $345,300 $62,103

The accompanying notes are an integral part of the consolidated financial
statements.
30
<PAGE>

ITEM 8 continued. . . .
<TABLE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
EMC Corporation
(amounts in thousands except share amounts)
<CAPTION>

For the three years ended December 31, 1994
Common Cumulative
Common Stock Additional Deferred Trans- Treasury Treasury Total
Stock Par Paid-in Compen- Retained lation Stock Stock Stockholders'
Shares Value Capital sation Earnings Adj. Shares Cost Equity
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance,
12/28/91 162,836,276 $1,628 $96,600 --- $36,415 $869 2,607,996 $(503) $135,009

Exercise of
stock options 3,668,992 37 4,304 --- --- --- --- --- 4,341
Issuance of
stock options --- --- 4,969 (4,969) --- --- --- --- ---
Amortization
of deferred
compensation --- --- --- 424 --- --- --- --- 424
Cumulative
translation
adjustment --- --- --- --- --- (1,016) --- --- (1,016)
Net income --- --- --- --- 29,508 --- --- --- 29,508

Balance
1/2/93 166,505,268 1,665 105,873 (4,545) 65,923 (147) 2,607,996 (503) 168,266

Exercise of
stock options 5,839,240 58 11,424 --- --- --- --- --- 11,482
Tax benefit
from disqual-
ifying dis-
position of
stock options --- --- 8,776 --- --- --- --- --- 8,776
Issuance of common
stock pursuant
to stock
offering 17,350,000 174 99,857 --- --- --- --- --- 100,031
Issuance of common
stock pursuant
to bond
conversions 241,612 2 738 --- --- --- --- --- 740
Amortization
of deferred
compensation --- --- --- 993 --- --- --- --- 993
Cumulative
translation
adjustment --- --- --- --- --- 1,684 --- --- 1,684
Net income --- --- --- --- 127,122 --- --- --- 127,122

Balance
1/1/94 189,936,120 1,899 226,668 (3,552) 193,045 1,537 2,607,996 (503) 419,094

Exercise of
stock options 5,361,342 54 8,548 --- --- --- --- --- 8,602
Tax benefit from
disqualifying disposition
of stock options and
nonqualifying stock
options exercised --- --- 26,698 --- --- --- --- --- 26,698
Issuance of
stock options --- --- 49 (49) --- --- --- --- ---
Issuance of
common stock
pursuant to
bond and note
conversions 6,440,580 64 19,662 --- --- --- --- --- 19,726
Amortization
of deferred
compensation --- --- --- 994 --- --- --- --- 994
Purchase of
treasury stock --- --- --- --- --- --- 19,471 (320) (320)
Cumulative
translation
adjustment --- --- --- --- --- 2,179 --- --- 2,179
Net income --- --- --- --- 250,668 --- --- --- 250,668
Balance
12/31/94 201,738,042 $2,017$281,625 $(2,607) $443,713 $3,716 2,627,467 $(823) $727,641
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.
31
<PAGE>

ITEM 8 continued. . . .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
EMC Corporation

A. Company

B. Summary of Significant Accounting Policies

Basis of Presentation

Certain prior year amounts in the financial statements have been reclassified
to conform with the 1994 presentation. The Company's fiscal year ends on the
Saturday closest to December 31. Fiscal 1992 was a 53 week year and fiscal
1994 and 1993 were 52 week years.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany transactions and balances have
been eliminated.

Acquisitions

The Company formed a joint venture, EMC Japan K.K. ("EMC Japan"), with a
Japanese distributor in January 1994 in which the Company's interest was 60%.
In December 1994, the Company purchased an additional 35% of this venture
from the Japanese distributor, resulting in goodwill of $8,971,000, which was
included in other assets, non-current (net of $150,000 of accumulated
amortization), at December 31, 1994 and is being amortized over five years.

The Company acquired a 93% interest in Copernique S.A. ("Copernique") in the
first quarter of 1994. Copernique specializes in high performance data
management hardware and software systems.

During the first quarter of 1994, the Company acquired certain assets of
Colorado-based Array Technology Corporation ("Array"), which specializes in
RAID ("Redundant Arrays of Independent Disks") technology. Other assets,
non-current at December 31, 1994 includes patents acquired in the purchase of

32
<PAGE>

ITEM 8 continued...

Array of $7,272,000, net of $1,212,000 of accumulated amortization. These
assets are being amortized over their estimated useful life of five years.

Proforma presentations have not been included as the 1994 acquisitions were
not material to the results of operations of the Company.

In August 1993, EMC exchanged 9,443,996 shares of EMC common stock, $.01
par value (the "Common Stock") for all of the outstanding stock and stock
options of Epoch Systems, Inc. ("Epoch") and Magna Computer Corp.
("Magna"). These business combinations were accounted for as poolings of
interests. Accordingly, all financial information has been restated as if the
transactions occurred at the beginning of the first period presented. Epoch
was in the business of high performance client/server data management software.
Magna was in the business of IBM compatible AS/400 tape products.

Revenue Recognition

The Company recognizes revenue from sales when products are shipped provided
there are no remaining significant vendor obligations and the resulting
receivable is deemed collectible by management. Revenue from rentals is
recorded over the life of the lease. Revenue from sales-type leases is
recognized at the net present value of expected future payments, and the
resulting discount is accreted to investment income over the collection period.
Revenue from service contracts is recognized over the life of the contracts.

Foreign Currency Translation

The functional currency of sales operations in Europe, Japan and Australia is
the local currency. Assets and liabilities of these operations are translated
into U.S. dollars at the exchange rates in effect at the balance sheet date
and income and expense items are translated at average rates for the period.
The Company's operations in Ireland, Israel and Hong Kong are generally
dependent on the U.S. dollar. The assets and liabilities of these operations
are translated into U.S. dollars at exchange rates in effect at the balance
sheet date except for inventories and property and equipment which are
translated at historical exchange rates. Income and expense items are
translated at average rates for the period except for cost of sales and
depreciation which are translated at historical exchange rates.

Consolidated transaction losses included in other expense, net amounted to
$1,072,000 in 1994, $1,838,000 in 1993 and $1,093,000 in 1992.
Accumulated net translation adjustments of $3,716,000 and $1,537,000 are
included in stockholders' equity at December 31, 1994 and January 1, 1994,
respectively.

33
<PAGE>

ITEM 8 continued...

Cash and Cash Equivalents

Cash and cash equivalents include $134,954,000 and $310,723,000 of temporary
cash investments at December 31, 1994 and January 1, 1994, respectively.
Temporary cash investments consist primarily of money market funds and
commercial paper stated at cost plus accrued interest which approximates
market. Short term investments which have a maturity when acquired of ninety
days or less are considered cash equivalents.

Long-Term Investments

The Company adopted Statement of Financial Accounting Standards No. 115
("SFAS 115"), "Accounting for Certain Investments in Debt and Equity
Securities" in 1994. The adoption of SFAS 115 had no cumulative effect on net
income.

Long-term investments at amortized cost, consisting primarily of intermediate
term debt instruments, amounted to $175,631,000 and $50,392,000 in 1994 and
1993, with fair values of $173,245,000 and $50,042,000, respectively. The
Company classifies its long-term investments as held to maturity. The 1994
balances consisted of:

Amortized Aggregate
Cost Basis Fair Value

Corporate $113,866,000 $112,649,000
Foreign 49,950,000 49,667,000
U.S. Government 11,815,000 10,929,000
Total $175,631,000 $173,245,000

The net unrealized loss of $2,386,000 at December 31, 1994 consisted of gross
unrealized gains of $444,000 and gross unrealized losses of $2,830,000. The
contractual maturities of debt securities held at December 31, 1994 are as
follows:

Amortized Aggregate
Cost Basis Fair Value

Due within one year $ 45,014,000 $ 44,080,000
Due after one year
through five years 128,879,000 127,409,000
Due after ten years 1,738,000 1,756,000
Total $175,631,000 $173,245,000

Investment income consists principally of interest and dividend income,
including interest on notes receivable from sales-type leases.

34
<PAGE>

ITEM 8 Continued...

Statement of Cash Flows Supplemental Information

December 31, January 1, January 2,
1994 1994 1993
Cash paid during the years ended for:

Income taxes $76,539,000 $59,739,000 $ 13,474,000
Interest $10,854,000 6,486,000 3,797,000

Inventories

Inventories are stated at the lower of cost (first in, first out) or market.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is computed
on a straight-line basis over the estimated useful lives of the assets, as
follows:

Furniture and fixtures 7 years
Equipment 3-7 years
Vehicles 5 years
Improvements 5 years
Buildings 25-31 1/2 years

Customer service spare parts inventory is included in equipment and
depreciated over three years.

When assets are retired or disposed of, the cost and accumulated depreciation
thereon are removed from the accounts and the related gains or losses are
included in operations.

Warranty and Research and Development

The Company accounts for warranty expense on an accrual basis. Research and
development costs are expensed as incurred.

35
<PAGE>

ITEM 8 continued. . . .

Income Taxes

Deferred tax liabilities and assets are recognized for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax
bases of assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse (see Note C).

Tax credits are generally recognized as reductions of income tax provisions in
the year in which the credits arise. Since 1989, the Company has not provided
for the U.S. income tax liability on earnings of its foreign subsidiaries,
except for Puerto Rico, as these earnings are considered to be permanently
reinvested. Taxes for the Company's foreign subsidiaries are provided for at
applicable statutory rates. The Company is currently undergoing an examination
of its 1991, 1992 and 1993 tax returns by the Internal Revenue Service.

Net Income Per Share

Net income per share was computed on the basis of weighted average common
and dilutive common equivalent shares outstanding. Primary and fully diluted
weighted average shares outstanding and earnings used in per share computations
for 1994 and 1993 reflect the dilutive effects of the Notes. Fully diluted
weighted average shares outstanding and earnings used in per share computations
for 1994, 1993 and 1992 reflect the dilutive effects of the Debentures. Net
income for computation of earnings per share includes an add back of
$7,620,000, $2,496,000 and $1,768,000 for fully diluted and $5,855,000,
$224,000 and $0 for primary, in 1994, 1993 and 1992, respectively, representing
interest expense, net of its tax effect. Primary weighted average shares for
net income per share computations amounted to 218,045,666, 196,486,160 and
171,951,696 in 1994, 1993 and 1992, respectively. Fully diluted weighted
average shares were 234,254,640, 217,224,726 and 190,547,980 in 1994, 1993
and 1992, respectively. These calculations of weighted average shares have
been restated to reflect all stock splits to date (see Note J).

36
<PAGE>

ITEM 8 continued. . . .

C. Income Taxes

Provision for income taxes consists of:

1994 1993 1992
Federal and State
Current $108,459,000 $69,176,000 $16,791,000
Deferred (18,421,000) (21,830,000) (5,863,000)
90,038,000 47,346,000 10,928,000

Foreign
Current 14,524,000 4,530,000 3,155,000
Deferred 154,000 658,000 (516,000)
14,678,000 5,188,000 2,639,000
Total provision for income taxes $104,716,000 $52,534,000 $13,567,000

At December 31, 1994 and January 1, 1994, net undistributed earnings of
foreign subsidiaries approximated $220,598,000 and $71,606,000, respectively.
Income before income taxes for foreign operations amounted to approximately
$152,363,000 in 1994, $49,392,000 in 1993 and $12,353,000 in 1992. The
components of the deferred tax provision are:

1994 1993 1992

Unrepatriated earnings $ 1,025,000 $ (5,772,000) $ 926,000
Sales-type leases (447,000) (434,000) (129,000)
Intercompany profit elimination 1,211,000 2,457,000 (1,831,000)
Accounts receivable related items (4,297,000) (7,972,000) (389,000)
Inventory related items (10,740,000) (5,973,000) (1,369,000)
Depreciation and amortization (3,225,000) (377,000) (931,000)
Deferred revenue 393,000 (374,000) (2,317,000)
Warranty reserve (1,261,000) (1,378,000) (262,000)
Health insurance reserve (633,000) (868,000) (145,000)
Other (293,000) (481,000) 68,000
$(18,267,000) $(21,172,000) $(6,379,000)

37
<PAGE>

ITEM 8 continued...

A reconciliation of the Company's income tax provision to the statutory
federal tax rate is as follows:

1994 1993 1992

Statutory federal tax rate 35.0% 35.0% 34.0%
State taxes, net of federal tax benefits 2.6 3.1 3.9
Puerto Rico tax benefits (.6) (.9) (2.2)
Ireland tax benefits (6.6) (6.4) (.6)
Net operating losses not benefited .6 .6 2.0
Tax credits (.7) (1.3) (.6)
Utilization of foreign net operating loss
carryforwards (.9) (.7) (5.4)
Foreign Sales Corporation tax benefits (.1) --- ---
Other .2 (.2) .4
29.5% 29.2% 31.5%

The Company's Puerto Rico operation enjoys a ten year exemption, expiring in
1995, on up to 90% of EMC Caribe's income as determined under Federal tax
laws. EMC Caribe ceased manufacturing operations in February 1994. The
Company's manufacturing facility in Ireland enjoys a 10% tax rate on income
from manufacturing operations until the year 2000. The impact of these
benefits on the Company's earnings per share was $0.10 for the year ended
December 31, 1994, $0.06 for the year ended January 1, 1994 and $0.01 for the
year ended January 2, 1993.

38
<PAGE>

ITEM 8 continued. . . .

The Company increased its domestic deferred tax asset in 1993 as a result of
U.S. legislation enacted during 1993 increasing the federal corporate tax rate
from 34% to 35%. The components of the current and non-current deferred tax
assets and liabilities as of December 31, 1994 and January 1, 1994 were as
follows:

Current Deferred Tax Assets/(Liabilities) 1994 1993

Sales Reserve $ 13,062,000 $ 9,644,000
Warranty Reserve 3,788,000 2,527,000
Inventory Reserve 18,457,000 8,625,000
Other Reserves 5,107,000 2,805,000
Other Assets 2,219,000 2,393,000
Puerto Rico Tollgate Tax (1,879,000) (854,000)
Valuation reserve - (941,000)
Total Current Deferred Tax
Assets/(Liabilities) $40,754,000 $24,199,000

Non-Current Deferred Tax Assets/(Liabilities)

Deferred Revenue 1,198,000 1,787,000
Other Reserves 492,000 524,000
Other Assets 358,000 450,000
Depreciation 2,425,000 ---
Domestic NOL Carryforward 5,474,000 4,928,000
Foreign NOL Carryforward 6,076,000 4,355,000
Research and Development Credit Carryforward 1,144,000 1,151,000
Valuation Reserve (12,694,000) (10,434,000)
Total Non-Current Deferred Tax
Assets/(Liabilities) $4,473,000 $2,761,000

Due to the uncertainty surrounding the realization of certain favorable tax
attributes in future tax returns, the Company has placed a valuation reserve
against these otherwise recognizable deferred tax assets. The valuation
reserve has increased as a result of an increase in the foreign net operating
losses.

The Company has net operating loss carryforwards as of December 31, 1994 which
are summarized as follows:
Carryforward period
Approximate value during which losses
Country in U.S. dollars will expire

Belgium $ 612,000 Indefinite
France 17,718,000 5 years/1996 - 1998
Hong Kong 402,000 Indefinite
Japan 256,000 5 years/1999
United States 13,771,000 15 Years/2002-200

39
<PAGE>

ITEM 8 continued...

The U.S. losses relate to pre-acquisition losses of Epoch and Magna.
The losses in France relate to Copernique, a majority owned subsidiary of EMC;
approximately $12,172,000 are pre-acquisition losses and $5,546,000 are losses
generated in 1994.

D. Inventories

Inventories consist of:
December 31, January 1,
1994 1994

Purchased parts $ 8,946,000 $ 16,860,000
Work-in-process 133,116,000 41,997,000
Finished goods 109,034,000 59,406,000
$251,096,000 $118,263,000

E. Notes Receivable

Notes receivable are primarily from sales-type leases of equipment and are
stated net of interest discounts of approximately $8,719,000 and $4,753,000
and net of allowance for doubtful accounts of $258,000 and $491,000 at
December 31, 1994 and January 1, 1994, respectively. Implicit interest rates
range from 8% to 12%.

The payment schedule for such notes at December 31, 1994 is as follows:

Fiscal year Notes Receivable

1995 $18,703,000
1996 18,240,000
1997 15,063,000
1998 7,014,000
1999 3,323,000
Thereafter 217,000
Face value 62,560,000
Less amounts
representing
interest 8,719,000
Present value 53,841,000
Less allowance for
doubtful accounts 258,000
53,583,000
Current portion 14,638,000
Long-term portion $38,945,000

40
<PAGE>

ITEM 8 continued. . . .

F. Property, Plant and Equipment

Property, plant and equipment consist of:
December 31, January 1,
1994 1994

Furniture and fixtures $ 5,989,000 $ 4,278,000
Equipment 190,160,000 102,670,000
Vehicles 1,010,000 923,000
Buildings and improvements 44,664,000 29,864,000
Land 1,870,000 1,870,000
Construction in progress 9,712,000 4,891,000
253,405,000 144,496,000
Accumulated depreciation
and amortization (80,389,000) (48,016,000)
$173,016,000 $96,480,000

G. Accrued Expenses

Accrued expenses consist of:
December 31, January 1,
1994 1994

Salaries and benefits $54,159,000 $17,881,000
Warranty 15,535,000 16,112,000
Other 36,413,000 25,762,000
$106,107,000 $59,755,000

41
<PAGE>

ITEM 8 continued...

H. Employee Compensation Plans

In 1983, the Company initiated a profit-sharing plan (the "1983 Plan") for
employees, whose eligibility to participate is based on certain service
requirements. Contributions are made at the discretion of the Board of
Directors.

No profit-sharing contributions were made in 1994 or 1993. During December
1992 the Company made a profit-sharing contribution to active employees who
were employed by the Company on or before January 1, 1992, whose
compensation was less than $60,000 for 1992 and who did not participate in any
bonus or incentive program. The amount of the contribution was $248,000.

In July 1985, the Company supplemented the 1983 Plan with a deferred
compensation program for certain employees. Under the program, which is
qualified under Section 401(k) of federal tax laws, the Company has provided a
matching contribution, as described below.

Effective January 1, 1993, the Company introduced a new matching formula for
the 1983 Plan. The Company intends, at the end of each calendar quarter, to
make a contribution that matches 100% of the employee's contribution up to a
maximum of 2% of the employee's quarterly compensation. Additionally,
provided that certain quarterly profit goals are attained, the Company in
succeeding quarters, will provide an additional matching contribution of 1% of
the employee's quarterly compensation up to a maximum quarterly matching
contribution not to exceed 5% of compensation. However, the Company's
matching contribution per participant has a quarterly limit of $500. The
Company's contribution amounted to approximately $2,277,000 in 1994 and
$1,463,000 in 1993, pursuant to the previous formula. The Company's
contribution in 1992 amounted to approximately $889,000.

In 1994, the Epoch Systems, Inc. and Magna Computer Corporation retirement
savings plans were merged into the EMC Corporation Retirement Savings and
Profit Sharing Plan.

The Company does not offer a postretirement or postemployment benefit plan.

I. Lease Commitments and Long-Term Obligations

Lease Commitments

The Company had $1,878,000 and $4,153,000 of equipment leased under capital
leases with accumulated amortization of $1,066,000 and $1,975,000 at December
31, 1994 and January 1, 1994, respectively.

42
<PAGE>

ITEM 8 continued...

The Company leases office and warehouse facilities under various operating
leases. Facilities rent expense amounted to $10,277,000, $6,050,000 and
$4,404,000 in 1994, 1993 and 1992, respectively. The Company's commitments
under its capital and operating leases are as follows:

Capital Operating
Fiscal Year Leases Leases

1995 $608,000 $18,587,000
1996 179,000 15,098,000
1997 - 6,112,000
1998 - 2,592,000
1999 - 1,629,000
Thereafter - 7,522,000

Total minimum lease payments 787,000 $51,540,000
Less amounts representing interest 71,000
Present value of net minimum lease payments 716,000
Current portion 515,000
Long-term portion $201,000

Current Obligations and Lines of Credit

The Company has two lines of credit providing a maximum of $50,000,000 and
$15,000,000, respectively, at LIBOR plus 45 basis points and 62.5 basis points,
respectively. At December 31, 1994 and January 1, 1994, there were no
borrowings outstanding against these credit lines. The Company must maintain
certain minimum financial ratios including a minimum level of working capital
and tangible net worth under each line of credit. At December 31, 1994,
$8,427,000 was borrowed against the Company's overdraft facility at 6.4%.

Long-Term Obligations

In December 1993, the Company issued $200,000,000 of 4 1/4% convertible
subordinated notes due 2001 (the "Notes"). In January 1994, the Company issued
an additional $29,600,000 in Notes in accordance with overallotment provisions
of the offering. The Notes are generally convertible into shares of Common
Stock of the Company at a conversion price of $19.84 per share, subject to
adjustment in certain events. During 1994, $2,000 of notes were converted.
Interest is payable semiannually and the Notes are redeemable at the option of
the Company at set redemption prices, plus accrued interest, commencing
January 1, 1997. Redemption prices range from 100.61% to 102.43% of
principal.

43
<PAGE>

ITEM 8 continued...

In March 1992, the Company issued $60,000,000 of 6 1/4% convertible
subordinated debentures due 2002 (the "Debentures"), of which $19,724,000 and
$740,000 were converted during 1994 and 1993, respectively. The Debentures
are generally convertible at any time prior to maturity into shares of Common
Stock of the Company at a conversion price of $3.063 per share, subject to
adjustment in certain events. Interest is payable semiannually. The
Debentures are redeemable at the option of the Company at set redemption
prices which range from 100.63% to 104.38% of principal. The Company intends
to redeem the Debentures on April 1, 1995, unless the holders choose to convert
on or prior to such date.

The Company has a $14,000,000 mortgage collateralized by the Company's
facility at 171 South Street, Hopkinton, Massachusetts. The mortgage rate is
10.5% and is payable in monthly installments, calculated on a 30 year
amortization schedule, with a lump sum payment of approximately $12,835,000
due on April 1, 1999.

Payments remaining on this mortgage note and other miscellaneous notes
(excluding the debt of EMC Ireland) are as follows:

Fiscal Year Amount Payable

1995 $3,198,000
1996 1,537,000
1997 1,537,000
1998 1,537,000
1999 13,296,000
Total minimum payments 21,105,000
Less amounts representing
interest 5,971,000
Present value of net payments 15,134,000
Current portion 425,000
Long-term portion $14,709,000

In 1989, EMC purchased its premises in Ireland from the Industrial Development
Authority (IDA) of Ireland which granted the Company a total of $790,000
towards the purchase price and for improvements to the premises. During 1994,
the Company was granted an additional $1,650,000 from the IDA. The grants
are included in long-term obligations and are amortized over periods of 25
years for funds used in building improvements and seven years for funds used to
purchase equipment. Remaining unamortized grants at December 31, 1994 are
$2,197,000, of which $135,000 is current and $2,062,000 is long-term.

44
<PAGE>

ITEM 8 continued...

J. Common Stock, Preferred Stock and Stock Options

Common Stock

At the Annual Meetings of the Company in 1993 and 1992, the stockholders
approved amendments to the Company's Articles of Organization to increase the
number of shares of authorized Common Stock. The current authorization is
330,000,000 shares.

The following stock splits were effected in the form of stock dividends in the
following amounts and at the following dates: a three-for-two stock split
effective November 24, 1992, for stockholders of record on November 9, 1992,
a two-for-one stock split effective June 8, 1993, for stockholders of record on
May 24, 1993, and a two-for-one stock split effective December 10, 1993, for
stockholders of record on November 26, 1993.

All share and per share data have been restated to reflect these splits.

Preferred Stock

At the Special Meeting of Stockholders of the Company on November 17,
1993, the stockholders approved an amendment to the Company's Articles of
Organization to authorize a new class of capital stock consisting of 25,000,000
shares of Series Preferred Stock, $.01 par value, which may be issued from
time to time in one or more series, with such terms as the Board of Directors
may determine, without further action by the stockholders of the Company,
except as may be required by applicable law or stock exchange rules.

Stock Options

The Board of Directors and stockholders adopted the EMC Corporation 1993
Stock Option Plan (the "1993 Plan") to provide qualified incentive stock
options and nonqualified stock options to key employees. A total of
6,000,000 shares of Common Stock have been reserved for issuance under this
Plan.

Under the terms of the 1993 Plan the exercise price of incentive stock options
issued must be equal to at least the fair market value of the Common Stock at
the date of grant. In the event that nonqualified stock options are granted,
the exercise price may be less than the fair market value at the time of grant
but not less than par value which is $.01 per share. In general, options
become exercisable in equal annual installments over the first five years after
the date of grant. As of December 31, 1994, options exercisable approximated
73,600. Shares available for future options as of December 31, 1994 amounted
to 3,062,140. Activity under the 1993 Plan for the two years ended
December 31, 1994 is as follows:

45
<PAGE>

ITEM 8 continued...

Number of Shares Exercise Price

Granted 852,000 $ 17.63
Canceled -0- N/A
Exercised -0- N/A
Balance at January 1, 1994 852,000 $ 17.63
Granted 2,647,260 9.94-20.88
Canceled (561,400) 17.50-19.88
Exercised (16,800) 17.63
Balance at December 31, 1994 2,921,060 $9.94-20.88

The Board of Directors and stockholders adopted the 1985 Stock Option Plan
(the "1985 Plan") to provide qualified incentive stock options and nonqualified
stock options to key employees. At the Annual Meeting of the Company on
May 13, 1992, the stockholders approved an amendment to the 1985 Plan to
increase the number of shares available for grant to 36,000,000 from
27,000,000.

Under the terms of the 1985 Plan the exercise price of incentive stock options
issued must be equal to at least the fair market value of the Common Stock at
the date of grant. In the event that nonqualified stock options are granted,
the exercise price may be less than the fair market value at the time of grant,
but in the case of employees not subject to Section 16 of the Securities
Exchange Act of 1934 ("Section 16") no less than par value which is $.01 per
share, and in the case of employees subject to Section 16, no less than 50%
of the fair market value at the time of grant. In general, options become
exercisable in equal annual installments over the first five years after the
date of grant. As of December 31, 1994, options exercisable approximated
1,957,632. Shares available for future options as of December 31, 1994
amounted to 330,148. However, no incentive stock option may be granted under
the 1985 Plan after May 16, 1995, but options theretofore granted may extend
beyond that date. Activity under the 1985 Plan for the three years ended
December 31, 1994 is as follows:

46
<PAGE>

ITEM 8 continued. . . .
Number of Exercise
Shares Price

Balance at December 28, 1991 15,232,512 $.06 - 2.17
Granted 8,595,600 1.42 - 3.71
Canceled (948,900) .58 - 3.71
Exercised (2,838,072) .58 - 1.98
Balance at January 2, 1993 20,041,140 .06 - 3.71
Granted 3,537,200 6.47-17.63
Canceled (331,000) .58 -12.44
Exercised (5,448,069) .06 - 3.71
Balance at January 1, 1994 17,799,271 .06 -17.63
Granted 0 N/A
Canceled (329,800) .75-17.63
Exercised (4,877,324) .06-17.63
Balance at December 31, 1994 12,592,147 $.58-17.63

In 1994, an employee of the Company was granted non-qualified options to
purchase 5,000 shares of Common Stock under the Company's 1993 Stock Option
Plan at $9.94 per share, representing 50% of the per share fair market value at
the date of the grant. On July 17, 1992, certain executive officers of the
Company were granted non-qualified options to purchase an aggregate of
3,900,000 shares of Common Stock under the Company's 1985 Stock Option
Plan at per share prices ranging from $1.43 to $2.43. These prices represent
50% to 85% of the per share fair market value at the date of grant. Discounts
from fair market value have been recorded as deferred compensation and are
being charged to earnings over the five year vesting period of the options.

Generally, when shares acquired pursuant to the exercise of incentive stock
options are sold within one year of exercise or within two years from the date
of grant, the Company derives a tax deduction measured by the amount that the
market value exceeds the option price at the date the options are exercised.

On January 31, 1989, the Board of Directors adopted the 1989 Employee Stock
Purchase Plan (the "1989 Plan") which was approved and adopted by the
stockholders of the Company on May 10, 1989. Under the 1989 Plan, eligible
employees of the Company are given the option to purchase shares of Common
Stock at 85% of fair market value by means of payroll deductions. At the
Annual Meeting of the Company on May 12, 1993 the stockholders approved an
amendment to the 1989 Plan to increase the number of shares available from
2,700,000 to 3,900,000. Options are granted twice yearly, on January 1 and
July 1, and are exercisable on the succeeding June 30 or December 31. The
purchase price for shares is the lower of 85% of the fair market value of the
stock at the time of grant or 85% of said value at the time of exercise. In
1994, 387,218 shares were exercised at $11.48 per share. In 1993, 190,492
shares were exercised at $5.05 per share and 152,679 shares were exercised at
$9.19 per share. In 1992, 292,088 shares were exercised at $1.47 per share,
290,436

47
<PAGE>

ITEM 8 continued...

shares were exercised at $1.79 per share and 248,396 shares were exercised at
$2.55 per share.

At the Annual Meeting of the Company on May 12, 1992, the stockholders
adopted the 1992 EMC Corporation Stock Option Plan for Directors (the
"Directors Plan").

A total of 1,800,000 shares of Common Stock have been reserved for issuance
under the Directors Plan which is administered by the Executive Stock Option
and Compensation Committee (the "Committee") of the Board of Directors. The
exercise price for each option granted under the Directors Plan will be at a
price per share determined by the Committee at the time the option is granted,
which price shall not be less than 50% of the fair market value per share of
Common Stock on the date of grant. Options will be exercisable in increments of
20% for the shares covered thereby on each of the first through fifth
anniversaries of the grant.

On May 12, 1993, a director was granted options to purchase 160,000 shares of
Common Stock at a per share price of $8.25, which represents 100% of the per
share fair market value at the date of grant. On May 12, 1992, a director was
granted options to purchase 240,000 shares of Common Stock at a per share price
of $1.26, which represents 50% of the per share fair market value at the date
of grant. The discount from fair market value has been recorded as deferred
compensation and is being amortized to earnings over the five year vesting
period of the options. In 1994, options to purchase 32,000 shares and 48,000
shares were exercised at $8.25 and $1.26, respectively. In 1993, options to
purchase 48,000 shares were exercised at $1.26 per share. All stock option
plans and the employee stock purchase plan are administered by the Committee.

K. Litigation

On June 10, 1993, Storage Technology Corporation ("STK") filed suit against
EMC in the United States District Court for the District of Colorado alleging
that EMC is infringing three patents. In the complaint, STK seeks injunctive
relief, unspecified damages, including treble damages, plus attorney's fees
and costs. On July 20, 1993, EMC answered the complaint, denied STK's
allegations and counterclaimed. In the counterclaims, EMC seeks unspecified
damages, attorney's fees, costs and interest. In a court hearing on
October 12, 1994, STK's claims on two of the three patents were dismissed
with prejudice. Discovery on the sole remaining patent in the matter is
currently in process. The originally scheduled trial date of October 24,
1994 has been postponed.

ITEM 8 continued...

treble damages, plus attorney's fees and costs. On October 12, 1994, STK
answered the complaint, denied any infringement and counterclaimed. STK has
subsequently filed an additional counterclaim. EMC has denied STK's
allegations. Discovery on this case is currently in process. A trial is
expected in late 1995.

L. Off-Balance-Sheet Risk and Concentrations of Credit Risk

Off-Balance-Sheet Risk

The Company enters into forward exchange and foreign currency option
contracts to hedge foreign currency transactions on a continuing basis for
periods consistent with its committed exposures. The Company does not engage
in currency speculation. The Company's foreign exchange contracts do not
subject the Company to risk due to exchange rate movements because gains and
losses on these contracts offset losses and gains on the assets, liabilities
and transactions being hedged. The foreign currency options are exercisable
at the Company's discretion and therefore do not subject the Company to risk
due to exchange rate movement. The maximum amount of foreign currency contracts
outstanding during 1994 and 1993 was $96,479,000 and $53,390,000, respectively.
At December 31, 1994 and January 1, 1994, the Company had $89,691,000 and
$50,354,000 of foreign exchange contracts outstanding, respectively, and
$10,000,000 of foreign currency options at December 31, 1994.

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of temporary cash investments, long-term
investments and trade and notes receivables. The Company places its temporary
cash investments and long-term investments in investment grade instruments and
limits the amount of investment with any one financial institution.

The credit risk associated with trade receivables is minimal due to the large
number of customers and their broad dispersion over many different industries
and geographic areas. During 1994 and 1993, no single customer accounted for
greater than 10% of the Company's revenues.

M. Segment Information

The Company is active in one business segment: designing, manufacturing and
marketing high performance storage products. Information by geographic area is

ITEM 8 continued...

presented below with revenue derived from exports shown in their area of
origin. Sales and marketing operations outside the United States are primarily
conducted through sales subsidiaries and branches located principally in
Europe and Asia and by direct sales from the parent corporation or its Irish
manufacturing subsidiary. The United States market amounted to greater than
95% of the Company's sales, income and identifiable assets in the North/South
America segment.

Intercompany transfers between geographic areas are accounted for at prices
which are designed to be representative of unaffiliated party transactions.

Europe,
North/South Middle East, Asia Consolidated
America Africa Pacific Elimination Total

1994
Sales $871,048,000 $449,467,000 $56,977,000 --- $1,377,492,000
Transfers
between
areas 123,587,000 61,577,000 110,000 (185,274,000) ---
Total sales 994,635,000 511,044,000 57,087,000 (185,274,000) 1,377,492,000
Income
(loss) from
operations 155,544,000 196,658,000 (97,000) (1,573,000) 350,532,000
Identifiable
assets at
year end 1,230,883,000 171,233,000 36,437,000 (121,053,000) 1,317,500,000

1993
Sales $526,771,000 $251,363,000 $4,487,000 $ --- $782,621,000
Transfers
between
areas 100,237,000 83,726,000 --- (183,963,000) ---
Total sales 627,008,000 335,089,000 4,487,000 (183,963,000) 782,621,000
Income
(loss) from
operations 107,512,000 70,324,000 (990,000) 3,582,000 180,428,000
Identifiable
assets at
year end 684,576,000 192,682,000 2,383,000 (49,995,000) 829,646,000

1992
Sales $263,465,000 $111,117,000 $11,124,000 $ --- $385,706,000
Transfers
between
areas 83,813,000 36,303,000 --- (120,116,000) ---
Total sales 347,278,000 147,420,000 11,124,000 (120,116,000) 385,706,000
Income from
operations 34,915,000 25,008,000 1,255,000 (12,603,000) 48,575,000
Identifiable
assets at
year end 252,308,000 98,232,000 4,309,000 (16,069,000) 338,780,000

50
<PAGE>

ITEM 8 continued. . . .

N. Selected Quarterly Financial Data (unaudited)

Fiscal Year 1994 Q1 1994 Q2 1994 Q3 1994 Q4 1994

Net sales, service and rental $267,058 $308,116 $371,582 $430,736
Gross profit 142,651 161,733 195,249 217,825
Net income 48,840 54,569 69,395 77,864
Net income per share,
(fully diluted) $0.22 $0.24 $0.30 $0.34

Fiscal Year 1993 Q1 1993 Q2 1993 Q3 1993 Q4 1993

Net sales, service and rental $138,773 $179,542 $215,747 $248,559
Gross profit 66,480 88,996 113,723 132,667
Net income 14,913 26,888 38,487 46,834
Net income per share,
(fully diluted) $0.08 $0.13 $0.18 $0.21

Earnings per share data has been adjusted to reflect all prior stock splits
and poolings of interests.

51
<PAGE>

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES

None.

52
<PAGE>

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company will furnish to the Securities and Exchange Commission a
definitive Proxy Statement (the "Proxy Statement") not later than 120 days
after the close of the fiscal year ended December 31, 1994. The information
required by this item is incorporated herein by reference to the Proxy
Statement. Also see "Executive Officers of the Registrant" in Part I of this
form.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to
the Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information required by this item is incorporated herein by reference to
the Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated herein by reference to
the Proxy Statement.

53
<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS
ON FORM 8-K

(a)

1. Financial Statements

The financial statements listed in the accompanying Index to Consolidated
Financial Statements and Schedule on page 58 are filed as part of this report.

2. Schedule

The schedule listed in the accompanying Index to Consolidated Financial
Statements and Schedule on page 62 are filed as part of this report.

3. Exhibits

See Index to Exhibits pages 60 through 61 of this report.

The exhibits are filed with or incorporated by reference in this report.

(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the fourth quarter of the fiscal
year covered by this report.

54
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, EMC Corporation has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on March 28, 1995.

EMC CORPORATION

By: /s/ Richard J. Egan
Richard J. Egan
Chairman of the Board

55
<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on the date indicated as of March 28, 1995.

Signature Title

/s/ Richard J. Egan Chairman of the Board
Richard J. Egan (Principal Executive Officer) and Director

/s/ Michael C. Ruettgers President and Chief Executive Officer
Michael C. Ruettgers and Director

/s/ W. Paul Fitzgerald Senior Vice President, Finance and
W. Paul Fitzgerald Administration, Chief Financial Officer
(Principal Financial Officer),
Treasurer and Director

/s/ John R. Egan Executive Vice President Sales and
John R. Egan Marketing and Director

/s/ Colin G. Patteson Vice President and Controller
Colin G. Patteson (Principal Accounting Officer)

/s/ Michael J. Cronin Director
Michael J. Cronin

/s/ John F. Cunningham Director
John F. Cunningham

/s/ Maureen E. Egan Director
Maureen E. Egan

/s/ Joseph F. Oliveri Director
Joseph F. Oliver

56
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and the Board of Directors
of EMC Corporation:

In connection with our audits of the consolidated financial statements of
EMC Corporation as of December 31, 1994 and January 1, 1994 and for each of
the three years in the period ended December 31, 1994, which financial
statements and reports are included herein, we have also audited the related
financial statement schedule listed in Item 14 herein.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.

COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
January 30, 1995

57
<PAGE>

EMC CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
COVERED BY REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS

Form 10-K

Consolidated Balance Sheets at
December 31, 1994 and January 1, 1994 p. 28

Consolidated Statements of Operations
for the years ended December 31, 1994,
January 1, 1994 and January 2, 1993 p. 29

Consolidated Statements of Cash Flows
for the years ended December 31, 1994,
January 1, 1994 and January 2, 1993 p. 30

Consolidated Statements of Stockholders' Equity
for the years ended December 31, 1994,
January 1, 1994 and January 2, 1993 p. 31

Notes to Consolidated Financial Statements p.p. 32 - 51

Reports of Independent Accountants p.p. 27 and 57

58
<PAGE>

Schedule: Form 10-K

Schedule VIII - Valuation Page S-1
and Qualifying Accounts

Report of Independent
Accountants on Financial
Statement Schedule

Note: All other financial statement schedules are omitted because they are not
applicable or the required information is included in the financial statements
or notes thereto.

59
<PAGE>

The exhibits listed below are filed with or incorporated by reference in this
report.

3.1 Articles of Organization of EMC Corporation. <F1>

3.2 Articles of Amendment filed February 26, 1986. <F1>

3.3 Articles of Amendment filed April 2, 1986. <F1>

3.4 Articles of Amendment filed May 13, 1987. <F2>

3.5 Articles of Amendment filed June 19, 1992. <F3>

3.6 Articles of Amendment filed May 12, 1993. <F4>

3.7 Articles of Amendment filed November 12, 1993. <F5>

3.8 By-laws of EMC Corporation, as amended on October 16, 1992. <F3>

4.1 Form of Stock Certificate. <F6>

4.2 Indenture, dated as of March 25, 1992 between EMC Corporation and State
Street Bank and Trust Company, Trustee. <F7>

4.3 Indenture, dated as of December 17, 1993 between EMC Corporation and State
Street Bank and Trust Company, Trustee. <F8>

4.4 Form of 6 1/4% Convertible Subordinated Debenture Due 2002. <F7>

4.5 Form of 4 1/4% Convertible Subordinated Note Due 2001. <F9>

10.1 EMC Corporation 1985 Stock Option Plan, as amended (filed herewith).

10.2 EMC Corporation 1989 Employee Stock Purchase Plan, as amended (filed
herewith).

10.3 EMC Corporation 1992 Stock Option Plan for Directors, as amended (filed
herewith).

10.4 EMC Corporation 1993 Stock Option Plan, as amended (filed herewith).

10.5 EMC Corporation Profit-Sharing Plan. <F1>

10.6 Mortgage Agreement with and Note Payable to John Hancock Mutual Life
Insurance Company. <F1>

11.1 Computation of net income (loss) per share (filed herewith).

22.1 Subsidiaries of Registrant (filed herewith).

60
<PAGE>

23.1 Consent of Independent Accountants (filed herewith).
________________________________________________________________________

<F1> Incorporated herein by reference to the Company's Registration Statement
on Form S-1 (No. 33-3656)

<F2> Incorporated herein by reference to the Company's Registration Statement
on Form S-1 (No. 33-17218).

<F3> Incorporated herein from Annual Report on Form 10-K of EMC Corporation
filed February 12, 1993.

<F4> Incorporated herein by reference to the Company's Registration Statement
on Form S-1 (No. 33-67224).

<F5> Incorporated herein from Current Report on Form 8-K of EMC Corporation
filed November 19, 1993.

<F6> Incorporated herein from Annual Report on Form 10-K of EMC Corporation
filed March 31, 1988.

<F7> Incorporated herein by reference to the Company's Registration Statement
on Form S-3 (No. 33-46075).

<F8> Incorporated herein from Current Report on Form 8-K of EMC Corporation
filed December 29, 1993.

<F9> Incorporated herein by reference to the Company's Registration Statement
on Form S-3 (No. 33-71916).

61
<PAGE>

EMC CORPORATION AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description of Period Expenses Accounts Deductions Period

Year ended
December 31, 1994
Allowance for
doubtful
accounts $5,262,000 $2,223,000 $(1,213,000) $6,272,000

Year ended
January 1, 1994
Allowance for
doubtful
accounts $2,915,000 $2,699,000 $ (352,000) $5,262,000

Year ended
January 2, 1993
Allowance for
doubtful
accounts $2,892,000 $ 488,000 $ (465,000) $2,915,000

S-1

62
<PAGE>

EMC CORPORATION

Exhibit 11.1 Computation of Primary and Fully Diluted Net Income Per Share

1994 1993 1992
Primary

Net income (in thousands) $250,668 $127,122 $29,508

Add back interest expense
on convertible notes 9,730 373 0

Less tax effect on interest
expense on convertible notes (3,892) (149) 0

Net income for purpose of
calculating primary net
income per share $256,506 $127,346 $29,508

Weighted average shares
outstanding during
the period 193,969,252 180,204,169 162,308,044

Common equivalent shares 24,076,414 16,281,991 9,643,652

Common and common equivalent
shares outstanding for
purpose of calculating
primary net income
per share 218,045,666 196,486,160 171,951,696

Primary net income per share $1.18 $0.65 $0.17

Fully Diluted

Net income (in thousands) $250,668 $127,122 $29,508

Add back interest expense
on convertible debentures
and notes 12,700 4,097 2,853
Less tax effect on interest
expense on convertible
debentures and notes (5,080) (1,601) (1,085)

Net income for purpose of
calculating fully diluted
net income per share $258,288 $129,618 $31,276
Common and common equivalent
shares outstanding for purpose
of calculating primary
net income per share 218,045,666 196,486,160 171,951,696

Incremental shares to
reflect full dilution 16,208,974 20,738,566 18,596,284

Total shares for purpose
of calculating fully diluted
net income per share 234,254,640 217,224,726 190,547,980

Fully diluted net
income per share
(Note B) $1.10 $0.60 $0.16

Note: Prior year earnings per share and weighted average shares have been
restated to reflect the December 1993 2 for 1 stock split, the June 1993
2 for 1 stock split and the November 1992 3 for 2 stock split.

63
<PAGE>

EXHIBIT 22.1 - SUBSIDIARIES OF REGISTRANT

The following is a list of the Corporation's consolidated subsidiaries as of
March 15, 1995. The Corporation owns, directly or indirectly, 100% of the
voting securities of each subsidiary, unless noted otherwise and except for
director's qualifying shares.

STATE OR
JURISDICTION OF
NAME ORGANIZATION

Copernique S.A. <F10> France

EMC Asset Acquisition Corporation Delaware

EMC Caribe, Inc. Delaware

EMC Computer Storage Systems (Israel) Ltd. Israel

EMC Computer Systems AG Switzerland

EMC Computer Systems California, Inc. Delaware

EMC Computer Systems (F.E.) Limited Hong Kong

EMC Computer Systems France Sarl France

EMC Computer Systems Italy SPA Italy

EMC Japan K.K. <F11> Japan

EMC Computer Systems (South Asia) Pte. Ltd. Singapore

EMC Computer Systems (U.K.) Limited United Kingdom

EMC (Benelux) B.V. Holland

EMC Computer-Systems Deutschland GMBH Germany

EMC Computer-Systems Ireland Limited Ireland

EMC Computer-Systems Svenska AB Sweden

64
<PAGE>

EMC Foreign Sales Corporation (F.S.C.) Barbados

EMC International Holdings, Inc. Delaware

EMC Securities Corporation Massachusetts

EMC System Peripherals Canada, Inc. Canada

Epoch, Inc. Delaware

<F10> Majority owned by EMC (Benelux) B.V., the remainder owned by Compagnie
des Machines Bull S.A., and not including certain directors' qualifying
shares.
<F11> Majority owned by EMC Corporation, the remainder owned by CLC
Corporation.

65
<PAGE>

EXHIBIT 23.1 - CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statements of
EMC Corporation on Form S-8 (File Nos. 33-71262 and 33-71598) of our reports
dated January 30, 1995, on our audits of the consolidated financial statements
and financial statement schedule of EMC Corporation as of December 31, 1994
and January 1, 1994 and for the years ended December 31, 1994, January 1, 1994
and January 2, 1993, which reports are included in this Annual Report on
Form 10-K.

COOPERS & LYBRAND

Boston, Massachusetts
March 24, 1995

66
<PAGE>

Exhibit 10.1 1985 Stock Option Plan

EMC CORPORATION

1985 STOCK OPTION PLAN, as amended December 31, 1994

1. PURPOSE.

The purpose of the EMC Corporation 1985 Stock Option Plan is to enable EMC
Corporation to provide a special incentive to a limited number of key employees
of the Company and its Subsidiaries, if any, who are in a position to have a
significant effect upon the Company's business and earnings. In order to
accomplish this purpose, the Plan authorizes the grant to such key employees
of options to purchase Common Stock of the Company. Increased ownership of
Common Stock will provide such key employees with an additional incentive to
take into account the long-term interests of the Company.

2. DEFINITIONS.

As used herein, the following words or terms have the meanings set forth
below. The masculine gender is used throughout the Plan but is intended to
apply to members of both sexes.

2.1 "Board of Directors" means the Board of Directors of the Company.

2.2 "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor statute.

2.3 "Committee" means the Committee (which, following registration of the
Common Stock under the Securities Exchange Act of 1934, shall consist of not
less than three members of the Board of Directors) appointed by the Board of
Directors to administer the Plan or the Board of Directors as a whole if no
appointment is made.

2.4 "Common Stock" means the Common Stock of the Company.

2.5 "Company" means EMC Corporation, a corporation established under
the laws of The Commonwealth of Massachusetts.

2.6 "Fair Market Value" in the case of a share of Common Stock on a
particular day, means the fair market value as determined from time to time by
the Board of Directors or, where appropriate, by the Committee, taking into
account all information which the Board of Directors, or the Committee,
considers relevant.

2.7 "Incentive Stock Option" means a stock option that satisfies the
requirements of Section 422 of the Code.

2.8 "Participant" means an individual holding a stock option or stock options
granted to him under the Plan.

2.9 "Plan" means the EMC Corporation 1985 Stock Option Plan set forth
herein.

2.10 "Subsidiary" or "Subsidiaries" means a corporation or corporations in
which the Company owns, directly or indirectly, stock possessing 50 percent or
more of the total combined voting power of all classes of stock.

2.11 "Ten Percent Stockholder" means any person who, at the time an option
is granted, owns or is deemed to own stock (as determined in accordance with
Sections 422 and 424 of the Code) possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or its
parent or a subsidiary.

3. ADMINISTRATION.

3.1 The Plan shall be administered by the Committee. A majority of the
members of the Committee shall constitute a quorum, and all determinations of
the Committee shall be made by a majority of its members. Any determination of
the Committee under the Plan may be made without notice or meeting of the
Committee by a writing signed by a majority of the Committee members.
Following registration of the Common Stock under the Securities Exchange of
1934, all members of the Committee shall be disinterested persons within the
meaning of Rule 16b-3 under that Act.

3.2 Subject to the provisions set forth herein, the Committee shall have full
authority to determine the provisions of options to be granted under the Plan,
to interpret the terms of the Plan and of options granted under the Plan, to
adopt, amend and rescind rules and guidelines for the administration of the
Plan and for its own acts and proceedings and to decide all questions and
settle all controversies and disputes which may arise in connection with the
Plan.

3.3 The decision of the Committee on any matter as to which the Committee
is given authority under subsection 3.2 shall be final and binding on all
persons concerned.

3.4 Nothing in the Plan shall be deemed to give any officer or employee, or
his legal representatives or assigns, any right to participate in the Plan,
except to such extent, if any, as the Committee may have determined or
approved pursuant to the provisions of the Plan.

4. SHARES SUBJECT TO THE PLAN.

4.1 The maximum number of shares of Common Stock that may be delivered upon
the exercise of options granted under the Plan shall be 36,000,000, subject
to adjustment in accordance with the provisions of Section 8.

4.2 If any option granted under the Plan terminates without having been
exercised in full (including an option which terminates by agreement between
the Company and the Participant), the number of shares of Common Stock as to
which such option has not been exercised prior to termination shall be available
for future grants within the limits set forth in subsection 4.1.

4.3 Shares of Common Stock delivered upon the exercise of options shall
consist of shares of authorized and unissued Common Stock, except that the Board
of Directors may from time to time in its discretion determine in any case the
shares to be so delivered shall consist of shares of authorized and issued
Common Stock reacquired by the Company and held in its Treasury. No
fractional shares of Common Stock shall be delivered upon the exercise of an
option.

5. ELIGIBILITY FOR OPTIONS.

Employees eligible to receive options under the Plan shall be those key
employees of the Company and its Subsidiaries, if any, who, in the opinion of
the Committee, are in a position to have a significant effect upon the Company's
business and earnings. Members of the Board of Directors of the Company or a
Subsidiary who are not employed as regular salaried officers or employees of
the Company or a Subsidiary may not participate in the Plan.

6. GRANT OF OPTIONS.

6.1 From time to time while the Plan is in effect the Committee may, in its
absolute discretion, select from among the persons eligible to receive options
(including persons to whom options were previously granted) those persons to
whom options are to be granted.

6.2 The Committee shall, in its absolute discretion, determine the number of
shares of Common Stock to be subject to each option granted under the Plan.

6.3 No Incentive Stock Option may be granted under the Plan after May 16,
1995, but options theretofore granted may extend beyond that date.

7. PROVISIONS OF OPTIONS.

7.1 Incentive Stock Options or Other Options. Options granted under the
Plan may be either Incentive Stock Options or options which do not qualify as
Incentive Stock Options, as the Committee shall determine at the time of each
grant of options hereunder.

7.2 Stock Option Certificates or Agreements. Options granted under the Plan
shall be evidenced by certificates or agreements in such form as the Committee
shall from time to time approve. Such certificates or agreements shall comply
with the terms and conditions of the Plan and may contain such other provisions
not inconsistent with the terms and conditions of the Plan as the Committee
shall deem advisable. In the case of options intended to qualify as Incentive
Stock Options, the certificates or agreements shall contain such provisions
relating to exercise and other matters as are required of incentive stock
options under the Code.

7.3 Terms and Conditions. All options granted under the Plan shall be
subject to the following terms and conditions to the extent applicable and to
such other terms and conditions not inconsistent therewith as the Committee
shall determine:

7.3.1 Exercise Price. The exercise price per share of Common Stock
with respect to each option shall be as determined by the Committee but in the
case of an Incentive Stock Option not less than 100% (110% in the case of an
Incentive Stock Option granted to a Ten Percent Stockholder) of the Fair
Market Value per share at the time the option is granted. In the case of an
option which does not qualify as an Incentive Stock Option, the exercise price
per share of Common Stock shall be not less than par value. However, for
those employees subject to Section 16 of the Securities Exchange Act of 1934,
the per share exercise price for an option which does not qualify as an
Incentive Stock Option shall not be less than 50% of the Fair Market Value at
the time the option is granted.

7.3.2 Value of Shares of Common Stock Subject to Incentive Stock
Options. Each eligible employee may be granted Incentive Stock Options only
to the extent that, in the aggregate under this Plan and all incentive stock
option plans of the Company and any related corporation, such Incentive Stock
Options do not become exercisable for the first time by such employee during
any calendar year in a manner which would entitle the employee to purchase more
than $100,000 in fair market value (determined at the time the Incentive Stock
Options were granted) of Common Stock in that year. Any options granted to
any employee in excess of such amount will be granted as Non-Qualified
Options.

7.3.3 Period of Options. An option shall be exercisable during such period
of time as the Committee may specify (subject to subsection 7.4 below), but
in the case of an Incentive Stock Option not after the expiration of ten years
(five years in the case of an Incentive Stock Option granted to a Ten Percent
Stockholder) from the date the option is granted.

7.3.4 Exercise of Options.

7.3.4.1 Each option shall be made exercisable at such time or
times as the Committee shall determine. In the case of an option made
exercisable in installments, the Committee may later determine to
accelerate the time at which one or more of such installments may be
exercised.

7.3.4.2 Any exercise of an option shall be in writing signed by
the proper person and delivered or mailed to the General Counsel of the
Company, accompanied by an option exercise notice and payment in full
for the number of shares in respect to which the option is exercised.

7.3.4.3 In the event an option is exercised by the executor or
administrator of a deceased Participant, or by the person or persons to
whom the option has been transferred by the Participant's will or the
applicable laws of descent and distribution, the Company shall be under
no obligation to deliver stock thereunder until the Company is satisfied
that the person or persons exercising the option is or are the duly
appointed executor or administrator of the deceased Participant or the
person or persons to whom the option has been transferred by the
Participant's will or by the applicable laws of descent and distribution.

7.3.4.4 The Committee may at the time of grant condition the
exercise of an option upon agreement by the Participant to subject the
Common Stock to any restrictions on transfer or repurchase rights in
effect on the date of exercise, upon representations of continued
employment and upon other terms not inconsistent with this Plan. Any
such conditions shall be set forth in the option certificate or other
document evidencing the option.

7.3.4.5 In the case of an option that is not an Incentive Stock
Option, the Committee shall have the right to require that the individual
exercising the option to remit to the Company an amount sufficient to
satisfy any federal, state, or local withholding tax requirements (or
makes other arrangements satisfactory to the Company with regard to
such taxes) prior to the delivery of any Common Stock pursuant to the
exercise of the option. In the case of an Incentive Stock Option, if at the
time the Incentive Stock Option is exercised the Committee determines
that under applicable law and regulations the Company could be liable
for the withholding of any federal or state tax with respect to a
disposition of the Common Stock received upon exercise, the Committee
may require as a condition of exercise that the individual exercising the
Incentive Stock Option agree (i) to inform the Company promptly of any
disposition (within the meaning of Section 422 (a) (1) of the Code and
the regulations thereunder) of Common Stock received upon exercise,
and (ii) to give such security as the Committee deems adequate to meet
the potential liability of the Company for the withholding of tax, and to
augment such security from time to time in any amount reasonably
deemed necessary by the Committee to preserve the adequacy of such
security.

7.3.4.6 In the case of an option that is exercised by an individual that is
subject to taxation in a foreign jurisdiction, the Committee shall have the
right to require the individual exercising the option to remit to the Company
an amount sufficient to satisfy any federal or withholding requirement of that
foreign jurisdiction (or make other arrangements satisfactory to the Company
with regard to such taxes prior to the delivery of any Common Stock pursuant
to the exercise of the option).

7.3.5 Payment for and Delivery of Stock. The shares of stock purchased on
any exercise of an option granted hereunder shall be paid for in full in cash
or, if permitted by the terms of the option, in shares of unrestricted
Common Stock at the time of such exercise or, if so permitted, a combination
of such cash and Common Stock. A Participant shall not have the rights of a
stockholder with respect to awards under the Plan except as to stock actually
issued to him.

7.3.6 Listing of Stock, Withholding and Other Legal Requirements.
The Company shall not be obligated to deliver any stock until all federal and
state laws and regulations which the Company may deem applicable have been
complied with, nor, in the event the outstanding Common Stock is at the time
listed upon any stock exchange, until the stock to be delivered has been listed
or authorized to be added to the list upon official notice of issuance to such
exchange. In addition, if the shares of stock subject to any option have not
been registered in accordance with the Securities Act of 1933, as amended, the
Company may require the person or persons who wishes or wish to exercise such
option to make such representation or agreement with respect to the sale of
stock acquired on exercise of the option as will be sufficient, in the opinion
of the Company's counsel, to avoid violation of said Act, and may also require
that the certificates evidencing said stock bear an appropriate restrictive
legend.

7.3.7 Non-transferability of Options. No option may be transferred by the
Participant otherwise than by will or by the laws of descent and distribution,
and during the Participant's lifetime the option may be exercised only by him.

7.3.8 Death. If a Participant dies at a time when he is entitled to
exercise an Incentive Stock Option, then at any time or times within three
years after his death such Incentive Stock Option may be exercised, as to all
or any of the shares which the Participant was entitled to purchase thereunder
immediately prior to his death, by his executor or administrator or the person
or persons to whom the Incentive Stock Option is transferred by will or the
applicable laws of descent and distribution, and except as so exercised such
Incentive Stock Option shall expire at the end of such three-year period.
In no event, however, may any Incentive Stock Option granted under the Plan
be exercised after the expiration of ten years (five years in the case of an
Incentive Stock Option granted to a Ten Percent Stockholder) from the date
the Incentive Stock Option was granted.

7.3.9 Termination of Employment. If the employment of a Participant
terminates for any reason other than his death, all options held by the
Participant shall thereupon expire on the date of termination unless the option
by its terms, or the Committee by resolution, shall allow the Participant to
exercise any or all of the options held by him after termination. In the case
of an Incentive Stock Option, the Incentive Stock Option shall in any event
expire at the end of three months after such termination of employment, or after
the expiration of ten years (five years in the case of an Incentive Stock
Option granted to a Ten Percent Stockholder) from the date the Incentive Stock
Option was granted, whichever occurs first. If the Committee so decides, an
option may provide that a leave of absence granted by the Company or Subsidiary
is not a termination of employment for the purpose of this subsection 7.3.9,
and in the absence of such a provision the Committee may in any particular case
determine that such a leave of absence is not a termination of employment for
such purpose. The Committee shall also determine all other matters relating to
continuous employment.

7.4 Authority of the Committee. The Committee shall have the authority,
either generally or in particular instances, to waive compliance by a
Participant with any obligation to be performed by him under an option and to
waive any condition or provision of an option, except that the Committee may
not (i) increase the total number of shares covered by any Incentive Stock
Option (except in accordance with Section 8), (ii) reduce the option price per
share of any Incentive Stock Option (except in accordance with Section 8) or
(iii) extend the term of any Incentive Stock Option to more than ten years,
subject, however, to the provisions of Section 10.

8. CHANGES IN STOCK.

In the event of a stock dividend, stock split or other change in corporate
structure or capitalization affecting the Common Stock that becomes effective
after the adoption of the Plan by the Board of Directors, the Committee shall
make appropriate adjustments in (i) the number and kind of shares of stock on
which options may thereafter be granted hereunder, (ii) the number and kind of
shares of stock remaining subject to each option outstanding at the time of such
change and (iii) the option price. The Committee's determination shall be
binding on all persons concerned. Subject to any required action by the
stockholders, if the Company shall be the surviving corporation in any merger
or consolidation (other than a merger or consolidation in which the Company
survives but in which a majority of its outstanding shares are converted into
securities of another corporation or are exchanged for other consideration), any
option granted hereunder shall pertain and apply to the securities which a
holder of the number of shares of stock of the Company then subject to the
option would have been entitled to receive, but a dissolution or liquidation of
the Company or a merger or consolidation in which the Company is not the
surviving corporation or in which a majority of its outstanding shares are so
converted or exchanged shall cause every option hereunder to terminate;
provided that if any such dissolution, liquidation, merger or consolidation is
contemplated, the Company shall either arrange for any corporation succeeding
to the business and assets of the Company to issue to the Participants
replacement options (which, in the case of Incentive Stock Options, satisfy,
in the determination of the Committee, the requirements of Section 424 of the
Code) on such corporation's stock which will to the extent possible preserve
the value of the outstanding options or shall make the outstanding options
fully exercisable at least 20 days before the effective date of any such
dissolution, liquidation, merger or consolidation. The existence of the Plan
shall not prevent any such change or other transaction and no Participant
thereunder shall have any right except as herein expressly set forth.

9. EMPLOYMENT RIGHTS.

Neither the adoption of the Plan nor any grant of options confers upon any
employee of the Company or a Subsidiary any right to continued employment with
the Company or a Subsidiary, as the case may be, nor does it interfere in any
way with the right of the Company or a Subsidiary to terminate the employment
of any of its employees at any time.

10. DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION.

The Committee may at any time discontinue granting options under the Plan and,
with the consent of the Participant, may at any time cancel an existing option
in whole or in part and grant another option to the Participant for such number
of shares as the Committee specifies. The Board of Directors may at any time
or times amend the Plan for the purpose of satisfying the requirements of any
changes in applicable laws or regulations or for any other purpose which may
at the time be permitted by law or may at any time terminate the Plan as to
any further grants of options, provided that no such amendment shall without
the approval of the stockholders of the Company (a) increase the maximum
number of shares available under the Plan, (b) change the group of employees
eligible to receive options under the Plan, (c) reduce the exercise price of
outstanding incentive options or reduce the price at which incentive options
may be granted, (d) extend the time within which options may be granted, (e)
alter the Plan in such a way that incentive options granted or to be granted
hereunder would not be considered incentive stock options under Section 422
of the Code, or (f) amend the provisions of this Section 10, and no such
amendment shall adversely affect the rights of any employee (without his
consent) under any option previously granted.

11. EFFECTIVE DATE.

The Plan shall become effective upon its adoption by the Board of Directors,
and options may be granted under the Plan from and after the date of such
adoption; provided, however, that if prior to May 16, 1986 the stockholders of
the Company have not approved the Plan, the Plan shall terminate to the extent
that it relates to the issuance of Incentive Stock Options and all Incentive
Stock Options theretofore granted shall terminate and cease to be of any
force or effect. No Incentive Stock Option granted hereunder shall be
exercisable unless and until the Plan has been so approved.

<PAGE>

Exhibit 10.2 1989 Employee Stock Purchase Plan

EMC CORPORATION
1989 EMPLOYEE STOCK PURCHASE PLAN

Section 1. Purpose of Plan

The EMC Corporation 1989 Employee Stock Purchase Plan (the "Plan") is
intended to provide a method by which eligible employees of EMC Corporation
and its subsidiaries (collectively, the "Company") may use voluntary, systematic
payroll deductions to purchase the Company's common stock, $.01 par value,
("stock") and thereby acquire an interest in the future of the Company. For
purposes of the Plan, a subsidiary is any corporation in which the Company owns,
directly or indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock unless the Board of Directors determines
that employees of a particular subsidiary shall not be eligible.

Section 2. Options to Purchase Stock

Under the Plan as now amended, no more than 3,900,000 shares are available
for purchase (subject to adjustment as provided in Section 16) pursuant to the
exercise of options ("options") granted under the Plan to employees of the
Company ("employees"). The stock to be delivered upon exercise of options
under the Plan may be either shares of the Company's authorized but unissued
stock, or shares of reacquired stock, as the Board of Directors of the
Company (the "Board of Directors") shall determine.

Section 3. Eligible Employees

Except as otherwise provided in Section 20, each employee who has completed
six months or more of continuous service in the employ of the Company shall be
eligible to participate in the Plan.

Section 4. Method of Participation

The periods January 1 to June 30 and July 1 to December 31 of each year shall
be option periods. Each person who will be an eligible employee on the first
day of any option period may elect to participate in the Plan by executing and
delivering, at least 15 days prior to such day, a payroll deduction
authorization in accordance with Section 5. Such employee shall thereby become
a participant ("participant") on the first day of such option period and shall
remain a participant until his or her participation is terminated as provided
in the Plan.

Section 5. Payroll Deductions

The payroll deduction authorization shall request withholding, at a rate of
not less than 2% nor more than 10% from the participant's compensation
(subject to a maximum of $2,500 per option period), by means of substantially
equal payroll deductions over the option period. For purposes of the Plan,
"compensation" shall mean all cash compensation paid to the participant by the
Company. A participant may change the withholding rate of his or her payroll
deduction authorization by written notice delivered to the Company at least 15
days prior to the first day of the option period as to which the change is to
be effective. All amounts withheld in accordance with a participant's payroll
deduction authorization shall be credited to a withholding account for such
participant.

Section 6. Grant of Options

Each person who is a participant on the first day of an option period shall
as of such day be granted an option for such period. Such option shall be for
the number of shares of stock to be determined by dividing (a) the balance in
the participant's withholding account on the last day of the option period by
(b) the purchase price per share of the stock determined under Section 7, and
eliminating any fractional share from the quotient. The Company shall reduce
on a substantially proportionate basis the number of shares of stock receivable
by each participant upon exercise of his or her option for an option period in
the event that the number of shares then available under the Plan is otherwise
insufficient.

Section 7. Purchase Price

The purchase price of stock issued pursuant to the exercise of an option
shall be 85% of the fair market value of the stock at (a) the time of grant of
the option or (b) the time at which the option is deemed exercised, whichever
is less. Fair market value shall be determined in accordance with the
applicable provisions of the Internal Revenue Code of 1986, as amended or
restated from time to time (the "Code"), or regulations issued thereunder, or,
in the absence of any such provisions or regulations, shall be deemed to be the
last sale price at which the stock is traded on the day in question or the last
prior date on which a trade occurred as reported in The Wall Street Journal; or,
if The Wall Street Journal is not published or does not list the stock, then in
such other appropriate newspaper of general circulation as the Board of
Directors may prescribe; or, if the last price at which the stock traded is not
generally reported, then the mean between the reported bid and asked prices at
the close of the market on the day in question or the last prior date when such
prices were reported.

Section 8. Exercise of Options

If an employee is a participant in the Plan on the last business day of an
option period, he or she shall be deemed to have exercised the option granted
to him or her for that period. Upon such exercise, the Company shall apply the
balance of the participant's withholding account to the purchase of the number
of whole shares of stock determined under Section 6, and as soon as practicable
thereafter shall issue and deliver certificates for said shares to the
participant and shall return to him or her the balance, if any, of his or her
withholding account in excess of the total purchase price of the shares so
issued. No fractional shares shall be issued hereunder.

Notwithstanding anything herein to the contrary, the Company shall not be
obligated to deliver any shares unless and until, in the opinion of the
Company's counsel, all requirements of applicable federal and state laws and
regulations (including any requirements as to legends) have been complied with,
nor, if the outstanding stock is at the time listed on any securities exchange,
unless and until the shares to be delivered have been listed (or authorized to
be added to the list upon official notice of issuance) upon such exchange, nor
unless or until all other legal matters in connection with the issuance and
delivery of shares have been approved by the Company's counsel.

Section 9. Interest

No interest will be payable on withholding accounts.

Section 10. Cancellation and Withdrawal

A participant who holds an option under the Plan may at any time prior to
exercise thereof under Section 8 cancel all (but not less than all) of his or
her option by written notice delivered to the Company. Upon such cancellation,
the balance in his or her withholding account shall be returned to him or her.

A participant may terminate his or her payroll deduction authorization as
of any date by written notice delivered to the Company and shall thereby cease
to be a participant as of such date. Any participant who voluntarily terminates
his or her payroll deduction authorization prior to the last business day of an
option period shall be deemed to have cancelled his or her option.

Section 11. Termination of Employment

Except as otherwise provided in Section 12, upon the termination of a
participant's employment with the Company for any reason whatsoever, he or she
shall cease to be a participant, and any option held by him or her under the
Plan shall be deemed cancelled, the balance of his or her withholding account
shall be returned to him or her, and he or she shall have no further rights
under the Plan. For purposes of this Section 11, a participant's employment
will not be considered terminated in the case of sick leave or other bona fide
leave of absence approved for purposes of this Plan by the Company or a
subsidiary or in the case of a transfer to the employment of a subsidiary
or to the employment of the Company.

Section 12. Death or Retirement of Participant

In the event a participant holds any option hereunder at the time his or
her employment with the Company is terminated (1) by his or her retirement with
the consent of the Company, and such retirement is within three months of the
time such option becomes exercisable, or (2) by his or her death, whenever
occurring, then such participant (or his or her legal representative), may, by
a writing delivered to the Company on or before the date such option is
exercisable, elect either (a) to cancel any such option and receive in cash the
balance in his or her withholding account, or (b) to have the balance in his
or her withholding account applied as of the last day of the option period to
the exercise of his or her option pursuant to Section 8. In the event such
participant (or his or her legal representative) does not file a written
election as provided above, any outstanding option shall be treated as if an
election had been filed pursuant to subparagraph 12(a) above.

Section 13. Participant's Rights Not Transferable, etc.

All participants granted options under the Plan shall have the same rights
and privileges. Each participant's rights and privileges under any option
granted under the Plan shall be exercisable during his or her lifetime only by
him or her, and shall not be sold, pledged, assigned, or otherwise transferred
in any manner whatsoever except by will or the laws of descent and distribution.
In the event any participant violates the terms of this Section, any options
held by him or her may be terminated by the Company and, upon return to the
participant of the balance of his or her withholding account, all his or her
rights under the Plan shall terminate.

Section 14. Employment Rights

Neither the adoption of the Plan nor any of the provisions of the Plan
shall confer upon any participant any right to continued employment with the
Company or a subsidiary or affect in any way the right of the Company to
terminate the employment of such participant at any time.

Section 15. Rights as a Shareholder

A participant shall have the rights of a shareholder only as to stock
actually acquired by him or her under the Plan.

Section 16. Change in Capitalization

In the event of a stock dividend, stock split or combination of shares,
recapitalization, merger in which the Company is the surviving corporation or
other change in the Company's capital stock, the number and kind of shares of
stock or securities of the Company to be subject to the Plan and to options
then outstanding or to be granted hereunder, the maximum number of shares or
securities which may be delivered under the Plan, the option price and other
relevant provisions shall be appropriately adjusted by the Board of Directors,
whose determination shall be binding on all persons. In the event of a
consolidation or merger in which the Company is not the surviving corporation
or in the event of the sale or transfer of substantially all the Company's
assets (other than by the grant of a mortgage or security interest), all
outstanding options shall thereupon terminate, provided that prior to the
effective date of any such merger, consolidation or sale of assets, the Board
of Directors shall either (a) return the balance in all withholding accounts
and cancel all outstanding options, or (b) accelerate the exercise date provided
for in Section 8, or (c) if there is a surviving or acquiring corporation,
arrange to have that corporation or an affiliate of that corporation grant to
the participants replacement options having equivalent terms and conditions as
determined by the Board of Directors.

Section 17. Administration of Plan

The Plan will be administered by the Board of Directors. The Board of
Directors will have authority, not inconsistent with the express provisions of
the Plan, to take all action necessary or appropriate hereunder, to interpret
its provisions, and to decide all questions and resolve all disputes which may
arise in connection therewith. Such determinations of the Board of Directors
shall be conclusive and shall bind all parties.

The Board may, in its discretion, delegate its powers with respect to the
Plan to an Employee Benefit Plan Committee or any other committee (the
"Committee"), in which event all references to the Board of Directors hereunder,
including without limitation the references in Section 17, shall be deemed to
refer to the Committee. A majority of the members of any such Committee shall
constitute a quorum, and all determinations of the Committee shall be made by
a majority of its members. Any determination of the Committee under the Plan
may be made without notice or meeting of the Committee by a writing signed by
a majority of the Committee members.

Section 18. Amendment and Termination of Plan

The Board of Directors may at any time or times amend the Plan or amend
any outstanding option or options for the purpose of satisfying the requirements
of any changes in applicable laws or regulations or for any other purpose which
may at the time be permitted by law, provided that (except to the extent
explicitly required or permitted herein) no such amendment will, without the
approval of the shareholders of the Company, (a) increase the maximum number
of shares available under the Plan, (b) reduce the option price of outstanding
options or reduce the price at which options may be granted, (c) change the
conditions for eligibility under the Plan, or (d) amend the provisions of this
Section 18 of the Plan, and no such amendment will adversely affect the rights
of any participant (without his or her consent) under any option theretofore
granted.

The Plan may be terminated at any time by the Board of Directors, but no
such termination shall adversely affect the rights and privileges of holders of
the outstanding options.

Section 19. Approval of Shareholders

The Plan shall be subject to the approval of the shareholders of the
Company, which approval shall be secured within twelve months after the date the
Plan is adopted by the Board of Directors. Notwithstanding any other provisions
of the Plan, no option shall be exercised prior to the date of such approval.

Section 20. Limitations on Eligibility

Notwithstanding any other provision of the Plan, (a) An employee shall
not be eligible to receive an option pursuant to the Plan if, immediately after
the grant of such option to him or her, he or she would (in accordance with the
provisions of Sections 423 and 425(d) of the Code) own or be deemed to own stock
possessing 5% or more of the total combined voting power or value of all classes
of stock of the employer corporation or of its parent or subsidiary corporation,
as defined in Section 425 of the Code.

(b) No employee shall be granted an option under this Plan that would
permit his or her rights to purchase shares of stock under this Plan of the
Company to accrue at a rate which exceeds $25,000 in fair market value of such
stock (determined at the time the option is granted) for each calendar year
during which any such option granted to such employee is outstanding at any
time, as provided in Sections 423 and 425 of the Code.

(c) No employee shall be granted an option under this Plan that would
permit him or her to withhold more than $2,500 in each option period or $5,000
per calendar year.

<PAGE>

Exhibit 10.3 1992 Stock Options Plan for Directors

EMC CORPORATION

1992 EMC CORPORATION STOCK OPTION PLAN FOR DIRECTORS,
as amended December 31, 1994

1. PURPOSE

The purpose of this 1992 Stock Option Plan for Directors (the "Plan") is to
advance the interests of EMC Corporation (the "Company") by enhancing the
ability of the Company to attract and retain directors who are in a position to
make significant contributions to the success of the Company and to reward
directors for such contributions through ownership of shares of the Company's
Common Stock (the "Stock").

2. ADMINISTRATION

The Plan shall be administered by the Executive Compensation and Stock
Option Committee (the "Committee") of the Board of Directors (the "Board") of
the Company. The Committee shall have authority, not inconsistent with the
express provisions of the Plan (a) to grant options in accordance with the Plan
to such directors as are eligible to receive options; (b) to prescribe the
form or forms of instruments evidencing options and any other instruments
required under the Plan and to change such forms from time to time; (c) to
adopt, amend and rescind rules and regulations for the administration of the
Plan; and (d) to interpret the Plan and decide any questions and settle all
controversies and disputes that may arise in connection with the Plan. Such
determinations of the Committee shall be conclusive and shall bind all parties.
Subject to Section 7, the Committee shall also have the authority, both
generally and in particular instances, to waive compliance by a director with
any obligation to be performed by him or her under an option and to waive any
condition or provision of an option.

3. EFFECTIVE DATE AND TERM OF PLAN

The Plan shall become effective on the date on which the Plan is approved by
the stockholders of the Company. No option shall be granted under the Plan
after the completion of ten years from the date on which the Plan was adopted
by the Board, but options granted may extend beyond that date.

4. SHARES SUBJECT TO THE PLAN

(a) Number of Shares. Subject to adjustment as provided in Section 4(c),
the aggregate number of shares of Stock that may be delivered upon the exercise
of options granted under the Plan shall be 1,800,000. If any option granted
under the Plan terminates without having been exercised in full, the number of
shares of Stock as to which such option was not exercised shall be available for
future grants within the limits set forth in this Section 4(a).

(b) Shares to be Delivered. Shares delivered under the Plan shall be
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in
treasury. No fractional shares of Sock shall be delivered under the Plan.

(c) Changes in Stock. In the event of a stock dividend, stock split or other
change in corporate structure or capitalization affecting the Stock, the number
and kind of shares of stock or securities of the Company to be subject to
options then outstanding or to be granted under the Plan, and the option price,
and other relevant provisions shall be appropriately adjusted by the Committee,
whose determination shall be binding on all persons.

5. ELIGIBILITY FOR OPTIONS

Directors eligible to receive options under the Plan ("Eligible Directors")
shall be those directors who (i) are not employees of the Company; and (ii) are
not holders of more than 5% of the outstanding shares of the Stock or persons
in control of such holders.

6. TERMS AND CONDITIONS OF OPTIONS

(a) Number of Options. Eligible Directors who are directors on the date of
stockholder approval of the Plan shall be awarded options to purchase up to
40,000 shares of Stock. Following stockholder approval of the plan, each newly
elected Eligible Director shall be awarded options to purchase up to 40,000
shares of Stock on the date of his or her first election.

(b) Exercise Price. The exercise price of each option shall be at a price per
share determined by the Committee at the time the option is granted, which price
shall not be less than 50% of the fair market value per share of the Stock at
the time of the grant. For this purpose "fair market value" shall mean the
last sales price of the Stock as reported on the New York Stock Exchange on the
date of the grant (based on The Wall Street Journal report of composite
transactions) or, if the Stock is no longer listed on such Exchange, it shall
have the same meaning as it does in the provisions of the Internal Revenue Code
of 1986 (the "Code") and the regulations thereunder applicable to incentive
options.

(c) Duration of Options. The latest date on which an option may be exercised
(the "Final Exercise Date") shall be the date which is ten years from the date
the option was granted.

(d) Exercise of Options.

(1) Each option shall become exercisable in increments of 20% of the shares
covered thereby on each of the first through fifth anniversaries of the grant.

(2) Any exercise of an option shall be in writing, signed by the proper person
and delivered or mailed to the Company, accompanied by (a) an option exercise
notice and any other documents required by the Committee; and (b) payment in
full for the number of shares for which the option is exercised.

(3) If any option is exercised by the executor or administrator of a deceased
director, or by the person or persons to whom the option has been transferred by
the director's will or the applicable laws of descent and distribution, the
Company shall be under no obligation to deliver Stock pursuant to such exercise
until the Company is satisfied as to the authority of the person or persons
exercising the option.

(4) The Company shall have the right to settle any option, and to terminate
the rights of the holder thereof, by paying to the option holder the difference
between the fair market value of the Stock at the time of settlement and the
purchase price.

(e) Payment for and Delivery of Stock. Stock purchased under the Plan shall
be paid for as follows: (i) in cash or by certified check, bank draft or money
order payable to the order of the Company; (ii) through the delivery of shares
of Stock having a fair market value on the last business day preceding the date
of exercise equal to the purchase price; or (iii) by a combination of cash and
Stock as provided in clauses (i) and (ii) above.

An option holder shall not have the rights of a stockholder with regard to
awards under the Plan except as to Stock actually received by him or her under
the Plan.

The Company shall not be obligated to deliver any shares of Stock (a) until,
in the opinion of the Company's counsel, all applicable Federal and state laws
and regulations have been complied with; and (b) if the outstanding Stock is at
the time listed on any stock exchange, until the shares to be delivered have
been listed or authorized to be listed on such exchange upon official notice
of issuance; and (c) until all other legal matters in connection with the
issuance and delivery of such shares have been approved by the Company's
counsel. If the sale of Stock has not been registered under the Securities
Act of 1933, as amended, the Company may require, as a condition to exercise
of the option, such representations or agreements as counsel for the Company
may consider appropriate to avoid violation of such Act and may require that
the certificates evidencing such Stock bear an appropriate legend restricting
transfer.

(f) Nontransferability of Options. No option may be transferred other than
by will or by the laws of descent and distribution, and during a director's
lifetime an option may be exercised only by him or her.

(g) Death. If a director dies at the time he or she is entitled to exercise
an option, then the portion formerly exercisable by the director may be
exercised by the director's executor or administrator, or by the person to whom
the option is transferred under the applicable laws of descent and distribution,
within three years of the death of the director, subject to earlier termination
of an option pursuant to Section 6(c).

(h) Other Termination of Status of Director. All previously unexercised
options terminate and are forfeited automatically upon the termination of the
director's service with the Company, unless the Committee or the Board of
Directors specifies otherwise.

(i) Mergers, etc. In the event of a dissolution, liquidation, consolidation
or merger in which the Company is not the surviving corporation, all outstanding
options will thereupon terminate, provided at least twenty days prior to the
effective date of any such dissolution, liquidation, consolidation or merger,
the Company will either (i) make all outstanding options immediately exercisable
or (ii) arrange to have the surviving corporation grant replacement options for
the option holders.

7. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

Neither adoption of the Plan nor the grant of options to a director shall
affect the Company's right to grant to such director or any director options
that are not subject to the Plan, to issue to such directors Stock as a bonus or
otherwise, or to adopt other plans or arrangements under which Stock may be
issued to directors.

The Committee may at any time discontinue granting options under the Plan.
The Committee may at any time, or times, amend the Plan for the purpose of
satisfying any changes in applicable laws or regulations or for any other
purpose which may at the time be permitted by law, or may at any time terminate
the Plan as to any further grants of options, provided that (except to the
extent expressly required or permitted herein above) no such amendment shall,
without the approval of the stockholders of the Company, (a) increase the
maximum number of shares available under the Plan; (b) increase the number of
options to be granted to Eligible Directors; (c) amend the definition of
Eligible Directors so as to enlarge the group of directors eligible to receive
options under the Plan; (d) reduce the price at which options may be granted
other than as permitted in the Plan; or (e) amend the provisions of this
Section 7.

<PAGE>

Exhibit 10.4 1993 Stock Option Plan

EMC CORPORATION

1993 STOCK OPTION PLAN, as amended December 31, 1994

1. PURPOSE.

The purpose of the EMC Corporation 1993 Stock Option Plan is to enable EMC
Corporation to provide a special incentive to a limited number of key employees
of the Company and its Subsidiaries, if any, who are in a position to have a
significant effect upon the Company's business and earnings. In order to
accomplish this purpose, the Plan authorizes the grant to such key employees
of options to purchase Common Stock of the Company. Increased ownership of
Common Stock will provide such key employees with an additional incentive to
take into account the long-term interests of the Company.

2. DEFINITIONS.

As used herein, the following words or terms have the meanings set forth
below. The masculine gender is used throughout the Plan but is intended to
apply to members of both sexes.

2.1 "Board of Directors" means the Board of Directors of the Company.

2.2 "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor statute.

2.4 "Common Stock" means the Common Stock of the Company.

2.5 "Company" means EMC Corporation, a corporation established under
the laws of The Commonwealth of Massachusetts.

2.7 "Incentive Stock Option" means a stock option that satisfies the
requirements of Section 422 of the Code.

2.8 "Participant" means an individual holding a stock option or stock options
granted to him under the Plan.

2.9 "Plan" means the EMC Corporation 1993 Stock Option Plan set forth
herein.

3. ADMINISTRATION.

3.1 The Plan shall be administered by the Committee. A majority of the
members of the Committee shall constitute a quorum, and all determinations of
the Committee shall be made by a majority of its members. Any determination of
the Committee under the Plan may be made without notice or meeting of the
Committee by a writing signed by a majority of the Committee members. Following
registration of the Common Stock under the Securities Exchange of 1934, all
members of the Committee shall be disinterested persons within the meaning of
Rule 16b-3 under that Act.

3.2 Subject to the provisions set forth herein, the Committee shall have full
authority to determine the provisions of options to be granted under the Plan,
to interpret the terms of the Plan and of options granted under the Plan, to
adopt, amend and rescind rules and guidelines for the administration of the Plan
and for its own acts and proceedings and to decide all questions and settle all
controversies and disputes which may arise in connection with the Plan.

3.3 The decision of the Committee on any matter as to which the Committee
is given authority under subsection 3.2 shall be final and binding on all
persons concerned.

4. SHARES SUBJECT TO THE PLAN.

4.1 The maximum number of shares of Common Stock that may be delivered upon
the exercise of options granted under the Plan shall be 6,000,000, subject
to adjustment in accordance with the provisions of Section 8.

4.3 Shares of Common Stock delivered upon the exercise of options shall
consist of shares of authorized and unissued Common Stock, except that the Board
of Directors may from time to time in its discretion determine in any case the
shares to be so delivered shall consist of shares of authorized and issued
Common Stock reaquired by the Company and held in its Treasury. No fractional
shares of Common Stock shall be delivered upon the exercise of an option.

5. ELIGIBILITY FOR OPTIONS.

6. GRANT OF OPTIONS.

6.2 The Committee shall, in its absolute discretion, determine the number of
shares of Common Stock to be subject to each option granted under the Plan.

6.3 No Incentive Stock Option may be granted under the Plan after May 12,
2003, but options theretofore granted may extend beyond that date.

7. PROVISIONS OF OPTIONS.

7.1 Incentive Stock Options or Other Options. Options granted under the Plan
may be either Incentive Stock Options or options which do not qualify as
Incentive Stock Options, as the Committee shall determine at the time of each
grant of options hereunder.

7.3.2 Value of Shares of Common Stock Subject to Incentive Stock Options.
Each eligible employee may be granted Incentive Stock Options only to the
extent that, in the aggregate under this Plan and all incentive stock option
plans of the Company and any related corporation, such Incentive Stock Options
do not become exercisable for the first time by such employee during any
calendar year in a manner which would entitle the employee to purchase more
than $100,000 in fair market value (determined at the time the Incentive Stock
Options were granted) of Common Stock in that year. Any options granted to
an employee in excess of such amount will be granted as Non-Qualified
Options.

7.3.4 Exercise of Options.

7.3.4.6 In the case of an option that is exercised by an individual
that is subject to taxation in a foreign jurisdiction, the Committee shall
have the right to require the individual exercising the option to remit to
the Company an amount sufficient to satisfy any federal or withholding
requirement of that foreign jurisdiction (or make other arrangements
satisfactory to the Company with regard to such taxes prior to the
delivery of any Common Stock pursuant to the exercise of the option).

7.3.5 Payment for and Delivery of Stock. The shares of stock purchased on
any exercise of an option granted hereunder shall be paid for in full in cash
or, if permitted by the terms of the option, in shares of unrestricted Common
Stock at the time of such exercise or, if so permitted, a combination
of such cash and Common Stock. A Participant shall not have the rights of a
stockholder with respect to awards under the Plan except as to stock actually
issued to him.

7.3.8 Death. If a Participant dies at a time when he is entitled to
exercise an Incentive Stock Option, then at any time or times within three
years after his death such Incentive Stock Option may be exercised, as to all
or any of the shares which the Participant was entitled to purchase thereunder
immediately prior to his death, by his executor or administrator or the person
or persons to whom the Incentive Stock Option is transferred by will or the
applicable laws of descent and distribution, and except as so exercised such
Incentive Stock Option shall expire at the end of such three-year period. In
no event, however, may any Incentive Stock Option granted under the Plan be
exercised after the expiration of ten years (five years in the case of an
Incentive Stock Option granted to a Ten Percent Stockholder) from the date the
Incentive Stock Option was granted.

7.3.9 Termination of Employment. If the employment of a Participant
terminates for any reason other than his death, all options held by the
Participant shall thereupon expire on the date of termination unless the option
by its terms, or the Committee by resolution, shall allow the Participant to
exercise any or all of the options held by him after termination. In the case
of an Incentive Stock Option, the Incentive Stock Option shall in any event
expire at the end of three months after such termination of employment, or after
the expiration of ten years (five years in the case of an Incentive Stock
Option granted to a Ten Percent Stockholder) from the date the Incentive Stock
Option was granted, whichever occurs first. If the Committee so decides, an
option may provide that a leave of absence granted by the Company or Subsidiary
is not a termination of employment for the purpose of this subsection 7.3.9, and
in the absence of such a provision the Committee may in any particular case
determine that such a leave of absence is not a termination of employment for
such purpose. The Committee shall also determine all other matters relating to
continuous employment.

7.4 Authority of the Committee. The Committee shall have the authority, either
generally or in particular instances, to waive compliance by a Participant with
any obligation to be performed by him under an option and to waive any condition
or provision of an option, except that the Committee may not (i) increase the
total number of shares covered by any Incentive Stock Option (except in
accordance with Section 8), (ii) reduce the option price per share of any
Incentive Stock Option (except in accordance with Section 8) or (iii) extend
the term of any Incentive Stock Option to more than ten years, subject,
however, to the provisions of Section 10.

8. CHANGES IN STOCK.

In the event of a stock dividend, stock split or other change in corporate
structure or capitalization affecting the Common Stock that becomes effective
after the adoption of the Plan by the Board of Directors, the Committee shall
make appropriate adjustments in (i) the number and kind of shares of stock on
which options may thereafter be granted hereunder, (ii) the number and kind of
shares of stock remaining subject to each option outstanding at the time of
such change and (iii) the option price. The Committee's determination shall
be binding on all persons concerned. Subject to any required action by the
stockholders, if the Company shall be the surviving corporation in any merger
or consolidation (other than a merger or consolidation in which the Company
survives but in which a majority of its outstanding shares are converted into
securities of another corporation or are exchanged for other consideration),
any option granted hereunder shall pertain and apply to the securities which
a holder of the number of shares of stock of the Company then subject to the
option would have been entitled to receive, but a dissolution or liquidation of
the Company or a merger or consolidation in which the Company is not the
surviving corporation or in which a majority of its outstanding shares are so
converted or exchanged shall cause every option hereunder to terminate; provided
that if any such dissolution, liquidation, merger or consolidation is
contemplated, the Company shall either arrange for any corporation succeeding
to the business and assets of the Company to issue to the Participants
replacement options (which, in the case of Incentive Stock Options, satisfy,
in the determination of the Committee, the requirements of Section 424 of the
Code) on such corporation's stock which will to the extent possible preserve
the value of the outstanding options or shall make the outstanding options
fully exercisable at least 20 days before the effective date of any such
dissolution, liquidation, merger or consolidation. The existence of the Plan
shall not prevent any such change or other transaction and no Participant
thereunder shall have any right except as herein expressly set forth.

9. EMPLOYMENT RIGHTS.

10. DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION.

The Committee may at any time discontinue granting options under the Plan and,
with the consent of the Participant, may at any time cancel an existing option
in whole or in part and grant another option to the Participant for such number
of shares as the Committee specifies. The Board of Directors may at any time or
times amend the Plan for the purpose of satisfying the requirements of any
changes in applicable laws or regulations or for any other purpose which may
at the time be permitted by law or may at any time terminate the Plan as to any
further grants of options, provided that no such amendment shall without the
approval of the stockholders of the Company (a) increase the maximum number of
shares available under the Plan, (b) change the group of employees eligible to
receive options under the Plan, (c) reduce the exercise price of outstanding
incentive options or reduce the price at which incentive options may be
granted, (d) extend the time within which options may be granted, (e) alter the
Plan in such a way that incentive options granted or to be granted hereunder
would not be considered incentive stock options under Section 422 of the Code,
or (f) amend the provisions of this Section 10, and no such amendment shall
adversely affect the rights of any employee (without his consent) under any
option previously granted.

11. EFFECTIVE DATE.

The Plan shall become effective immediately upon its approval by the
stockholders of the Company at the Annual Meeting on May 12, 1993.

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
EMC Corporation financial statements and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
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<ALLOWANCES> 6,272
<INVENTORY> 251,096
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<TOTAL-ASSETS> 1,317,500
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0
0
<OTHER-SE> 725,624
<TOTAL-LIABILITY-AND-EQUITY> 1,317,500
<SALES> 1,377,492
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<CGS> 660,034
<TOTAL-COSTS> 660,034
<OTHER-EXPENSES> 366,926
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,311
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<NET-INCOME> 250,668
<EPS-PRIMARY> $1.18
<EPS-DILUTED> $1.10

</TABLE>