PROSPECTUS SUPPLEMENT
(To Prospectus dated June 26, 1997)
EMC CORPORATION
$517,500,000 Principal Amount of
3 1/4% Convertible Subordinated Notes due 2002
(Interest Payable March 15 and September 15)
22,842,639 Shares of Common Stock
______________________________
This document supplements the Prospectus dated June 26, 1997
relating to (i) $517,500,000 aggregate principal amount of 3 1/4%
Convertible Subordinated Notes due 2002 (the "Notes") of EMC
Corporation, a Massachusetts corporation (the "Company"), and
(ii) 22,842,639 shares of common stock, par value $.01 per share,
of the Company (the "Common Stock"), which are initially issuable
upon conversion of the Notes plus such additional indeterminate
number of shares of Common Stock as may become issuable upon
conversion of the Notes as a result of adjustments to the
conversion price (the "Shares"). The Notes and the Shares that
are being registered hereby are to be offered for the account of
the holders thereof (the "Selling Securityholders"). The Notes
were issued and sold in March 1997 in transactions exempt from
the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), to persons reasonably believed by
Smith Barney Inc., Alex. Brown & Sons Incorporated and Morgan
Stanley & Co. Incorporated (the "Initial Purchasers") to be
"qualified institutional buyers" (as defined in Rule 144A under
the Securities Act) or institutional "accredited investors" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) or outside the United States to certain persons in offshore
transactions in reliance on Regulation S under the Securities
Act. This Prospectus Supplement is incorporated by reference
into the Prospectus and should be read in conjunction with the
Prospectus. All terms used herein shall have the meaning
assigned to them in the Prospectus.
_______________________
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE
ACCOMPANYING PROSPECTUS FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
______________________
The date of this Prospectus Supplement is December 4, 1997.
The following information supplements and updates the
information found on pages 23-26 of the Prospectus under the
caption "Selling Securityholders" by amending and restating such
information to read, in its entirety, as follows:
SELLING SECURITYHOLDERS
The following table set forth certain information furnished
to the Company through December 4, 1997 as to the security
ownership of the Selling Securityholders. Except as set forth
below, none of the Selling Securityholders has had a material
relationship with the Company or any of its predecessors or
affiliates within the past three years.
Aggregate Principal Number of Shares
Amount of Notes of Common Stock
Name that may be Sold that may be Sold*
AAM/Zazove Institutional Income
Fund, L.P. $1,000,000 44,140
Aim Charter Fund 4,500,000 198,631
Aim High Yield Fund 5,000,000 220,701
Aim Income Fund 2,000,000 88,280
Aim VI Growth & Income Fund 500,000 22,070
Allstate Insurance Company 4,000,000 176,561
Alscott Investments, LLC 640,000 28,249
American Community Mutual
Insurance Company 200,000 8,828
American Pioneer Life Insurance
Company of New York 40,000 1,765
American Progressive Life & Health 40,000 1,765
American Public Entity Excess Pool 40,000 1,765
American Republic Insurance Company 150,000 6,621
Amwest Surety Insurance Company 280,000 12,359
Associated Electric & Gas Insurance 850,000 37,519
Associated Physicians Insurance
Company 20,000 882
Austin Firefighters Conv. 190,000 8,386
Bank of America Convertible
Securities 230,000 10,152
Bankers Trust TTEE for Chrysler
Corp.Emp.#1 Pension Plan 2,800,000 123,593
Baptist Hosp. of Miami 165,000 7,283
Bear Stearns Securities Corporation 5,920,000 261,311
BCS Life Insurance Company 250,000 11,035
Boston Museum of Fine Arts 65,000 2,869
BZW Securities Limited 15,265,000 673,802
C.I. American Fund 120,000 5,296
CSA Fraternal Life 50,000 2,207
California Public Employees'
Retirement System 1,500,000 66,210
Care America Life Insurance Company 40,000 1,765
Carrigaholt Capital (Bermuda) L.P. 1,000,000 44,140
Catholic Relief Insurance Company
of America 195,000 8,607
Central States Health & Life
Company of Omaha 180,000 7,945
Century National Insurance Company 530,000 23,394
CFW-C, L.P. 4,000,000 176,561
Champion International Corp. Master
Retirement Trust 715,000 31,560
Chase Manhattan Bank TTEE IBM
Corp. Retirement Plan Trust 5,000,000 220,701
Chicago Mutual Liability Company 40,000 1,765
Chrysler Insurance Company 1,950,000 86,073
Colgate-Palmolive Company
Retirement Trust 650,000 28,691
Combined Insurance Company of
America 1,000,000 44,140
Concord Life Insurance Company 90,000 3,972
Condor Insurance 65,000 2,869
Cowen & Company 2,000,000 88,280
Credit Suisse First Boston
Corporation 7,000,000 308,982
David Lipscomb University General
Endowment 25,000 1,103
Delta Air Lines Master Trust 4,990,000 220,260
Deutsche Morgan Grenfell 13,000,000 573,824
Donaldson, Lufkin & Jenrette
Securities Corporation 250,000 11,035
Employee Benefit Convertible
Securities 125,000 5,517
Engrs Joint Pension FD 260,000 11,476
Equitable Life Assurance Separate
Account Balanced 60,000 2,648
Equitable Life Assurance Separate
Account Convertibles 765,000 33,767
Farmers Home Mutual Insurance 205,000 9,048
Federated Equity Income Fund, Inc. 14,250,000 629,000
Federated Insurance Series, on
behalf of its Federated Equity
Income Fund II 75,000 3,310
Federated Rural Electric
Insurance Company 60,000 2,648
Fidelity Financial Trust:
Fidelity Convertible Securities
Fund 30,000,000 1,324,211
Fidelity Magellan Fund 45,000,000 1,986,316
Franklin and Marshall College 400,000 17,656
Froley, Revy Investment Company
Inc. Account: Arkansas PERS 825,000 36,415
Froley, Revy Investment Company
Inc. Account: ICI American
Holdings Pension 285,000 12,580
Froley, Revy Investment Company
Inc. Account: Island Insurance
Convertibles 55,000 2,427
Froley, Revy Investment Company
Inc. Account: NALCO Chemical
Retirement Trust 125,000 5,517
Froley, Revy Investment Company
Inc. Account: Oregon Equity
Fund/State of Oregon 2,000,000 88,280
Froley, Revy Investment Company
Inc. Account: PRIM Board 1,150,000 50,761
Froley, Revy Investment Company
Inc. Account: Southern Farm Bureau
Insurance Co. 150,000 6,621
Froley, Revy Investment Company
Inc. Account: Starvest Discretionary 175,000 7,724
Froley, Revy Investment Company
Inc. Account: Starvest Investment 175,000 7,724
Froley, Revy Investment Company
Inc. Account: State of Delaware
Retirement - Froley, Revy 700,000 30,898
Froley, Revy Investment Company
Inc. Account: Zeneca Holdings Pension 285,000 12,580
Frontier Insurance Company 530,000 23,394
Global Series Fund II--Prudential
Inconvertible Fund 2,000,000 88,280
Golden Rule Insurance Company 2,800,000 123,593
Goodville Mutual Casuality Company 20,000 882
Gopher State Mutual Insurance
Company 80,000 3,531
Goschen Hoppen - Home
Insurance Company 35,000 1,544
Grace Brothers, Ltd. 2,000,000 88,280
Grain Dealers Mutual Insurance 90,000 3,972
Guarantee Trust Life Insurance
Company 480,000 21,187
Guaranty Income Life Insurance
Company 200,000 8,828
Hudson River Trust Balanced Account 390,000 17,214
Hudson River Trust Growth & Income
Account 360,000 15,890
Hudson River Trust Growth Investors 305,000 13,462
Hughes Aircraft Company Master
Retirement Trust 1,660,000 73,273
John M. Olin Foundation, Inc. 2,960,000 130,655
J.P. Morgan & Co. Incorporated 21,110,000 931,803
J.P. Morgan Securities, Inc. 16,500,000 728,316
Kettering Medical Center Funded
Depreciation Account 80,000 3,531
Lebanon Mutual Insurance Company 55,000 2,427
Lehman Brothers International
Europe 2,000,000 88,280
Lincoln National Convertible
Securities Fund 2,960,000 130,655
Lincoln National Life Insurance 7,620,000 336,349
Lipper Convertibles, L.P. 5,000,000 220,701
Lipper Offshore Convertibles, L.P. 1,500,000 66,210
Lone Star Life Insurance Company 530,000 23,394
Massachusetts Mutual Life
Insurance Company 1,700,000 75,038
MassMutual Corporate Value
Partners Limited 550,000 24,277
MassMutual High Yield Partners, LLC 750,000 33,105
McMahan Securities Company L.P. 295,000 13,021
Medico Life Insurance Company 290,000 12,800
Med Marc Insurance 270,000 11,917
Memphis Light, Water & Gas
Retirement Fund 375,000 16,552
Merrill Lynch Capital Markets PLC 13,000,000 573,824
Merrill Lynch, Pierce,
Fenner & Smith Inc. 7,220,000 318,693
Midwest Securities Life 90,000 3,972
Midwestern National Life Insurance
Company of Ohio 190,000 8,386
Millers Casualty Insurance
Company of Texas 125,000 5,517
Millers Mutual Fire Insurance
Company of Texas 670,000 29,574
Mutual Protective Insurance Company 300,000 13,242
N-A Core Growth Fund 3,515,000 155,153
N-A Income & Growth Fund 1,405,000 62,017
National Chiropractic 225,000 9,931
New York Life Insurance
& Annuity Corporation 1,750,000 77,245
New York Life Insurance Company 9,250,000 408,298
Norwest Bank MN, N.A. 325,000 14,345
Occidental College 155,000 6,841
OCM Convertible Limited Partnership 250,000 11,035
OCM Convertible Trust 5,455,000 240,785
Oak Tree Partners, L.P. 5,660,000 249,834
Old Guard Fire Insurance Company 90,000 3,972
Old Guard Insurance Company 195,000 8,607
Ozark National Life Insurance
Company 460,000 20,304
Pacific Horizon Capital Income Fund 3,300,000 145,663
Pacific Innovation Trust
Capital Income Fund 55,000 2,427
Pacific Mutual Life Insurance
Company 500,000 22,070
Paloma Securities L.L.C. 9,250,000 408,298
Partner Reinsurance Company Ltd. 375,000 16,552
Phico Insurance Company 150,000 6,621
Phoenix Convertible Fund 1,000,000 44,140
Physicians Mutual Insurance Company 230,000 10,152
Pioneer Insurance Company 45,000 1,986
Pitney Bowes Retirement Fund 1,100,000 48,554
Police & Fireman's Insurance
Association 45,000 1,986
Port Authority of Alleghany County
Retirement and Disability Allowance
Plan for Employees Represented by
Local 85 of Amalgamated Transit Union 860,000 37,960
Reliable Life Insurance Company 400,000 17,656
Reliant Trading 1,495,000 65,989
RJR Nabisco, Inc. Defined
Benefit Master Trust 700,000 30,898
Robertson Stephens Co. L.L.P. 3,863,000 170,514
Robertson Stephens
Growth & Income Fund 1,350,000 59,589
Robertson Stephens Growth & Income
Portfolio of the Equi-Select
Series Trust 600,000 26,484
Royal Bank of Canada 15,500,000 684,175
San Diego City Retirement 510,000 22,511
Salomon Brothers Inc. 3,900,000 172,147
S D County Convertible 1,845,000 81,439
Secura Insurance, A Mutual Company 220,000 9,710
Service Life and Casualty
Insurance Company 20,000 882
Service Lloyd Insurance Company 20,000 882
Shepherd Investments International,
Ltd. 31,925,000 1,409,181
Smith Barney Inc.(1) 16,580,000 731,847
Societe Generale Securities
Corporation 3,700,000 163,319
South Dakota Retirement System 1,000,000 44,140
Standard Mutual Insurance Company 110,000 4,855
Stark International 14,925,000 658,795
State of Connecticut Combined
Investments Fund 4,185,000 184,727
State Employees' Retirement Fund
of the State of Delaware 1,340,000 59,148
State Street Bank c/f GE Pension
Trust Global Investment 1,800,000 79,452
Swiss Bank Corporation - London
Branch 5,000,000 220,701
Tennessee Consolidated
Retirement System 4,000,000 176,561
Texas Builders Insurance Company 40,000 1,765
The Class IC Company, Ltd. 1,000,000 44,140
The Dow Chemical Company Employees
Retirement Plan 2,300,000 101,522
The First Foundation 105,000 4,634
The Fondren Foundation 80,000 3,531
The Hotel Union and Hotel Industry
of Hawaii 130,000 5,738
The Income Fund of America, Inc. 20,000,000 882,807
The Ohio National Growth & Income
Fund 50,000 2,207
Toronto Dominion (New York) Inc. 20,000,000 882,807
Transguard Insurance Company 550,000 24,277
UBS Securities LLC 13,000,000 573,824
Unifi, Inc. Profit Sharing Plan and
Trust 165,000 7,283
United Food and Commercial Workers
Local 1262 and Employers Pension
Fund 500,000 22,070
United National Insurance Company 1,250,000 55,175
United National Life Insurance 100,000 4,414
United States Olympic Foundation 750,000 33,105
United Teacher Associates
Insurance Company 800,000 35,312
Vanguard Convertible
Securities Fund, Inc. 2,795,000 123,372
Van Kampen American
Capital Harbor Fund 2,000,000 88,280
Vista Balanced Fund 100,000 4,414
Vista Growth & Income Fund 3,600,000 158,905
Vista Select Balanced Fund 300,000 13,242
Wake Forest University 405,000 17,876
Weirton Trust 745,000 32,884
Western Home Insurance Company 90,000 3,972
Westward Life Insurance Company 35,000 1,544
Wisconsin Lawyers Mutual
Insuance Company 90,000 3,972
Wisconsin Mutual Insurance Company 60,000 2,648
World Insurance Company 250,000 11,035
Any other Selling Securityholders
or future transferee from such
Selling Securityholder(2) 2,827,000 124,784
$517,500,000 22,842,557**
_____________
(1) Smith Barney Inc. was an Initial Purchaser of the Notes.
See "Plan of Distribution."
(2) Information regarding these persons or entities may be added
from time to time by one or more supplements to this
Prospectus.
* Assumes a conversion price of $22.655 per share and a cash
payment in lieu of any fractional share interest.
** Total differs from amount to be registered due to the
rounding down of fractional shares.
