UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
EMC CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title Class of Securities)
268648-10-2
(Cusip Number)
Check the following box if a fee is being paid with this statement
(no check). (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Cusip No. 268648-10-2
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Richard J. Egan
2. Check the Appropriate Box if a Member of a Group* (a) (no check)
(b) (check)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
___________________________________________________________________
Questions 5-7:
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power
7,918,800
6. Shared Voting Power
0
7. Sole Dispositive Power
7,918,800
8. Shared Dispositive Power
0
___________________________________________________________________
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,918,800
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
(no check)
11. Percent of Class Represented by Amount in Row 9
3.32%
12. Type of Reporting Person*
IN
AMENDMENT NO. 11 TO
SCHEDULE 13G FOR RICHARD J. EGAN
Item 1. (a) Name of Issuer:
EMC Corporation
Item 1. (b) Address of Issuer's Principal Executive Offices:
171 South Street, Hopkinton, Massachusetts 01748
Item 2. (a) Name of Person Filing:
Mr. Richard J. Egan
Item 2. (b) Address of Principal Business Office or, if none, residence:
171 South Street, Hopkinton, Massachusetts 01748
Item 2. (c) Citizenship
United States
Item 2. (d) Title of Class of Securities
Common Stock, $0.01 par value
Item 2. (e) Cusip Number:
268648-10-2
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person is filing is a:
Not Applicable
Item 4. Ownership
(a) Amount Beneficially Owned: 7,918,800
(b) Percent of Class: 3.32%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
7,918,800
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
7,918,800
(iv) shared power to dispose or to direct the
disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact
that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following:
(check)
Item 6. Ownership of More than Five Percent on Behalf
of Another Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on
By the Parent Holding Company:
Not Applicable
Item 8. Identification and Classification of Members of the
Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
Not applicable
___________________________________________________________________
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 14, 1997
Date
/s/ Richard J. Egan
Signature
Richard J. Egan
Richard J. Egan
