SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EMC CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 1-9853 No. 04-2680009
(State or other jurisdiction(Commission (I.R.S. Employer
of incorporation) File Number)Identification No.)
171 South Street, Hopkinton, MA 01748
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1), please check the following box. [ ]
If this Form relates to the registration of class of debt
securities and is to become effective simultaneously with
the effectiveness of a concurrent registration statement
under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [x]
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on
to be registered which
each class is to be
registered
3 1/4% Convertible New York Stock Exchange
Subordinated Notes Due 2002
Securities to be registered pursuant to Section 12(g) of the
Act:
None
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
The descriptions of the 3 1/4% Convertible Subordinated Notes
Due 2002 of the Registrant appearing on the cover page of,
and under the caption "Description of Notes" in, the
Registrant's Registration Statement on Form S-3
(Registration No. 333-24910) (the "Registration Statement"),
filed with the Securities and Exchange Commission on April
10, 1997 and the Prospectus relating to the Registration
Statement to be subsequently filed by the Registrant
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, are incorporated herein by reference.
Item 2. Exhibits.
1. Indenture dated as of March 11, 1997 by and between the
Registrant and State Street Bank and Trust Company
(Exhibit 4.1 to the Registration Statement), is
incorporated herein by reference.
2. Form of Registrant's 3 1/4% Convertible Subordinated
Notes Due 2002 (included on pages 1 through 13 of
Exhibit 4.1 to the Registration Statement), is
incorporated herein by reference.
3. Registration Rights Agreement dated as of March 11,
1997 by and between the Registrant and Smith Barney
Inc., Alex. Brown & Sons Incorporated and Morgan
Stanley & Co. Incorporated (Exhibit 4.2 to the
Registration Statement), is incorporated herein by
reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
EMC CORPORATION
Date: April 17, 1997 By: /s/ Colin G. Patteson
Colin G. Patteson
Senior Vice President,
Chief Administrative
Officer and Treasurer
