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 July
31, 1998.
The following information supplements and updates the
information found on pages 23-26 of the Prospectus
under the caption "Selling Securityholders" as previously
supplemented and amended by amending such
information based upon certain information furnished
to the Company through July 31, 1998 as to the
security ownership of the Selling Securityholders to
add the following to the list of Selling
Securityholders:
Aggregate Principal Number of Shares
Amount of Notes of Common Stock
Name that may be Sold that may be Sold*
JMG Convertible Investments,
L.P. 500,000 22,070
Triton Capital Investment, LTD 500,000 22,070
_____________
* Assumes a conversion price of $22.655 per
share and a cash payment in lieu of any fractional share interest.
