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 September 28, 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 September 28, 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*
Halliburton Company Employee 610,000 26,925
Benefit Plan
Fairfax County Uniformed 240,000 10,593
Retirement Systems - Convertible
Bond Portfolio
Advantus Capital Management, Inc. 835,000 36,857
The Minnesota Mutual Life 835,000 36,857
Insurance Company
Goldman Sachs & Co. 2,000,000 88,280
Morgan Stanley Dean Witter 4,600,000 203,045
Smith Barney Inc. 2,300,000 101,522
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* Assumes a conversion price of $22.655 per share and a cash
payment in lieu of any fractional share interest.
