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 our 3
1/4% Convertible Subordinated Notes due 2002 and (ii) 22,842,639
shares of our Common Stock, which are initially issuable upon
conversion of the Notes plus such additional indeterminate number
of shares of our Common Stock as may become issuable upon
conversion of the Notes as a result of adjustments to the
conversion price. We are registering such Notes and shares of
Common Stock issuable upon conversion of such Notes for the
benefit of the holders thereof and such Notes and shares of our
Common Stock will be offered for the account of such holders.
The Notes were issued and sold in March 1997 in transactions
exempt from the registration requirements of the Securities Act
of 1933, as amended, to persons reasonably believed by Smith
Barney Inc., Alex. Brown & Sons Incorporated and Morgan Stanley &
Co. Incorporated 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.
Our Notes and Common Stock are listed on the New York Stock
Exchange. Our Common Stock is traded under the symbol "EMC."
_______________________
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE
ACCOMPANYING PROSPECTUS FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
_______________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________
The date of this Prospectus Supplement is March 24, 1999.
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 us through March 24, 1999 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*
NationsBanc Montgomery 500,000 22,070
Securities LLC
Merrill Lynch Pierce Fenner & 100,000 4,414
Smith Inc.
Lipper Offshore Convertibles, 1,250,000 55,175
L.P.
McMahan Securities Company, L.P. 15,000 662
Public Employees' Retirement 100,000 4,414
Association of Colorado
_____________
* Assumes a conversion price of $22.655 per share and a cash
payment in lieu of any fractional share interest.
