Room 4561
						   June 23, 2006

Joseph M. Tucci
Chairman, President and
  Chief Executive Officer
EMC Corporation
176 South Street
Hopkinton, MA 01748

Re:	EMC Corporation
	Form 10-K for the Fiscal Year Ended December 31, 2005
	Filed March 6, 2006
	Form 8-K Filed April 20, 2006
	File no. 1-09853

Dear Mr. Tucci:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  Where indicated, we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2005

Management`s Discussion & Analysis of Financial Condition & Result
of
Operations

Results of Operations, page 20

1. There are many instances where two or more sources of a
material
change have been identified, but the dollar amounts for each
source
that contributed to the change were not disclosed (i.e. revenues,
gross margins, selling, general and administrative expenses,
etc.).
Tell us what consideration you have given to quantifying each
source
that contributed to a material change and the underlying business
reasons for increases and decreases in revenues and expenses.  For
example and these are only examples:
* You disclose that revenues for each period were favorably
impacted
by the Legato, Documentum and Smarts acquisitions but do not
provide
investors an understanding of the extent acquisitions impacted
revenues, gross margins, and expenses;
* You disclose in the introduction that you have expanded product
offerings but do not quantify the impact of new product offerings
on
revenues;
* You disclose that through cost control efforts gross margins
improved and selling and administrative expenses decreased but do
not
describe the nature of the cost controlling efforts i.e. reduction
in
personnel, reduction in lease expense, improved efficiencies etc.;
and
* You disclose significant changes in your effective income tax
rate
each year but do not provide investors an understanding of the
expected effective income tax rate in future periods, if possible.
We refer you to SEC Releases 33-6835 and 33-8350.

A - Summary of Significant Accounting Policies

Multiple Element Arrangements, page 43

2. We note your disclosure that "Fair value is generally
determined
based on the price charged when the element is sold separately.
Fair
value of software support service may also be measured by the
renewal
rate offered to the customer."  Please explain to us what you mean
by
renewal rates, whether renewal rates are stated in the original
agreements and how you use such rates to establish VSOE.  Also, if
renewal rates vary from customer to customer, how do you
reasonably
estimate fair value?  See paragraph 10 of SOP 97-2.

Form 8-K Filed April 20, 2006

3. We believe the non-GAAP income statement columnar format
appearing
in the Form 8-K filed on April 20, 2006 may create the unwarranted
impression to investors that the non-GAAP income statements have
been
prepared under a comprehensive set of accounting rules or
principles
while also conveying undue prominence to a statement based on non-
GAAP measures.  Please remove those presentations, or explain to
us
in reasonable detail why their retention is justified in light of
these concerns.  As a substitute for this presentation format, you
may consider presenting only individual non-GAAP measures (i.e.,
line
items, subtotals, etc.) provided each one complies with Item 10 of
Reg. S-K and the Division of Corporation Finance`s Frequently
Asked
Questions Regarding Use of Non-GAAP Financial Measures, Question
8.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Kari Jin, Staff Accountant, at (202) 551-
3481,
Tom Ferraro, Senior Staff Accountant at (202) 551-3225 or me at
(202)
551-3730 if you have questions regarding these comments.


Sincerely,


      Kathleen Collins
      Accounting Branch Chief
Mr. Joseph M. Tucci
EMC Corporation
June 23, 2006
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