8-K

             SECURITIES AND EXCHANGE COMMISSION

                   WASHINGTON, D.C.  20549

                          FORM 8-K

                       CURRENT REPORT


 Pursuant to Section 13 or 15 (d) of the Securities Exchange
                         Act of 1934



Date of Report (Date of earliest event reported): February 7, 2001
                                                  ----------------


                        EMC CORPORATION
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   (Exact name of registrant as specified in its charter)


Massachusetts                  1-9853                 No. 04-2680009
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(State or other jurisdiction  (Commission           (I.R.S. Employer
of incorporation)              File Number)        Identification No.)



35 Parkwood Drive, Hopkinton, MA                      01748
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(Address of principal executive offices)             (zip code)



Registrant's telephone number, including area code:(508)435-1000
                                                   ------------------


                             N/A
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(Former Name or Former Address, if changed since last report)






Item 5.  Other Events.
- ---------------------

     On February 7, 2001, EMC Corporation ("EMC") and McDATA
Corporation ("McDATA") announced that EMC had distributed as
a dividend 81,000,000 shares of McDATA Class A common stock, par
value $0.01 per share (the "Class A common stock") to EMC
stockholders of record as of January 24, 2001, on a pro rata
basis.  EMC received no consideration in connection with
the distribution.  EMC distributed approximately
 .0368069 of a share of McDATA Class A common stock for each
share of EMC common stock outstanding on the record date.


Item 7. Financial Statements Pro Forma Financial Information and Exhibits
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     (c) Exhibits

       99    EMC Corporation Press Release issued February 7, 2001.






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                         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



                            By: /s/ Paul T. Dacier
                                -------------------
                                Paul T. Dacier
                                Senior Vice President and General Counsel




Date:  February 7, 2001


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                        EXHIBIT INDEX

Exhibit No.        Description
- -----------        -----------

99                 Press Release issued February 7, 2001.

EX-99

                               Contacts:   Dana Buchbinder
                                           EMC Corporation
                                           (508) 293-6357
                                           buchbinder_dana@emc.com

                                           Lenny Parrnelli
                                           McDATA Corporation
                                           (888) 737-1990
                                           investor_relations@mcdata.com

FOR IMMEDIATE RELEASE


         EMC CORPORATION AND MCDATA CORPORATION
       ANNOUNCE COMPLETION OF THE DISTRIBUTION OF
              MCDATA CLASS A COMMON STOCK

HOPKINTON, Mass., and BROOMFIELD, Colo. - February 7,
2001 - As previously announced, EMC Corporation (NYSE: EMC) has
declared a stock dividend of all of the shares of Class A
common stock of McDATA Corporation (Nasdaq:  MCDTA) owned
by EMC.  After the close of market today, February 7,
2001, EMC stockholders of record on January 24, 2001,
were issued approximately .0368069 shares of McDATA Class
A common stock for each share of EMC common stock held.
Cash will be issued in lieu of fractional shares.  EMC
distributed a total of 81,000,000 shares of McDATA Class
A common stock, which represents approximately 74 percent
of the total outstanding common stock of McDATA.

     As previously announced, EMC received a private-letter
ruling from the U.S. Internal Revenue Service stating that
the distribution to EMC stockholders of whole shares of
McDATA Class A common stock will be tax free to EMC and its
stockholders from U.S. federal income tax. Cash received in
lieu of fractional shares is taxable.

Calculating Cost Basis
- ----------------------

     On or about January 25, 2001, EMC mailed an
information statement to EMC stockholders of record as of
5:00 p.m. Eastern Time on January 24, 2001.  The information
statement includes information on the distribution
ratio, McDATA Corporation, and how to calculate the share
cost basis of McDATA Class A common stock received as a
dividend.

EMC Corporation
- ---------------

     EMC Corporation (NYSE: EMC) is the world leader in
information storage systems, software, networks and
services, providing the information infrastructure for a connected
world.  Information about EMC's products and services can be
found at http://www.EMC.com.

McDATA Corporation
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     McDATA (Nasdaq: MCDT and MCDTA ) is the leader in open
storage networking solutions and provides highly available,
scalable and centrally managed storage area networks (SANs)
that address enterprise-wide storage problems. McDATA's
enterprise-to-edge SAN solutions improve the reliability
and availability of data to simplify SAN management and
reduce the total cost of ownership. McDATA extensively
pre-tests its solutions to provide IT organizations with
the comprehensive tools, methodologies and support essential
to robust SAN implementation. McDATA distributes its products
through its OEMs, network of resellers and Elite Solution Partners.
McDATA and the McDATA logo are registered trademarks of McDATA
Corporation.  Information about McData is available at www.mcdata.com.

EMC is a registered trademark of EMC Corporation. Other
trademarks are the property of their respective owners.