SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WRIGHT DAVID B (Last) (First) (Middle) EMC CORPORATION 176 SOUTH STREET (Street) HOPKINTON MA 01748 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EMC CORP [ EMC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP & Pres. of LEGATO
	3. Date of Earliest Transaction (Month/Day/Year) 10/20/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								3,000	D
Common Stock	10/20/2003		A		40,564(1)	A	$0(1)	43,564	D
Common Stock	10/20/2003		A		100,000(2)	A	$0	143,564	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option Right to Buy	$10.84	10/20/2003		A		1,439,999		10/20/2003(3)	11/10/2010	Common Stock	1,439,999	$0(3)	1,439,999	D
Stock Option Right to Buy	$10.84	10/20/2003		A		585,000		10/20/2003(3)	01/02/2011	Common Stock	585,000	$0(3)	585,000	D
Stock Option Right to Buy	$5.29	10/20/2003		A		539,999		10/20/2003(3)	09/21/2011	Common Stock	539,999	$0(3)	539,999	D
Stock Option Right to Buy	$3.11	10/20/2003		A		224,999		10/20/2003(3)	09/19/2012	Common Stock	224,999	$0(3)	224,999	D
Stock Option Right to Buy	$12.92	10/20/2003		A		400,000		(4)	10/20/2013	Common Stock	400,000	$0	400,000	D

Explanation of Responses:

1. The Reporting Person acquired these shares of common stock of EMC Corporation ("EMC") in connection with the closing of the acquisition of LEGATO Systems, Inc. ("LEGATO") by EMC effective October 20, 2003. In connection with such closing, each issued and outstanding share of common stock of LEGATO was converted into the right to receive 0.9 of a share of EMC common stock.

2. Shares of restricted stock granted under the EMC Corporation 2003 Stock Plan, which shares are subject to certain restrictions on transfer and are subject to forfeiture upon certain events. The restrictions on transfer and forfeiture with respect to such shares lapse ratably over three years in the event EMC achieves certain performance goals. If such performance goals are not met and provided the reporting person is an employee of EMC on such date, such restrictions shall lapse on the fifth anniversary of the date of grant.

3. The Reporting Person acquired these derivative securities pursuant to grants of options to acquire common stock of LEGATO under LEGATO stock option and incentive plans. Effective October 20, 2003, EMC acquired LEGATO. In connection with the closing of this acquisition, each option to acquire LEGATO common stock was converted into an option to acquire .9 of a share of common stock of EMC. These options were either fully vested and exercisable prior to such closing or became fully vested and exercisable in connection with such closing.

4. Options shall vest and become exercisable ratably over five years, subject to the acceleration of vesting and exercisability of an additional 80,000 shares on the first anniversary of the date of grant in the event certain goals are met. If such additional 80,000 shares vest and become exercisable then the remaining 240,000 shares shall vest and become exercisable ratably over four years beginning on the second anniversary and ending on the fifth anniversary of the date of grant.

Remarks:

	Barbara E. Coluci	10/20/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.