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:  March 13, 1997


                     EMC CORPORATION
 (Exact name of registrant as specified in its charter)
                            
                            
Massachusetts                 1-9853         No. 04-
2680009
(State or other jurisdiction  (Commission (I.R.S.Employer
of incorporation)        File Number)  Identification
No.)
171 South Street, Hopkinton, MA               01748
(Address of principal executive offices)     (zip code)



Registrant's telephone number, including area code:(508)
4351000




Item 5.  Other Events

 On March 11, 1997, the registrant announced that it had
completed the sale of $450 million principal amount of
its 31/4% Convertible Subordinated Notes due 2002 through
a private offering to qualified institutional buyers, to
certain institutional accredited investors and outside
the United States to non-U.S. investors.  In addition, on
March 12, 1997, the initial purchasers exercised an
option to purchase an additional $67,500,000 of the notes
to cover over-allotments, which sale was completed on
March 13, 1997. The notes have a term of five years and
are convertible into shares of the registrant's common
stock at a conversion price of $45.31 per share.

   The registrant intends to use the net proceeds of the
offering for funding potential acquisitions, new product
development, the expansion of channels of distribution
and other general corporate purposes.



                       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



Date:     March 13, 1997      By:  /s/ Colin G. Patteson
                                   Colin G. Patteson
                                   Senior Vice
                                   President, Chief
                                   Administrative
                                   Officer and

Treasurer