10-Q/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
Amendment No. 1

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For The Quarter Ended: June 30, 2002 Commission File Number 1-9853

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

Massachusetts
(State or other jurisdiction of
incorporation or organization) 04-2680009
(I.R.S. Employer
Identification Number)

35 Parkwood Drive
Hopkinton, Massachusetts 01748-9103
(Address of principal executive offices, including zip code)

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

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ý                        NO o

        The number of shares of common stock, par value $.01 per share, of the registrant outstanding as of June 30, 2002 was 2,203,566,734.

Explanatory Note

        This Amendment to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 is being filed for the purpose of amending Item 6 of Part II to include the statements required by Section 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 99.1 and 99.2. No other changes are being made by this Amendment.

Item 6.    Exhibits and Reports on Form 8-K

(a)    Exhibits

        See index to Exhibits on page 4 of this report.

(b)    Reports on Form 8-K

        We did not file any current report on Form 8-K during the quarter ended June 30, 2002.

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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 thereunto duly authorized.

	EMC CORPORATION
Date: August 13, 2002	By:	/s/  WILLIAM J. TEUBER, JR. William J. Teuber, Jr. Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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EXHIBIT INDEX

3.1	Restated Articles of Organization of EMC Corporation, as amended. (1)
3.2	Amended and Restated By-laws of EMC Corporation. (2)
4.1	Form of Stock Certificate. (3)
10.1	EMC Corporation 1985 Stock Option Plan, as amended. (4)
10.2	EMC Corporation 1992 Stock Option Plan for Directors. (4)
10.3	EMC Corporation 1993 Stock Option Plan, as amended. (4)
10.4	EMC Corporation 2001 Stock Option Plan, as amended. (4)
10.5	EMC Corporation Executive Deferred Compensation Plan, as amended. (4)
99.1	Certification of Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
99.2	Certification of Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

(1)

Incorporated by reference to EMC Corporation's Quarterly Report on Form 10-Q filed August 9, 2001 (No. 1-9853).

(2)

Incorporated by reference to EMC Corporation's Annual Report on Form 10-K filed March 17, 2000 (No. 1-9853).

(3)

Incorporated by reference to EMC Corporation's Annual Report on Form 10-K filed March 31, 1988 (No. 0-14367).

(4)

Filed with EMC Corporation's Quarterly Report on Form 10-Q filed July 30, 2002.

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SIGNATURES
EXHIBIT INDEX

EX-99.1

Exhibit 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        I, Joseph M. Tucci, President and Chief Executive Officer of EMC Corporation (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, as filed with the Securities and Exchange Commission on July 30, 2002 (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  JOSEPH M. TUCCI Joseph M. Tucci
President and Chief Executive Officer
August 13, 2002

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-99.2

Exhibit 99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        I, William J. Teuber, Jr., Executive Vice President and Chief Financial Officer of EMC Corporation (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, as filed with the Securities and Exchange Commission on July 30, 2002 (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  WILLIAM J. TEUBER, JR. William J. Teuber, Jr.
Executive Vice President and
Chief Financial Officer
August 13, 2002

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.