EMC Corporation Post-Effective Amendment to S-4

176 South Street
Hopkinton, Massachusetts 01748
(508) 435-1000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of
Registrant’s Principal Executive Offices)

Paul T. Dacier, Esq.
Senior Vice President and General Counsel
EMC Corporation
176 South Street
Hopkinton, Massachusetts 01748
(508) 435-1000
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code,
of Agent For Service)


Margaret A. Brown, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Beacon Street Boston, Massachusetts 02108 Telephone: (617) 573-4800 Facsimile: (617) 573-4822		David J. Segre, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 Telephone: (650) 493-9300 Facsimile: (650) 493-6811

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective time of the merger of Elite Merger Corporation, a wholly-owned subsidiary of EMC Corporation, with and into Documentum, Inc.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý Registration No. 333-110017

Section 67 of Chapter 156B of the Massachusetts General Law authorizes a corporation to indemnify any director, officer, employee or other agent of the corporation to whatever extent specified in or authorized by (i) the articles of organization, (ii) a by-law adopted by the stockholders or (iii) a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors.

Article 6(k) of the Registrant’s restated articles of organization, as amended, provides as follows:

“No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the extent provided by applicable law notwithstanding any provision of law imposing such liability; provided, however, that to the extent, and only to the extent, required by Section 13(b) (1 1/2) or any successor provision of the Massachusetts Business Corporation Law, this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under sections 61 or 62 of the Massachusetts Business Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. This provision shall not be construed in any way so as to impose or create liability. The foregoing provisions of this Article 6(k) shall not eliminate the liability of a director for any act or omission occurring prior to the date on which this Article 6(k) becomes effective. No amendment to or repeal of this Article 6(k) shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omission of such director occurring prior to such amendment or repeal.”

In addition, Section 7 of the Registrant’s Amended and Restated By-Laws, entitled “Indemnification of Directors and Officers,” provides as follows:

“The corporation shall, to the extent legally permissible, indemnify each of its directors and officers (including persons who act at its request as directors, officers or trustees of another organization or in any capacity with respect to any employee benefit plan) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by such director or officer in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which such director or officer may be involved or with which such director or officer may be threatened, while in office or thereafter, by reason of such individual being or having been such a director or officer, except with respect to any matter as to which such director or officer shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such individual’s action was in the best interests of the corporation (any person serving another organization in one or more of the indicated capacities at the request of the corporation who shall have acted in good faith in the reasonable belief that such individual’s action was in the best interests of such other organization to be deemed as having acted in such manner with respect to the corporation) or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan; provided, however, that as to any matter disposed of by a compromise payment by such director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification: (a) by a disinterested majority of the directors then in office; or (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that such individual’s action was in the best interests of the corporation; or (c) by the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested director or officer. Expenses, including counsel fees, reasonably incurred by any director or officer in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the corporation in advance of the final disposition thereof upon receipt of an undertaking by such director or officer to repay the amounts so paid to the corporation if it is ultimately determined that indemnification for such expenses is not authorized under this Section 7. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director or officer may be entitled. As used in this Section, the terms, “director” and “officer” include their respective heirs, executors and administrators, and an “interested” director or officer is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending. Nothing contained in this Section shall affect any rights to indemnification to which corporate personnel other than directors or officers may be entitled by contract or otherwise under law.”


Exhibit
Number		Description

2.1		Agreement and Plan of Merger dated as of October 13, 2003 by and among EMC Corporation, Elite Merger Corporation and Documentum, Inc. (included as Annex A to the proxy statement/prospectus forming a part of this registration statement and incorporated herein by reference).(5)
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)
4.2		Form of First Supplemental Indenture between EMC Corporation and Wilmington Trust Company, as trustee.(4)
5.1		Opinion of Paul T. Dacier, Senior Vice President and General Counsel for EMC Corporation, regarding validity of securities being registered.(5)
8.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax aspects of the merger.
8.2		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, regarding certain tax aspects of the merger.
23.1		Consent of Paul T. Dacier (included as part of his opinion filed as Exhibit 5.1 and incorporated herein by reference).(5)
23.2		Consent of Skadden, Arps, Slate, Meagher & Flom LLP
23.3		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included as part of its opinion filed as Exhibit 8.2 and incorporated herein by reference).
23.4		Consent of Morgan Stanley & Co. Incorporated.(5)
23.5		Consent of PricewaterhouseCoopers LLP.(5)
23.6		Consent of KPMG LLP.(5)
23.7		Consent of PricewaterhouseCoopers LLP, San Jose.(5)
24.1		Power of Attorney (included on the signature page of this Form S-4 and incorporated herein by reference).(5)
99.1		Form of Proxy of Documentum, Inc.(5)

(1) that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(2) that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form;

(3) that every prospectus (i) that is filed pursuant to paragraph (2) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered

therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(4) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form S-4 under the Securities Act of 1933, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request; and

(5) to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 20 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim of indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in a successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Hopkinton, Commonwealth of Massachusetts, on the 18^th day of December, 2003.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 has been signed on behalf of the following persons in such capacities on December 18, 2003.


Signature		Title


* MICHAEL C. RUETTGERS		Executive Chairman of the Board of Directors

* JOSEPH M. TUCCI		President, Chief Executive Officer and Director (Principal Executive Officer)

* WILLIAM J. TEUBER, JR		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

* MARK A. LINK		Vice President and Chief Accounting Officer (Principal Accounting Officer)

* MICHAEL J. CRONIN		Director

* GAIL DEEGAN		Director

* JOHN R. EGAN		Director

* W. PAUL FITZGERALD		Director

* WINDLE B. PRIEM		Director

* DAVID N. STROHM		Director

* ALFRED M. ZEIEN		Director

The undersigned, by signing his name hereto, does sign and execute this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 pursuant to the Power of Attorney executed by the above named directors and officers of the registrant and previously filed with the Securities and Exchange Commission on behalf of such directors and officers.


Exhibit
Number		Description

2.1		Agreement and Plan of Merger dated as of October 13, 2003 by and among EMC Corporation, Elite Merger Corporation and Documentum, Inc. (included as Annex A to the proxy statement/prospectus forming a part of this registration statement and incorporated herein by reference).(5)
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)
4.2		Form of First Supplemental Indenture between EMC Corporation and Wilmington Trust Company, as trustee.(4)
5.1		Opinion of Paul T. Dacier, Senior Vice President and General Counsel for EMC Corporation, regarding validity of securities being registered.(5)
8.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax aspects of the merger.
8.2		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, regarding certain tax aspects of the merger.
23.1		Consent of Paul T. Dacier (included as part of his opinion filed as Exhibit 5.1 and incorporated herein by reference).(5)
23.2		Consent of Skadden, Arps, Slate, Meagher & Flom LLP.
23.3		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included as part of its opinion filed as Exhibit 8.2 and incorporated herein by reference).
23.4		Consent of Morgan Stanley & Co. Incorporated.(5)
23.5		Consent of PricewaterhouseCoopers LLP.(5)
23.6		Consent of KPMG LLP.(5)
23.7		Consent of PricewaterhouseCoopers LLP, San Jose.(5)
24.1		Power of Attorney (included on the signature page of this Form S-4 and incorporated herein by reference).(5)
99.1		Form of Proxy of Documentum, Inc.(5)

6 EX-8.1 3 b48825emexv8w1.txt EX-8.1 OPINION OF SKADDEN, ARPS, SLATE, MEAGHER... Exhibit 8.1 [Skadden, Arps, Slate, Meagher & Flom LLP letterhead] December 18, 2003 EMC Corporation 176 South Street Hopkinton, MA 01748 Ladies and Gentlemen: We have acted as tax counsel to EMC Corporation ("EMC"), a Massachusetts corporation, in connection with (i) the Initial Merger, as described in the Agreement and Plan of Merger, dated as of October 13, 2003 (the "Merger Agreement"), by and among EMC, Elite Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of EMC ("Merger Sub") and Documentum, Inc., a Delaware corporation ("Documentum"), and (ii) the preparation and filing of the registration statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, on October 28, 2003 and Amendment No. 1 thereto filed with the Commission on November 18, 2003 (such Registration Statement, as so amended, herein called the "Registration Statement"), which includes a proxy statement/prospectus (the "Proxy Statement/Prospectus"). We understand that EMC will merge Documentum with and into EMC pursuant to an integrated plan as soon as practicable following the Closing, but in no event later than December 31, 2003 (the "Subsequent Merger," and collectively with the Initial Merger, the "Merger"). At your request and pursuant to Section 7.1(g) of the Merger Agreement, we are rendering our opinion concerning certain United States federal income tax consequences of the Merger. Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Merger Agreement. In connection with this opinion, we have examined the Merger Agreement, the Proxy Statement/Prospectus and such other documents as we have deemed necessary or appropriate in order to enable us to render the opinion below. We have relied, with the consent of EMC and the consent of Documentum, upon statements, representations and covenants made by EMC, Documentum and Merger Sub, including representations and covenants made to us by EMC, Documentum and Merger Sub in their respective representation letters dated as of the date hereof and delivered to us for purposes of this opinion, and have assumed that such statements and representations are true without regard to any qualifications as to knowledge and belief. For purposes of this opinion, we have assumed (i) the validity and accuracy of the documents and corporate EMC Corporation December 18, 2003 Page 2 records that we have examined and the facts and representations concerning the Merger that have come to our attention during our engagement, (ii) the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, (iii) that the Merger will be consummated in accordance with the terms of the Merger Agreement and as described in the Proxy Statement/Prospectus and that none of the terms and conditions contained therein will have been waived or modified in any respect prior to the Effective Time, and (iv) that the Initial Merger will qualify as a statutory merger under the applicable laws of the State of Delaware and the Subsequent Merger will qualify as a statutory merger under the applicable laws of the State of Delaware and the applicable laws of the Commonwealth of Massachusetts. In rendering our opinion, we have considered the applicable provisions of the Code, Treasury Department regulations promulgated thereunder, pertinent judicial authorities, interpretive rulings of the Internal Revenue Service (the "IRS") and such other authorities as we have considered relevant. It should be noted that statutes, regulations, judicial decisions and administrative interpretations are subject to change at any time (possibly with retroactive effect). A change in the authorities or the truth, accuracy or completeness of any of the facts, information, documents, corporate records, covenants, statements, representations or assumptions on which our opinion is based could affect our conclusions. Further, there can be no assurances that the opinion expressed herein will be accepted by the IRS or, if challenged, by a court. Subject to the assumptions set forth above, in our opinion the Initial Merger, or in the event the Subsequent Merger occurs pursuant to an integrated plan, the Initial Merger and the Subsequent Merger taken together will qualify as a reorganization within the meaning of Section 368(a) of the Code. The opinion set forth above does not address all of the United States federal income tax consequences of the Merger. Except as expressly set forth above, we express no other opinion, including, without limitation, any opinion as to the United States federal, state, local, foreign or other tax consequences. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any changes (including changes that have retroactive effect) (i) in applicable law or (ii) in any fact, information, document, corporate record, covenant, statement, representation or assumption stated herein that becomes untrue, incorrect or incomplete. This opinion has been prepared for you in connection with the Merger, as described in the Merger Agreement and the Proxy Statement/Prospectus. It may not be relied upon by anyone else without our prior written consent. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP EX-8.2 4 b48825emexv8w2.txt EX-8.2 OPINION OF WILSON SONSINI GOODRICH & ROSATI Exhibit 8.2 [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD] December 18, 2003 Documentum, Inc. 6801 Koll Center Parkway Pleasanton, CA 94566-7047 Ladies and Gentlemen: We have acted as counsel to Documentum, Inc., a Delaware corporation ("Documentum"), in connection with (i) the preparation and execution of the Agreement and Plan of Merger (the "Agreement") dated as of October 13, 2003, by and among Documentum, EMC Corporation, a Massachusetts corporation ("EMC"), and Elite Merger Corporation, a Delaware corporation and a newly-formed, wholly-owned subsidiary of EMC ("Merger Sub"), pursuant to which Merger Sub shall be merged with and into the Documentum, the separate corporate existence of Merger Sub shall cease and Documentum shall continue as the surviving corporation (the "Initial Merger"); and (ii) the preparation and filing of the Registration Statement on Form S-4 (the "Registration Statement") of EMC, which includes the Prospectus relating to the Initial Merger (the "Prospectus"). We understand that EMC intends to merge Documentum with and into EMC pursuant to an integrated plan as soon as practicable following the Closing of the Initial Merger (the "Subsequent Merger"). For purposes of this opinion, the "Merger" shall mean the Initial Merger or, in the event the Subsequent Merger occurs as part of the same integrated plan, the Initial Merger and the Subsequent Merger taken together. Unless otherwise indicated, any capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Agreement or the Registration Statement. You have requested our opinion regarding the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. In delivering this opinion, we have reviewed and are relying upon the truth and accuracy at all relevant times (without any independent investigation or examination thereof) of the Agreement, tax representation letters delivered to us by EMC, Merger Sub and Documentum (the "Tax Representations"), and such other documents, records and instruments as we have deemed necessary or appropriate as a basis for our opinion. In connection with rendering this opinion, we have also assumed (without any independent investigation or examination thereof) that: 1. Original documents (including signatures) are authentic, documents submitted to us as copies conform to the original documents, and there has been due execution and delivery of all documents where due execution and delivery are prerequisites to effectiveness thereof; 2. Any statement made in any of the documents referred to herein "to the knowledge of" or "to the best of the knowledge of" any person or party or similarly qualified is correct without such qualification; Documentum, Inc. December 18, 2003 Page 2 3. All facts, statements, covenants, representations and warranties contained in any of the documents referred to herein or otherwise made to us (including, without limitation, the Agreement and the Tax Representations) are true and correct in all respects and no actions have been (or will be) taken that are inconsistent with such positions; 4. The Initial Merger will be consummated in accordance with the terms of the Agreement and without any waiver, breach or amendment of any covenant, condition, or other provision thereof, and the Initial Merger will be effective under applicable state law; 5. If the Subsequent Merger is consummated, it will be consummated as currently contemplated and will be effective under applicable state law; and 6. The Merger will be reported by EMC and the Documentum on their respective federal income tax returns in a manner consistent with the opinion set forth below. Based on our examination of the foregoing items and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that, for federal income tax purposes, the Merger will be a reorganization within the meaning of Code Section 368(a). In the event any one of the facts, statements, descriptions, covenants, representations, warranties or assumptions upon which we have relied to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon. This opinion represents and is based upon our best judgment regarding current federal income tax laws including the Code, existing judicial decisions, administrative regulations and published rulings and procedures. Our opinion is not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service will not successfully assert a contrary position. No assurance can be given that future legislative, judicial or administrative changes will not adversely affect the accuracy of the conclusions stated herein. Nevertheless, we undertake no responsibility to advise you of any new developments in the application or interpretation of the federal income tax laws. This opinion addresses only the qualification of the Merger as a "reorganization" as defined in Code Section 368(a). This opinion does not address any other federal tax consequence or any state, local, or foreign tax consequences that may result from the Merger or any other transaction (including any transaction contemplated by the Agreement or undertaken in connection with or in contemplation of the Merger). We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm name in the Registration Statement under the caption "Material U.S. Federal Income Tax Considerations." In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we thereby admit that we are experts with respect to any part of such Documentum, Inc. December 18, 2003 Page 3 Registration Statement within the meaning of the term "experts" as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion has been delivered to you solely for the purpose of satisfying the closing condition set forth in Section 7.1(g) of the Agreement and is intended solely for your benefit. It may not be relied upon for any other purpose or by any other person or entity without our prior written consent. Very truly yours, /s/ Wilson Sonsini Goodrich & Rosati WILSON SONSINI GOODRICH & ROSATI Professional Corporation EX-23.2 5 b48825emexv23w2.txt EX-23.2 CONSENT OF SKADDEN, ARPS, SLATE, MEAGHER.. Exhibit 23.2 [Skadden, Arps, Slate, Meagher & Flom LLP letterhead] December 18, 2003 EMC Corporation 176 South Street Hopkinton, MA 01748 Ladies and Gentlemen: Reference is made to our opinion, dated December 18, 2003, addressed to EMC Corporation ("EMC") regarding certain tax matters, delivered in connection with the merger by and among EMC, Elite Merger Corporation, a direct wholly-owned subsidiary of EMC, and Documentum, Inc. We hereby consent to the filing of such opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement of EMC, file number 333-110017. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP -----END PRIVACY-ENHANCED MESSAGE-----


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
	Item 20. Limitation of Liability and Indemnification of Directors
	Item 21. Exhibits and Financial Statement Schedules
	Item 22. Undertakings
SIGNATURES
EXHIBIT INDEX
Ex-8.1 Opinion of Skadden, Arps, Slate, Meagher...
Ex-8.2 Opinion of Wilson Sonsini Goodrich & Rosati
Ex-23.2 Consent of Skadden, Arps, Slate, Meagher..


		EMC CORPORATION

		By:		/S/ PAUL T. DACIER

				Paul T. Dacier
				Senior Vice President and General Counsel


*By:	/S/ PAUL T. DACIER	Attorney-in-fact

	Paul T. Dacier
	Senior Vice President and General Counsel

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents


Massachusetts (State or Other Jurisdiction of Incorporation or Organization)		3572 (Primary Standard Industrial Classification Code Number)		04-2680009 (I.R.S. Employer Identification Number)

(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)		Incorporated by reference to EMC Corporations’s Registration Statement on Form S-3 filed with the Securities and Exchnage Commission on December 12, 2003.

(5)		Previously filed.