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):  August 13, 2002

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.)
35 Parkwood Drive, Hopkinton, MA		01748
(Address of principal executive offices)		(zip code)
Registrant’s telephone number, including area code:  (508) 435-1000
N/A
(Former Name or Former Address, if changed since last report)

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

                (c) Exhibits

                        99.1                 Statement under Oath of Principal Executive Officer Regarding Facts and Circumstances relating to Exchange Act filings, dated August 13, 2002.

                        99.2                 Statement under Oath of Principal Financial Officer Regarding Facts and Circumstances relating to Exchange Act filings, dated August 13, 2002.

Item 9.  Regulation FD Disclosure

                On August 13, 2002, Joseph M. Tucci and William J. Teuber, Jr., the principal executive officer and principal financial officer of EMC Corporation (the “Company”), respectively, each filed with the Securities and Exchange Commission a written statement under oath regarding facts and circumstances relating to filings of the Company under the Securities Exchange Act of 1934 (the “Exchange Act”) pursuant to Securities and Exchange Commission Order No. 4-460 requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Exchange Act.  The Company is filing copies of such statements as Exhibits 99.1 and 99.2 hereto, which are incorporated by reference herein.

2

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/ Mark A. Link
	Mark A. Link
	Vice President and
	Chief Accounting Officer

Date:       August 13, 2002

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Statement under Oath of Principal Executive Officer Regarding Facts and Circumstances relating to Exchange Act filings, dated August 13, 2002.
99.2	Statement under Oath of Principal Financial Officer Regarding Facts and Circumstances relating to Exchange Act filings, dated August 13, 2002.

4

EX-99.1

Exhibit 99.1

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Joseph M. Tucci, state and attest that:

                1.             To the best of my knowledge, based upon a review of the covered reports of EMC Corporation and, except as corrected or supplemented in a subsequent report:

•no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

•no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

2.             I have reviewed the contents of this statement with the Company’s Audit Committee.

3.             In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

•Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of EMC Corporation;

•all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of EMC Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

•any amendments to any of the foregoing.

/s/ Joseph M. Tucci		Subscribed and sworn to before me
Joseph M. Tucci		this 13th day of August, 2002
President and
Chief Executive Officer
		/s/ Heather I. Sullivan
Date:	8-13-02	Notary Public
		My Commission Expires:
		April 10, 2003

EX-99.2

Exhibit 99.2

STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, William J. Teuber, Jr., state and attest that:

                1.             To the best of my knowledge, based upon a review of the covered reports of EMC Corporation and, except as corrected or supplemented in a subsequent report:

•no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

•no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

2.             I have reviewed the contents of this statement with the Company’s Audit Committee.

3.             In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

•Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of EMC Corporation;

•all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of EMC Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

•any amendments to any of the foregoing.

/s/ William J. Teuber, Jr.		Subscribed and sworn to before me
William J. Teuber, Jr.		this 13th day of August, 2002
Executive Vice President and
Chief Financial Officer
		/s/ Heather I. Sullivan
Date:	8-13-02	Notary Public
		My Commission Expires:
		April 10, 2003