SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DEWALT DAVID G

(Last)

(First)

(Middle)

EMC CORPORATION

176 SOUTH STREET

(Street)

HOPKINTON

01748

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2004

3. Issuer Name and Ticker or Trading Symbol
EMC CORP [ EMC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Pres. of Documentum Div.

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,975	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option Right to Buy⁽¹⁾	⁽²⁾	08/09/2009	Common Stock	43,500	$3.37	D
Stock Option Right to Buy⁽¹⁾	⁽²⁾	01/06/2010	Common Stock	217,500	$11.13	D
Stock Option Right to Buy⁽¹⁾	⁽²⁾	10/17/2010	Common Stock	870,000	$17.3	D
Stock Option Right to Buy⁽¹⁾	⁽²⁾	12/11/2011	Common Stock	1,957,500	$8.07	D
Stock Option Right to Buy⁽¹⁾	⁽²⁾	12/11/2004	Common Stock	9,345	$8.07	D
Stock Option Right to Buy⁽¹⁾	⁽³⁾	01/30/2013	Common Stock	435,000	$6.56	D

Explanation of Responses:

1. Formerly options to acquire shares of common stock of Documentum, Inc. ("Documentum") held by the Reporting Person. In connection with the closing of the acquisition (the "Acquisition") of Documentum by EMC Corporation ("EMC") on December 18, 2003, each outstanding option to acquire Documentum common stock was converted into an option to acquire 2.175 shares of EMC common stock.

2. These options were either fully vested and exercisable prior to the closing of the Acquisition or became fully vested and exercisable in connection with such closing.

3. 217,503 shares under this option are vested and exercisable and the remaining unvested shares shall vest and become exercisable ratably in equal monthly installments over the next 24 calendar months. The unvested shares are subject to potential performance-related acceleration of vesting.

	/s/ Barbara E. Coluci, Attorney in Fact	02/09/2004
	** 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 5 (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).
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