S-8 POS

As filed with the Securities and Exchange Commission on December 12, 2006

Registration No. 333-138861

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE

AMENDMENT NO. 1

to

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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 No.)

176 South Street, Hopkinton, Massachusetts 01748

(Address of Principal Executive Offices) (Zip Code)

Avamar Technologies, Inc. 2000 Equity Incentive Plan

(Full Title of the Plan)

Paul T. Dacier, Esq.

Executive Vice President and General Counsel

EMC Corporation

176 South Street

Hopkinton, Massachusetts 01748

(Name and Address of Agent for Service)

(508) 435-1000

(Telephone Number, Including Area Code for Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of Class of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee (2)
Common Stock	62,100	$	13.17	$	817,857	$	87.51

(1) This Registration Statement covers an aggregate of 62,100 shares of the Registrant’s common stock, par value $.01 per share (the “Common Stock”), that may be issued pursuant to awards granted under the equity plan identified above (the “Plan”). Also registered hereunder are such additional shares of Common Stock, presently undeterminable, as may be necessary to satisfy the antidilution provisions of the Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers such additional shares of Common Stock as may be issued in the event of a stock dividend, stock split, recapitalization or other similar transaction.

(2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on December 11, 2006.

Explanatory Note

Amendment No. 1 to the Registration Statement on Form S-8

Filed on November 21, 2006

EMC Corporation (the “Company”) is filing this amendment to Form S-8 Registration Statement, as filed with the Securities and Exchange Commission on November 21, 2006 (File No. 333-138861) (the “Original Registration Statement”), which registered a total of 846,630 shares of common stock of the Company. The purpose of filing this amendment is to register an additional 62,100 shares of common stock of the Company. The contents of Original Registration Statement are hereby incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

The legality of the shares of common stock being registered pursuant to this Registration Statement will be passed upon for the Registrant by Paul T. Dacier, Executive Vice President and General Counsel of the Registrant. Mr. Dacier holds options to purchase common stock and owns shares of common stock.

Item 8. Exhibits.

The following exhibits are filed as part of or incorporated by reference into this Registration Statement:

4.1	Avamar Technologies, Inc. 2000 Equity Incentive Plan (incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 21, 2006, File No. 333-138861).
5.1	Opinion of Paul T. Dacier, Executive Vice President and General Counsel to the Registrant, as to the legality of the securities being registered.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Paul T. Dacier, Executive Vice President and General Counsel to the Registrant (contained in the opinion filed as Exhibit 5.1 to this Registration Statement).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Hopkinton, Commonwealth of Massachusetts, on December 12, 2006.

EMC CORPORATION
By:	/s/ Paul T. Dacier
	Paul T. Dacier
	Executive Vice President and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of December 12, 2006.

Signatures	Title
/s/ *Joseph M. Tucci	Chairman, President and Chief Executive Officer
JOSEPH M. TUCCI	(Principal Executive Officer)
/s/ David Goulden	Executive Vice President and Chief Financial Officer
DAVID GOULDEN	(Principal Financial Officer)
/s/ Mark A. Link	Senior Vice President and Chief Accounting Officer
MARK A. LINK	(Principal Accounting Officer)
/s/ *Michael W. Brown	Director
MICHAEL W. BROWN
/s/ *Michael J. Cronin	Director
MICHAEL J. CRONIN
/s/ *Gail Deegan	Director
GAIL DEEGAN
/s/ *John R. Egan	Director
JOHN R. EGAN
/s/ *W. Paul Fitzgerald	Director
W. PAUL FITZGERALD
/s/ *Olli-Pekka Kallasvuo	Director
OLLI-PEKKA KALLASVUO

[SIGNATURE PAGE TO REGISTRATION STATEMENT ON FORM S-8]

/s/ *Windle B. Priem	Director
WINDLE B. PRIEM
/s/ *David N. Strohm	Director
DAVID N. STROHM
/s/ *Alfred M. Zeien	Director
ALFRED M. ZEIEN

* By:	/s/Paul T. Dacier
	Paul T. Dacier, as attorney-in-fact for each of the persons indicated
	pursuant to Power of Attorney filed with the Original Registration Statement

[SIGNATURE PAGE TO REGISTRATION STATEMENT ON FORM S-8]

EXHIBIT INDEX

4.1	Avamar Technologies, Inc. 2000 Equity Incentive Plan (incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 21, 2006, File No. 333-138861).
5.1	Opinion of Paul T. Dacier, Executive Vice President and General Counsel to the Registrant, as to the legality of the securities being registered.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Paul T. Dacier, Executive Vice President and General Counsel to the Registrant (contained in the opinion filed as Exhibit 5.1 to this Registration Statement).

EX-5.1

Exhibit 5.1

[EMC Corporation Letterhead]

December 12, 2006

EMC Corporation

176 South Street

Hopkinton, MA 01748

Ladies and Gentlemen:

I am Executive Vice President and General Counsel to EMC Corporation, a Massachusetts corporation (the “Company”), and am issuing this opinion in connection with the registration statement on Form S-8 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), an aggregate of 62,100 shares (collectively, the “Shares”) of common stock, par value $.01 per share, of the Company, which may be issued pursuant to awards granted under the Avamar Technologies, Inc. 2000 Equity Incentive Plan (the “Plan”).

In this connection, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement; (ii) the Company’s Restated Articles of Organization, as amended; (iii) such records of the corporate proceedings of the Company as I have deemed necessary or appropriate as a basis for the opinions set forth herein; and (iv) such certificates of officers of the Company and others and such other records and documents as I have deemed necessary or appropriate as a basis for the opinion set forth herein.

In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinion expressed herein which I have not independently established or verified, I have relied upon statements and representations of other officers and representatives of the Company and others.

I am admitted to the Bar of The Commonwealth of Massachusetts and do not purport to be an expert on, or express any opinion concerning, any law other than the substantive law of The Commonwealth of Massachusetts.

Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized for issuance and, when issued and sold by the Company pursuant to and in accordance with the Plan, will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion is furnished by me as Executive Vice President and General Counsel to the Company in connection with the filing of the Registration Statement and is not to be used, circulated or quoted for any other purpose or otherwise referred to or relied upon by any other person without the prior express written permission of the Company other than in connection with the offer and sale of Shares while the Registration Statement is in effect.

Very truly yours,

/s/ Paul T. Dacier

Paul T. Dacier

Executive Vice President and General Counsel

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 2, 2006, except with respect to our opinion on the consolidated financial statements insofar as it relates to the change in segment operating performance measures discussed in Note Q, as to which the date is November 13, 2006, relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, of EMC Corporation, which appears in EMC Corporation’s Form 8-K filed on November 13, 2006.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 12, 2006