SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO/A

(Amendment No. 7)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

EMC Corporation

(Name of Subject Company (Issuer/Offeror))

EMC Corporation

(Issuer/Offeror)

VMware, Inc.

(Offeror)

(Name of Filing Persons)

Options to Purchase Common Stock, Par Value $0.01 Per Share and

Restricted Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

268648102

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Paul T. Dacier, Esq. EMC Corporation 176 South Street Hopkinton, Massachusetts 01748 (508) 435-1000 Rashmi Garde, Esq. VMware, Inc. 3401 Hillview Avenue Palo Alto, CA 94304 (650) 427-5000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of Filing Person)

Copy to:

Margaret A. Brown, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Beacon Street

Boston, MA 02108

(617) 573-4800

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
$351,864,000	$10,802.22

* Calculated solely for purposes of determining the filing fee. This number assumes: 1) all eligible options and shares of restricted stock are properly tendered and not withdrawn in the offer and 2) a volume-weighted average price per share of EMC common stock on the New York Stock Exchange over the final two full trading days prior to the expiration date of the exchange offer during the period beginning at 6:30 a.m., Pacific Time (or such other time as is the official open of trading on the New York Stock Exchange), and ending at 1:00 p.m., Pacific Time (or such other time as is the official close of trading on the New York Stock Exchange), as reported by Bloomberg Financial LP, equal to $19.54 (the average of the volume-weighted average price per share of EMC stock for the two days ended July 20, 2007). The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $30.70 for each $1,000,000 of the aggregate value of this transaction.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $10,802.22	Filing Party: VMware, Inc.
Form or Registration No.: Form S-4,	Date Filed: July 9, 2007 and July 24, 2007
Registration No. 333-144424

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

This Amendment No. 7 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 9, 2007, as amended July 24, 2007, July 27, 2007, August 2, 2007, August 3, 2007, August 7, 2007 and August 9, 2007, (as so amended, this “Schedule TO”) and is filed by EMC Corporation (“EMC”), a Massachusetts corporation, and VMware, Inc. (“VMware”), a subsidiary of EMC. This Schedule TO relates to the offer by EMC and VMware to eligible employees of VMware and its subsidiaries in the United States of a one-time opportunity to exchange all of such employees’ outstanding stock options to purchase shares of EMC’s common stock, par value $0.01 per share (the “EMC Stock”), for options (“VMware Options”) to purchase VMware Class A common stock, par value $0.01 per share (the “VMware Stock”), as determined on an award-by-award basis, and to exchange all of such employees’ restricted EMC Stock for restricted VMware Stock (“VMware Restricted Stock”), as determined on an award-by-award basis, upon the terms and subject to the conditions set forth in the Prospectus – Offer to Exchange, dated July 9, 2007, as amended July 24, 2007, July 27, 2007 and August 9, 2007 (the “Prospectus – Offer to Exchange”), and the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). In connection with the Offer, VMware has filed under the Securities Act of 1933, as amended, a Registration Statement on Form S-4, as amended by Amendment No. 4 to the Registration Statement on Form S-4 (Registration No. 333-144424), to register the VMware Options and VMware Restricted Stock. The Offer expired substantially concurrently with the initial public offering of VMware Stock (the “IPO”). In connection with the IPO, VMware has filed with the Securities and Exchange Commission a Registration Statement on Form S-1 and in connection with this Offer, VMware has filed a Registration Statement on Form S-4, as amended by Amendment No. 4 to the Registration Statement on Form S-4, which includes the Prospectus – Offer to Exchange.

Item 4. Terms of the Transaction.

Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Offer, is hereby amended and supplemented by adding the following thereto:

The final exchange ratio in connection with the Offer is 0.611581 (number has been rounded). The average of the volume weighted average price per share of EMC stock on the New York Stock Exchange on August 9, 2007 and August 10, 2007 and the initial public offering price of VMware Class A common stock, which were used to calculate the final exchange ratio, were 17.73585 (number has been rounded) and $29.00, respectively.

On August 13, 2007, VMware issued a press release announcing the final exchange ratio, a copy of which is attached as Exhibit (a)(1)(F) hereto and is incorporated herein by reference.

The Offer expired, as scheduled, at 11:00 a.m., Pacific Time, on August 13, 2007. The depositary for the Offer has advised VMware and EMC that, as of the Expiration Date, a total of approximately 11,005,523 shares of EMC Stock underlying EMC Options and approximately 4,694,163 shares of EMC Restricted Stock were validly tendered and not withdrawn, representing approximately 89.45% of the outstanding shares of EMC Stock underlying EMC Options and approximately 80.72% of the outstanding shares of EMC Restricted Stock eligible to be tendered. EMC and VMware have accepted and will cancel all EMC Options and shares of EMC Restricted Stock properly tendered in the Offer.

On August 14, 2007, VMware issued a press release announcing the completion of the Offer, a copy of which is attached as Exhibit (a)(1)(G) hereto and is incorporated herein by reference.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following thereto:

(a)(1)(F) Press release issued by VMware on August 13, 2007.

(a)(1)(G) Press release issued by VMware on August 14, 2007.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

EMC CORPORATION
By:	/S/ PAUL T. DACIER
Name: Title:	Paul T. Dacier Executive Vice President and General Counsel

VMWARE, INC.
By:	/S/ RASHMI GARDE
Name: Title:	Rashmi Garde Vice President and General Counsel

Date: August 14, 2007

INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION OF EXHIBIT
(a)(1)(A)	Prospectus – Offer to Exchange dated July 9, 2007, as amended July 24, 2007, July 27, 2007 and August 9, 2007(5)
(a)(1)(B)	Letter of Transmittal**
(a)(1)(C)	Notice of Withdrawal**
(a)(1)(D)	Press Release issued by VMware on August 2, 2007***
(a)(1)(E)	Press Release issued by VMware on August 7, 2007****
(a)(1)(F)	Press release issued by VMware on August 13, 2007
(a)(1)(G)	Press release issued by VMware on August 14, 2007
(a)(4)	Prospectus – Offer to Exchange dated July 9, 2007, as amended July 24, 2007, July 27, 2007 and August 9, 2007(5)
(a)(5)(A)	Amended and Restated Certificate of Incorporation(3)
(a)(5)(B)	Amended and Restated Bylaws(3)
(a)(5)(C)	Form of specimen common stock certificate(6)
(a)(5)(D)	Form of Master Transaction Agreement between VMware and EMC(3)
(a)(5)(E)	Form of Administrative Services Agreement between VMware and EMC(3)
(a)(5)(F)	Form of Tax Sharing Agreement between VMware and EMC(3)
(a)(5)(G)	Form of Intellectual Property Agreement between VMware and EMC(2)
(a)(5)(H)	Form of Employee Benefits Agreement between VMware and EMC(3)
(a)(5)(I)	Form of Real Estate License Agreement between VMware and EMC(3)
(a)(5)(J)	Letter Agreement between VMware and Mark Peek+(2)
(a)(5)(K)	Form of Indemnification Agreement for directors and executive officers+(2)
(a)(5)(L)	2007 Equity and Incentive Plan+(8)
(a)(5)(M)	Promissory Note between VMware and EMC Corporation(1)
(a)(5)(N)	Form of Insurance Matters Agreement between VMware and EMC(3)
(a)(5)(O)	Form of Option Agreement+(2)
(a)(5)(P)	Form of Restricted Stock Unit Agreement+(2)
(a)(5)(Q)	2007 Employee Stock Purchase Plan+(8)
(a)(5)(R)	Letter Agreement between VMware and Thomas J. Jurewicz+(2)
(a)(5)(S)	Distribution Agreement between VMware and Ingram Micro*(7)
(a)(5)(T)	Form of Real Estate Purchase and Sale Agreement between VMware and EMC(3)
(a)(5)(U)	Class A Common Stock Purchase Agreement between VMware and Intel Capital(3)
(a)(5)(V)	Investor Rights Agreement between VMware and Intel Capital(3)
(a)(5)(W)	Form of Early Exercise Option Agreement+(3)
(a)(5)(X)	List of subsidiaries(1)
(a)(5)(Y)	Form of Letter of Transmittal(4)
(a)(5)(Z)	Form of Notice of Withdrawal(4)
(a)(5)(AA)	Class A Common Stock Purchase Agreement among VMware, EMC Corporation and Cisco Systems, Inc.(6)
(a)(5)(BB)	Investor Rights Agreement between VMware and Cisco Systems, Inc.(6)
(a)(5)(CC)	Employment Agreement between VMware and Diane Greene+(6)
(b)	None
(d)	See exhibits (a)(5)(A) through (a)(5)(W) and (a)(5)(AA) through (a)(5)(CC)
(g)	None
(h)	None

+ Management contract or compensatory plan or arrangement.

* Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 406 promulgated under the Securities Act, which portions are omitted and filed separately with the Securities and Exchange Commission.

** Previously filed with the Securities and Exchange Commission on the Tender Offer Statement on Schedule TO filed on July 9, 2007.

*** Previously filed with the Securities and Exchange Commission on the Tender Offer Statement on Schedule TO filed on August 2, 2007.

**** Previously filed with the Securities and Exchange Commission on the Tender Offer Statement on Schedule TO filed on August 7, 2007.

(1) Incorporated by reference to the Registration Statement on Form S-1 of VMware, Inc. (Registration Statement No. 333-142368) filed with the Securities and Exchange Commission on April 26, 2007.

(2) Incorporated by reference to the Registration Statement on Form S-1 of VMware, Inc. (Registration Statement No. 333-142368) filed with the Securities and Exchange Commission on June 11, 2007.

(3) Incorporated by reference to the Registration Statement on Form S-1 of VMware, Inc. (Registration Statement No. 333-142368) filed with the Securities and Exchange Commission on July 9, 2007.

(4) Incorporated by reference to the Registration Statement on Form S-4 of VMware, Inc. (Registration Statement No. 333-144424) filed with the Securities and Exchange Commission on July 9, 2007.

(5) Incorporated by reference to the Registration Statement on Form S-4 of VMware, Inc. (Registration Statement No. 333-144424) filed with the Securities and Exchange Commission on August 9, 2007.

(6) Incorporated by reference to the Registration Statement on Form S-1 of VMware, Inc. (Registration Statement No. 333-142368) filed with the Securities and Exchange Commission on July 27, 2007.

(7) Incorporated by reference to the Registration Statement on Form S-1 of VMware, Inc. (Registration Statement No. 333-142368) filed with the Securities and Exchange Commission on August 3, 2007.

(8) Incorporated by reference to the Registration Statement on Form S-1 of VMware, Inc. (Registration Statement No. 333-142368) filed with the Securities and Exchange Commission on August 9, 2007.

EX-99.(A)(1)(F)

EXHIBIT (a)(1)(F)

VMWARE ANNOUNCES FINAL EXCHANGE RATIO FOR EXCHANGE OFFER

PALO ALTO, Calif., August 13, 2007 —VMware, Inc. announced today that the final exchange ratio in connection with the previously announced exchange offer by VMware and EMC Corporation is 0.611581 (number has been rounded). The exchange ratio is a fraction, the numerator of which is the average of the volume weighted average price per share of EMC stock on the New York Stock Exchange for the final two full trading days prior to August 13, 2007, the expiration date of the exchange offer, and the denominator of which is the initial public offering price of VMware Class A common stock.

The offer was made to certain employees of VMware and its subsidiaries in the United States to exchange all of their outstanding stock options to purchase EMC common stock for options to purchase VMware Class A common stock, and to exchange all of their restricted EMC stock for restricted VMware Class A common stock, on an award-by-award basis.

The average of the volume weighted average price per share of EMC stock on the New York Stock Exchange on August 9, 2007 and August 10, 2007 and the initial public offering price of VMware Class A common stock, which were used to calculate the final exchange ratio, were 17.735850 and $29.00, respectively.

About VMware, Inc.

VMware is the leading provider of virtualization solutions. VMware’s customer base includes 100% of the Fortune 100 and more than 84% of the Fortune 1,000. VMware’s broad and proven suite of virtualization solutions addresses a range of complex IT problems that include infrastructure optimization, business continuity, software lifecycle management and desktop management. VMware was founded in 1998 and is based in Palo Alto, California. For more information, visit www.vmware.com.

Contacts

Greg Eden

VMware, Inc.

1-650-427-1095

EX-99.(A)(1)(G)

EXHIBIT (a)(1)(G)

VMWARE ANNOUNCES COMPLETION OF EXCHANGE OFFER

PALO ALTO, Calif., August 14, 2007 — VMware, Inc. announced today the successful completion of the exchange offer by VMware and EMC Corporation to certain employees of VMware and its subsidiaries in the United States to exchange all of their outstanding stock options to purchase EMC common stock for options to purchase VMware Class A common stock, on an award-by-award basis, and to exchange all of their restricted EMC stock for restricted VMware Class A common stock, on an award-by-award basis. The exchange offer expired, as scheduled, at 11:00 a.m., Pacific Time, on August 13, 2007.

The depositary for the exchange offer has advised VMware and EMC that, as of the expiration of the exchange offer, a total of approximately 11,005,523 shares of EMC stock underlying EMC options and approximately 4,694,163 shares of restricted EMC stock were validly tendered and not withdrawn, representing approximately 89.45% of the outstanding shares of EMC stock underlying EMC options and approximately 80.72% of the outstanding shares of restricted EMC stock eligible to be tendered. EMC and VMware have accepted and will cancel all EMC options and shares of restricted EMC stock properly tendered in the offer.

About VMware, Inc.

VMware is the leading provider of virtualization solutions. VMware’s customer base includes 100% of the Fortune 100 and more than 84% of the Fortune 1,000. VMware’s broad and proven suite of virtualization solutions addresses a range of complex IT problems that include infrastructure optimization, business continuity, software lifecycle management and desktop management. VMware was founded in 1998 and is based in Palo Alto, California. For more information, visit www.vmware.com.

Contacts

Greg Eden

VMware, Inc.

1-650-427-1095