S-8

As filed with the Securities and Exchange Commission on November 6, 2009

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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)

FastScale Technology, Inc. 2006 Stock Incentive Plan

Kazeon Systems, Inc. 2003 Stock Plan (as amended)

Kazeon Systems, Inc. 2008 Equity Incentive Plan (as amended)

(Full title of the plan(s))

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)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title 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, $0.01 par value per share	1,100	$16.36	$17,996.00	$1.00

(1) This Registration Statement covers 1,100 shares of Common Stock that may be issued pursuant to awards assumed by the Registrant granted under the FastScale Technology, Inc. 2006 Stock Incentive Plan, the Kazeon Systems, Inc. 2003 Stock Plan (as amended) and the Kazeon Systems, Inc. 2008 Equity Incentive Plan (as amended). Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock in respect of the securities identified above that become issuable by reason of any stock dividend, stock split, capitalization 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 November 3, 2009.

EXPLANATORY NOTE

The Registrant filed a Registration Statement on Form S-8, with the Securities and Exchange Commission on September 23, 2009 (File No. 333-162075) (the “Original Registration Statement”), which registered a total of 333,500 shares of the Registrant’s common stock, par value $.01 per share (the “Common Stock”) which may be issued pursuant to awards assumed by the Registrant granted under the FastScale Technology, Inc. 2006 Stock Incentive Plan, the Kazeon Systems, Inc. 2003 Stock Plan (as amended) and the Kazeon Systems, Inc. 2008 Equity Incentive Plan (as amended) (collectively, the “Plans”). The purpose of this Registration Statement is to register an additional 1,100 shares of Common Stock which may be issued pursuant to the Plans. The contents of the 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, owns shares of Common Stock and is eligible to participate in the Registrant’s equity plans.

Item 8. Exhibits.

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

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 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 November 6, 2009.

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 November 6, 2009.

Signatures	Title
/S/    *JOSEPH M. TUCCI	Chairman, President and Chief Executive Officer (Principal Executive Officer)
Joseph M. Tucci
/S/    *DAVID I. GOULDEN	Executive Vice President and Chief Financial Officer
David I. 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/    *RANDOLPH L. COWEN	Director
Randolph L. Cowen
/S/    *MICHAEL J. CRONIN	Director
Michael J. Cronin
/S/    *GAIL DEEGAN	Director
Gail Deegan
/S/    *JOHN R. EGAN	Director
John R. Egan

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

/S/    *W. PAUL FITZGERALD	Director
W. Paul Fitzgerald
/S/    *EDMUND F. KELLY	Director
Edmund F. Kelly
/S/    *WINDLE B. PRIEM	Director
Windle B. Priem
/S/    *PAUL SAGAN	Director
Paul Sagan
/S/    *DAVID STROHM	Director
David Strohm

*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

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 Letterhead]

November 6, 2009

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 1,100 shares (collectively, the “Shares”) of common stock, par value $.01 per share, of the Company (“Common Stock”), of which 240 shares of Common Stock may be issued pursuant to the FastScale Technology, Inc. 2006 Stock Incentive Plan, and 860 shares of Common Stock may be issued pursuant to the Kazeon Systems, Inc. 2003 Stock Plan (as amended) or the Kazeon Systems, Inc. 2008 Equity Incentive Plan (as amended) (collectively, the “Plans”).

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 by the Company pursuant to and in accordance with the Plans 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 February 27, 2009 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in EMC Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

November 6, 2009