As filed with the Securities and Exchange Commission on September 8, 1998

                                                         File 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.)

35 Parkwood Drive, Hopkinton,
Massachusetts                                                      01748
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)
                               CONLEY CORPORATION
                             1994 STOCK OPTION PLAN
-------------------------------------------------------------------------------
                           (Full Title of the Plans)
                              Paul T. Dacier, Esq.
                           Vice President and General
                                    Counsel
                                EMC Corporation
                                171 South Street
                              Hopkinton, MA 01748
-------------------------------------------------------------------------------
                    (Name and address of agent for Service)

                                 (508) 435-1000
-------------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent For Service)


                        CALCULATION OF REGISTRATION FEE
                                               Proposed
Title of                         Proposed      Maximum
Securities        Amount         Maximum       Aggregate         Amount of
to be             to be          Offering      Offering          Registration
Registered        Registered     Price         Price             Fee

Common Stock,     200,000 (1)    $15.84(2)     $3,168,000(3)     $934.56
$.01 par
value per share
-------------------------------------------------------------------------------

(1)     This Registration Covers 200,000 shares of Common Stock that may be
        issued upon exercise of options granted under the Conley Corporation
        1994 Stock Option Plan. In addition, this Registration Statement also
        covers an indeterminate number of additional shares of Common Stock
        which may be issued under said Plan pursuant to the antidilution
        provisions of such Plan.
(2)     Calculated based on the average price at which options may be exercised.
(3)     Calculated based on the average price at which options may be exercised 
        pursuant to Rule 457(h).


<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3:  Incorporation of Documents by Reference

      The following documents are incorporated by reference in this
Registration Statement:

      (a)  The undersigned Registrant's Annual Report filed on Form 10-K for
           the fiscal year ended December 31, 1997, as amended by the
           Registrant's Annual Report filed on Form 10-K/A for the fiscal year
           ended December 31, 1997;

      (b)  All other reports previously filed by the Registrant pursuant to
           Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
           amended (the "Exchange Act") since December 31, 1997;

      (c)  The description of the Registrant's common stock contained in the
           Company's registration statement on form 8-A, dated March 4, 1988;
           and

      (d)  All documents subsequently filed by the Registrant pursuant to
           Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
           filing of a post-effective amendment which indicates that all
           securities offered have been sold or which deregisters all
           securities then remaining unsold, shall be deemed to be incorporated
           by reference in this Registration Statement and to be a part thereof
           from the date of filing of such documents.

Item 4:    Description of Securities

           Not applicable.

Item 5:    Interests of Named Experts or Counsel

           Not applicable.

Item 6:    Indemnification of Directors and Officers

      Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides that a Massachusetts corporation may indemnify its
officers and directors and certain other persons to the extent and under the
circumstances set forth therein.

      The By-laws of the Registrant provide for indemnification of officers and
directors of the Registrant and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and under
certain stated conditions.

Item 7:    Exemption from Registration Claimed

           Not applicable.

<PAGE>


Item 8:    Exhibits

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

4.1   Conley Corporation 1994 Stock Option Plan.


5     Opinion of Bingham Dana LLP as to the legality of the securities being
      registered.


23.1  Consent of Bingham Dana LLP (included in Exhibit 5).


23.2  Consent of PricewaterhouseCoopers LLP.


24    Power of Attorney.


Item 9:    Undertakings  

           The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

           (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;

           (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;

           (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

           (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.


<PAGE>

                                   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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hopkinton, Massachusetts, on the 8th day of September
1998.

                                EMC CORPORATION

                                By: /s/ WILLIAM J. TEUBER, JR.
                                    ---------------------------
                                    William J. Teuber, Jr.
                                    Vice President and Chief Financial Officer

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS THAT each person whose signature appears
below severally constitutes and appoints Colin G. Patteson, William J. Teuber,
Jr. and Paul T. Dacier, and each of them singly, with the power to act without
the other, as attorneys-in-fact, each with the power of substitution, for him
or her in any and all capacities, to sign any amendment to this Registration
Statement and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting to
said attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
or any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Signature                   Title                         Date


/s/ RICHARD J. EGAN         Chairman of the Board of       September 8, 1998
-------------------------   Directors
    Richard J. Egan         (Principal Executive Officer)


/s/ MICHAEL C. RUETTGERS    President and Chief Executive  September 8, 1998
-------------------------   Officer and Director
    Michael C. Ruettgers



/s/ COLIN G. PATTESON       Senior Vice President, Chief   September 8, 1998
-------------------------   Administrative Officer and
    Colin G. Patteson       Treasurer
                            (Principal Financial Officer)


/s/ WILLIAM J. TEUBER, JR.  Vice President and Chief       September 8, 1998
-------------------------   Financial Officer
    William J. Teuber, Jr.  (Principal Accounting Officer)



<PAGE>

/s/ MICHAEL J. CRONIN       Director                       September 8, 1998
-------------------------
    Michael J. Cronin


/s/ JOHN F. CUNNINGHAM      Director                       September 8, 1998
-------------------------
    John F. Cunningham


/s/ JOHN R. EGAN            Director                       September 8, 1998
-------------------------
    John R. Egan


/s/ MAUREEN E. EGAN         Director                       September 8, 1998
-------------------------
    Maureen E. Egan


/s/ W. PAUL FITZGERALD      Director                       September 8, 1998
-------------------------
    W. Paul Fitzgerald


/s/ JOSEPH F. OLIVERI       Director                       September 8, 1998
-------------------------
    Joseph F. Oliveri

<PAGE>


                                 EXHIBIT INDEX

4.1   Conley Corporation 1994 Stock Option Plan.


5     Opinion of Bingham Dana LLP as to the legality of the securities being
      registered.


23.1  Consent of Bingham Dana LLP (included in Exhibit 5).


23.2  Consent of PricewaterhouseCoopers LLP.


24    Power of Attorney (Contained in Part II of this Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 12682}]
{"company-data": {"conformed-name": "EMC CORP", "cik": "0000790070", "assigned-sic": "3572", "irs-number": "042680009", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63045", "film-number": "98705557"}, "business-address": {"street1": "171 SOUTH STREET", "city": "HOPKINTON", "state": "MA", "zip": "01748-9103", "phone": "5084351000"}, "mail-address": {"street1": "171 SOUTH STREET", "city": "HOPKINTON", "state": "MA", "zip": "01748-9103"}}
As filed with the Securities and Exchange Commission on September 8, 1998

                                                         File 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.)

35 Parkwood Drive, Hopkinton,
Massachusetts                                                      01748
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)
                               CONLEY CORPORATION
                             1994 STOCK OPTION PLAN
-------------------------------------------------------------------------------
                           (Full Title of the Plans)
                              Paul T. Dacier, Esq.
                           Vice President and General
                                    Counsel
                                EMC Corporation
                                171 South Street
                              Hopkinton, MA 01748
-------------------------------------------------------------------------------
                    (Name and address of agent for Service)

                                 (508) 435-1000
-------------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent For Service)

                        CALCULATION OF REGISTRATION FEE
                                               Proposed
Title of                         Proposed      Maximum
Securities        Amount         Maximum       Aggregate         Amount of
to be             to be          Offering      Offering          Registration
Registered        Registered     Price         Price             Fee

Common Stock,     200,000 (1)    $15.84(2)     $3,168,000(3)     $934.56
$.01 par
value per share
-------------------------------------------------------------------------------

(1)     This Registration Covers 200,000 shares of Common Stock that may be
        issued upon exercise of options granted under the Conley Corporation
        1994 Stock Option Plan. In addition, this Registration Statement also
        covers an indeterminate number of additional shares of Common Stock
        which may be issued under said Plan pursuant to the antidilution
        provisions of such Plan.
(2)     Calculated based on the average price at which options may be exercised.
(3)     Calculated based on the average price at which options may be exercised 
        pursuant to Rule 457(h).
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3:  Incorporation of Documents by Reference

      The following documents are incorporated by reference in this
Registration Statement:

      (a)  The undersigned Registrant's Annual Report filed on Form 10-K for
           the fiscal year ended December 31, 1997, as amended by the
           Registrant's Annual Report filed on Form 10-K/A for the fiscal year
           ended December 31, 1997;

      (b)  All other reports previously filed by the Registrant pursuant to
           Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
           amended (the "Exchange Act") since December 31, 1997;

      (c)  The description of the Registrant's common stock contained in the
           Company's registration statement on form 8-A, dated March 4, 1988;
           and

      (d)  All documents subsequently filed by the Registrant pursuant to
           Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
           filing of a post-effective amendment which indicates that all
           securities offered have been sold or which deregisters all
           securities then remaining unsold, shall be deemed to be incorporated
           by reference in this Registration Statement and to be a part thereof
           from the date of filing of such documents.

Item 4:    Description of Securities

           Not applicable.

Item 5:    Interests of Named Experts or Counsel

           Not applicable.

Item 6:    Indemnification of Directors and Officers

      Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides that a Massachusetts corporation may indemnify its
officers and directors and certain other persons to the extent and under the
circumstances set forth therein.

      The By-laws of the Registrant provide for indemnification of officers and
directors of the Registrant and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and under
certain stated conditions.

Item 7:    Exemption from Registration Claimed

           Not applicable.
Item 8:    Exhibits

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

4.1   Conley Corporation 1994 Stock Option Plan.

5     Opinion of Bingham Dana LLP as to the legality of the securities being
      registered.

23.1  Consent of Bingham Dana LLP (included in Exhibit 5).

23.2  Consent of PricewaterhouseCoopers LLP.

24    Power of Attorney.

Item 9:    Undertakings  

           The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

           (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;

           (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;

           (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

           (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hopkinton, Massachusetts, on the 8th day of September
1998.

                                EMC CORPORATION

                                By: /s/ WILLIAM J. TEUBER, JR.
                                    ---------------------------
                                    William J. Teuber, Jr.
                                    Vice President and Chief Financial Officer

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS THAT each person whose signature appears
below severally constitutes and appoints Colin G. Patteson, William J. Teuber,
Jr. and Paul T. Dacier, and each of them singly, with the power to act without
the other, as attorneys-in-fact, each with the power of substitution, for him
or her in any and all capacities, to sign any amendment to this Registration
Statement and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting to
said attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
or any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Signature                   Title                         Date

/s/ RICHARD J. EGAN         Chairman of the Board of       September 8, 1998
-------------------------   Directors
    Richard J. Egan         (Principal Executive Officer)

/s/ MICHAEL C. RUETTGERS    President and Chief Executive  September 8, 1998
-------------------------   Officer and Director
    Michael C. Ruettgers

/s/ COLIN G. PATTESON       Senior Vice President, Chief   September 8, 1998
-------------------------   Administrative Officer and
    Colin G. Patteson       Treasurer
                            (Principal Financial Officer)

/s/ WILLIAM J. TEUBER, JR.  Vice President and Chief       September 8, 1998
-------------------------   Financial Officer
    William J. Teuber, Jr.  (Principal Accounting Officer)
/s/ MICHAEL J. CRONIN       Director                       September 8, 1998
-------------------------
    Michael J. Cronin

/s/ JOHN F. CUNNINGHAM      Director                       September 8, 1998
-------------------------
    John F. Cunningham

/s/ JOHN R. EGAN            Director                       September 8, 1998
-------------------------
    John R. Egan

/s/ MAUREEN E. EGAN         Director                       September 8, 1998
-------------------------
    Maureen E. Egan

/s/ W. PAUL FITZGERALD      Director                       September 8, 1998
-------------------------
    W. Paul Fitzgerald

/s/ JOSEPH F. OLIVERI       Director                       September 8, 1998
-------------------------
    Joseph F. Oliveri
EXHIBIT INDEX

4.1   Conley Corporation 1994 Stock Option Plan.

5     Opinion of Bingham Dana LLP as to the legality of the securities being
      registered.

23.1  Consent of Bingham Dana LLP (included in Exhibit 5).

23.2  Consent of PricewaterhouseCoopers LLP.

24    Power of Attorney (Contained in Part II of this Registration Statement).