<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                EMC CORPORATION
--------------------------------------------------------------------------------
              (Exact name of issuer as specified in its charter)


          Massachusetts                                04-2680009
---------------------------------         ------------------------------------
  (State or other jurisdiction            (IRS Employer Identification Number)
of incorporation or organization)
                                        
       35 Parkwood Drive, Hopkinton, Massachusetts 01748 (508) 435-1000
--------------------------------------------------------------------------------
(Address and telephone number, including area code, of registrant's principal
                              executive offices)


                                EMC CORPORATION


                  Millennia III, Inc. 1996 Stock Option Plan
                  ------------------------------------------
                          Common Stock Option Program
                  ------------------------------------------
                           (Full title of the Plans)


                              Paul T. Dacier, Esq.
                       Vice President and General Counsel
                                EMC Corporation
                                171 South Street
                         Hopkinton, Massachusetts 01748
                                 (508) 435-1000
--------------------------------------------------------------------------------
           (Name, address and telephone number of agent for service)

                         ----------------------------
                                   Copy to:
                              Marilyn French, Esq.
                          Hutchins, Wheeler & Dittmar
                               101 Federal Street
                          Boston, Massachusetts 02110
                         ----------------------------


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                 Proposed      Proposed 
                                                 Maximum       Maximum
    Title of                      Amount         Offering      Aggregate         Amount of
   Securities                     to be           Price        Offering        Registration
to be Registered               Registered(1)     Per Share       Price            Fee(2)
--------------------------     ------------      ---------     ---------       ------------
<S>                            <C>               <C>           <C>             <C>
MILLENNIA III, INC. 
1996 STOCK OPTION PLAN

Common Stock, par                 36,492(3)      $1.48         $54,008.16      $15.94
 value $.01 per share

COMMON STOCK OPTION PROGRAM

Common Stock, par               100,000(4)       $42.25        $4,225,000.00   $1,246.38
 value $.01 per share
</TABLE>
================================================================================

(1)  Also registered hereunder are such additional number of shares of common 
     stock, presently indeterminable, as may be necessary to satisfy the
     antidilution provisions of the Plan and Agreements (as defined below) to
     which this Registration Statement relates.

(2)  The registration fee has been calculated on the basis of the price at which
     the options may be exercised.

(3)  Represents shares that may be issued upon exercise of options granted under
     the Millennia III, Inc. 1996 Stock Option Plan (the "Plan").

(4)  Represents shares that may be issued to employees of certain subsidiaries 
     of the Company upon exercise of options granted pursuant to non-qualified
     stock option agreements in the form filed herewith (the "Agreements").
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
------   ---------------------------------------

     The Company hereby incorporates by reference the documents listed in (a)
through (c) below.  In addition, all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (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.

     (a) The Company's latest annual report filed pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934 or the latest Prospectus
         filed pursuant to Rule 424(b) under the Securities Act of 1933, which
         contains either directly or by incorporation by reference audited
         financial statements for the Company's latest fiscal year for which
         such statements have been filed.

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934 since the end of the fiscal year
         covered by the annual report or the Prospectus referred to in (a)
         above.

     (c) The description of the Company's Common Stock which is contained on
         Form 8-A filed by the Company under Section 12 of the Securities
         Exchange Act of 1934, as amended, on March 4, 1988.

Item 4.  Description of Securities
------   -------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel
------   --------------------------------------

     The consolidated financial statements of the Company as of December 31,
1997 and December 31, 1996 and for each of the three years in the period ended
December 31, 1997 appearing in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 incorporated by reference in this
Registration Statement have been incorporated by reference herein in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of such firm as experts in accounting and auditing.

     The validity of the authorization and issuance of the Common Stock offered
hereby will be passed upon for the Company by Hutchins, Wheeler & Dittmar, a
Professional Corporation, Boston, Massachusetts.

                                      II-1
<PAGE>
 
Item 6.  Indemnification of Directors and Officers
------   -----------------------------------------

     Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides as follows:

     "Section 67.  Indemnification of directors, officers, employees and other
agents of a corporation, and persons who serve at its request as directors,
officers, employees or other agents of another organization, or who serve at its
request in any capacity with respect to any employee benefit plan, may be
provided by it to whatever extent shall be specified in or authorized by (i) the
articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
vote adopted by the holders of a majority of the shares of stock entitled to
vote on the election of directors. Except as the articles of organization or by-
laws otherwise require, indemnification of any persons referred to in the
preceding sentence who are not directors of the corporation may be provided by
it to the extent authorized by the directors.  Such indemnification may include
payment by the corporation of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under this section which undertaking may be accepted without reference to the
financial ability of such person to make repayment.  Any such indemnification
may be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.

     No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.

     The absence of any express provision for indemnification shall not limit
any right of indemnification existing independently of this section.

     A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability."

     Section 7 of the By-Laws of the Company provides as follows:

                                      II-2
<PAGE>
 
     "SECTION 7.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
      ---------                                            

     The corporation shall, to the extent legally permissible, indemnify each of
its directors and officers (including persons who act at its request as
directors, officers or trustees of another organization or in any capacity with
respect to any employee benefit plan) against all liabilities and expenses,
including amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees, reasonably incurred by him in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his being or having been
such a director or officer, except with respect to any matter as to which he
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his action was in the best interests of the
corporation (any person serving another organization in one or more of the
indicated capacities at the request of the corporation who shall have acted in
good faith in the reasonable belief that his action was in the best interests of
such other organization to be deemed as having acted in such manner with respect
to the corporation) or, to the extent that such matter relates to service with
respect to any employee benefit plan, in the best interest of the participants
or beneficiaries of such employee benefit plan; provided, however, that as to
any matter disposed of by a compromise payment by such director or officer,
pursuant to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless such compromise shall
be approved as in the best interests of the corporation, after notice that it
involves such indemnification:  (a) by a disinterested majority of the directors
then in office; or (b) by a majority of the disinterested directors then in
office, provided that there has been obtained an opinion in writing of
independent legal counsel to the effect that such director or officer appears to
have acted in good faith in the reasonable belief that his action was in the
best interests of the corporation; or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a single
class, exclusive of any stock owned by any interested director or officer.
Expenses, including counsel fees, reasonably incurred by any director or officer
in connection with the defense or disposition of any such action, suit or other
proceeding may be paid from time to time by the corporation in advance of the
final disposition thereof upon receipt of an undertaking by such director or
officer to repay the amounts so paid to the corporation if it is ultimately
determined that indemnification for such expenses is not authorized under this
Section 7.  The right of indemnification hereby provided shall not be exclusive
of or affect any other rights to which any director or officer may be entitled.
As used in this section, the terms, "director" and "officer" include their
respective heirs, executors and administrators, and an "interested" director or
officer is one against whom in such capacity the proceedings in question or
another proceeding on the same or similar grounds is then pending.  Nothing
contained in this Section shall affect any rights to indemnification to which
corporate personnel other than directors or officers may be entitled by contract
or otherwise under law."

                                      II-3
<PAGE>
 
Item 7.   Exemption from Registration Claimed
------    -----------------------------------

          Not applicable.

Item 8.  Exhibits
------   --------

Number Description
------------------

    3.1   Articles of Organization, as amended.  Incorporated by reference from
          Registration Statement on Form S-1 of the Registrant filed February
          26, 1986, as amended (File No. 33-3656), from Registration Statement
          on Form S-1 of the Registrant, as amended (File No. 33-17218), from
          the Registrant's Annual Report on Form 10-K for the fiscal year ended
          January 2, 1993 (File No. 0-14367), from the Registration Statement on
          Form S-1 of the Registrant, as amended (File No. 33-67224), from the
          Registrant's Report on Form 8-K dated November 19, 1993 and from the
          Registrant's Report on Form 8-K filed May 26, 1995.

    3.2   Bylaws, as amended. Incorporated by reference from Registration
          Statement on Form S-3 of the Registrant filed August 5, 1998, as
          amended (File No. 333-60177).

    4.1   Millennia III, Inc. 1996 Stock Option Plan

    4.2   Form of Stock Option Agreement used in connection with the
          Registrant's Common Stock Option Program

    5.1   Opinion of Hutchins, Wheeler & Dittmar, a Professional Corporation.

    23.1  Consent of PricewaterhouseCoopers LLP, Independent Public Accountants

    23.2  Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
          (included in Exhibit 5.1)

Item 9.   Undertakings
------    ------------

    The undersigned Registrant hereby undertakes the following:

    (a) The undersigned Registrant hereby undertakes:

                                      II-4
<PAGE>
 
         (1) To file, during any period in which offers or sales are being made,
             a post-effective amendment to this registration statement:

           (i)   To include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in the registration statement;

           (iii) 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.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 therein, 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.

    (b) The undersigned registrant hereby undertakes 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 Section
        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
        therein, and the offering of such securities at that time shall be
        deemed to be the initial bona fide offering thereof.

    (c) The undersigned registrant hereby undertakes, that, 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 Act and is, therefore, unenforceable. In the event that
        a claim for indemnification against such liabilities (other than the
        payment by the registrant of 

                                      II-5
<PAGE>
 
        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.

                                      II-6
<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 August 10, 1998.

                             EMC CORPORATION

                                  /s/ William J. Teuber, Jr.
                             By:  ___________________________________
                                      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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                      TITLE                        DATE
<S>                          <C>                                        <C>

/s/ Richard J. Egan 
__________________________   Chairman of the Board of Directors         August 10, 1998
RICHARD J. EGAN              (Principal Executive Officer)

/s/ Michael C. Ruettgers 
__________________________   President and Chief Executive Officer      August 10, 1998
MICHAEL C. RUETTGERS         and Director
 
/s/ Colin G. Patteson 
__________________________   Senior Vice President, Chief               August 10, 1998
COLIN G. PATTESON            Administrative Officer and Treasurer
                             (Principal Financial Officer)
 
/s/ William J. Teuber, Jr. 
__________________________   Vice President and Chief Financial         August 10, 1998
WILLIAM J. TEUBER, JR.       Officer (Principal Accounting Officer)

</TABLE> 

                                      II-7
<PAGE>
 
<TABLE>
<S>                       <C>                                        <C>
 
/s/ Michael J. Cronin     Director                                   August 10, 1998
_______________________
MICHAEL J. CRONIN
 
/s/ John F. Cunningham    Director                                   August 10, 1998
_______________________   
JOHN F. CUNNINGHAM
 
/s/ John R. Egan          Director                                   August 10, 1998
_______________________   
JOHN  R. EGAN
 
/s/ Maureen E. Egan       Director                                   August 10, 1998
_______________________   
MAUREEN E. EGAN

/s/ W. Paul Fitzgerald    Director                                   August 10, 1998
_______________________   
W. PAUL FITZGERALD
 
/s/ Joseph F. Oliveri     Director                                   August 10, 1998
_______________________   
JOSEPH F. OLIVERI
</TABLE>

                                      II-8
<PAGE>
 
Item 8. Exhibits
----------------

Number   Description
------   -----------

3.1      Articles of Organization, as amended. Incorporated by reference from
         Registration Statement on Form S-1 of the Registrant filed February 26,
         1986, as amended (File No. 33-3656), from Registration Statement on
         Form S-1 of the Registrant, as amended (File No. 33-17218), from the
         Registrant's Annual Report on Form 10-K for the fiscal year ended
         January 2, 1993 (File No. 0-14367), from the Registration Statement on
         Form S-1 of the Registrant, as amended (File No. 33-67224), from the
         Registrant's Report on Form 8-K dated November 19, 1993 and from the
         Registrant's Report on Form 8-K filed May 26, 1995.

3.2      Bylaws, as amended. Incorporated by reference from Registration
         Statement on Form S-3 of the Registrant filed August 5, 1998, as
         amended (File No. 333-60177).

4.1      Millennia III, Inc. 1996 Stock Option Plan

4.2      Form of Stock Option Agreement used in connection with the Registrant's
         Common Stock Option Program

5.1      Opinion of Hutchins, Wheeler & Dittmar, a Professional Corporation.

23.1     Consent of PricewaterhouseCoopers LLP, Independent Public Accountants

23.2     Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation 
         (included in Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24571}]
{"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": "333-61113", "film-number": "98681443"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                EMC CORPORATION
--------------------------------------------------------------------------------
              (Exact name of issuer as specified in its charter)

          Massachusetts                                04-2680009
---------------------------------         ------------------------------------
  (State or other jurisdiction            (IRS Employer Identification Number)
of incorporation or organization)
                                        
       35 Parkwood Drive, Hopkinton, Massachusetts 01748 (508) 435-1000
--------------------------------------------------------------------------------
(Address and telephone number, including area code, of registrant's principal
                              executive offices)

                                EMC CORPORATION

                  Millennia III, Inc. 1996 Stock Option Plan
                  ------------------------------------------
                          Common Stock Option Program
                  ------------------------------------------
                           (Full title of the Plans)

                              Paul T. Dacier, Esq.
                       Vice President and General Counsel
                                EMC Corporation
                                171 South Street
                         Hopkinton, Massachusetts 01748
                                 (508) 435-1000
--------------------------------------------------------------------------------
           (Name, address and telephone number of agent for service)

                         ----------------------------
                                   Copy to:
                              Marilyn French, Esq.
                          Hutchins, Wheeler & Dittmar
                               101 Federal Street
                          Boston, Massachusetts 02110
                         ----------------------------

                        CALCULATION OF REGISTRATION FEE
Proposed      Proposed 
                                                 Maximum       Maximum
    Title of                      Amount         Offering      Aggregate         Amount of
   Securities                     to be           Price        Offering        Registration
to be Registered               Registered(1)     Per Share       Price            Fee(2)
--------------------------     ------------      ---------     ---------       ------------
MILLENNIA III, INC. 
1996 STOCK OPTION PLAN

Common Stock, par                 36,492(3)      $1.48         $54,008.16      $15.94
 value $.01 per share

COMMON STOCK OPTION PROGRAM

Common Stock, par               100,000(4)       $42.25        $4,225,000.00   $1,246.38
 value $.01 per share
================================================================================

(1)  Also registered hereunder are such additional number of shares of common 
     stock, presently indeterminable, as may be necessary to satisfy the
     antidilution provisions of the Plan and Agreements (as defined below) to
     which this Registration Statement relates.

(2)  The registration fee has been calculated on the basis of the price at which
     the options may be exercised.

(3)  Represents shares that may be issued upon exercise of options granted under
     the Millennia III, Inc. 1996 Stock Option Plan (the "Plan").

(4)  Represents shares that may be issued to employees of certain subsidiaries 
     of the Company upon exercise of options granted pursuant to non-qualified
     stock option agreements in the form filed herewith (the "Agreements").
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
------   ---------------------------------------

     The Company hereby incorporates by reference the documents listed in (a)
through (c) below.  In addition, all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (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.

     (a) The Company's latest annual report filed pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934 or the latest Prospectus
         filed pursuant to Rule 424(b) under the Securities Act of 1933, which
         contains either directly or by incorporation by reference audited
         financial statements for the Company's latest fiscal year for which
         such statements have been filed.

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934 since the end of the fiscal year
         covered by the annual report or the Prospectus referred to in (a)
         above.

     (c) The description of the Company's Common Stock which is contained on
         Form 8-A filed by the Company under Section 12 of the Securities
         Exchange Act of 1934, as amended, on March 4, 1988.

Item 4.  Description of Securities
------   -------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel
------   --------------------------------------

     The consolidated financial statements of the Company as of December 31,
1997 and December 31, 1996 and for each of the three years in the period ended
December 31, 1997 appearing in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 incorporated by reference in this
Registration Statement have been incorporated by reference herein in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of such firm as experts in accounting and auditing.

     The validity of the authorization and issuance of the Common Stock offered
hereby will be passed upon for the Company by Hutchins, Wheeler & Dittmar, a
Professional Corporation, Boston, Massachusetts.

                                      II-1
Item 6.  Indemnification of Directors and Officers
------   -----------------------------------------

     Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides as follows:

     "Section 67.  Indemnification of directors, officers, employees and other
agents of a corporation, and persons who serve at its request as directors,
officers, employees or other agents of another organization, or who serve at its
request in any capacity with respect to any employee benefit plan, may be
provided by it to whatever extent shall be specified in or authorized by (i) the
articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
vote adopted by the holders of a majority of the shares of stock entitled to
vote on the election of directors. Except as the articles of organization or by-
laws otherwise require, indemnification of any persons referred to in the
preceding sentence who are not directors of the corporation may be provided by
it to the extent authorized by the directors.  Such indemnification may include
payment by the corporation of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under this section which undertaking may be accepted without reference to the
financial ability of such person to make repayment.  Any such indemnification
may be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.

     No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.

     The absence of any express provision for indemnification shall not limit
any right of indemnification existing independently of this section.

     A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability."

     Section 7 of the By-Laws of the Company provides as follows:

                                      II-2
"SECTION 7.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
      ---------                                            

     The corporation shall, to the extent legally permissible, indemnify each of
its directors and officers (including persons who act at its request as
directors, officers or trustees of another organization or in any capacity with
respect to any employee benefit plan) against all liabilities and expenses,
including amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees, reasonably incurred by him in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his being or having been
such a director or officer, except with respect to any matter as to which he
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his action was in the best interests of the
corporation (any person serving another organization in one or more of the
indicated capacities at the request of the corporation who shall have acted in
good faith in the reasonable belief that his action was in the best interests of
such other organization to be deemed as having acted in such manner with respect
to the corporation) or, to the extent that such matter relates to service with
respect to any employee benefit plan, in the best interest of the participants
or beneficiaries of such employee benefit plan; provided, however, that as to
any matter disposed of by a compromise payment by such director or officer,
pursuant to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless such compromise shall
be approved as in the best interests of the corporation, after notice that it
involves such indemnification:  (a) by a disinterested majority of the directors
then in office; or (b) by a majority of the disinterested directors then in
office, provided that there has been obtained an opinion in writing of
independent legal counsel to the effect that such director or officer appears to
have acted in good faith in the reasonable belief that his action was in the
best interests of the corporation; or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a single
class, exclusive of any stock owned by any interested director or officer.
Expenses, including counsel fees, reasonably incurred by any director or officer
in connection with the defense or disposition of any such action, suit or other
proceeding may be paid from time to time by the corporation in advance of the
final disposition thereof upon receipt of an undertaking by such director or
officer to repay the amounts so paid to the corporation if it is ultimately
determined that indemnification for such expenses is not authorized under this
Section 7.  The right of indemnification hereby provided shall not be exclusive
of or affect any other rights to which any director or officer may be entitled.
As used in this section, the terms, "director" and "officer" include their
respective heirs, executors and administrators, and an "interested" director or
officer is one against whom in such capacity the proceedings in question or
another proceeding on the same or similar grounds is then pending.  Nothing
contained in this Section shall affect any rights to indemnification to which
corporate personnel other than directors or officers may be entitled by contract
or otherwise under law."

                                      II-3
Item 7.   Exemption from Registration Claimed
------    -----------------------------------

          Not applicable.

Item 8.  Exhibits
------   --------

Number Description
------------------

    3.1   Articles of Organization, as amended.  Incorporated by reference from
          Registration Statement on Form S-1 of the Registrant filed February
          26, 1986, as amended (File No. 33-3656), from Registration Statement
          on Form S-1 of the Registrant, as amended (File No. 33-17218), from
          the Registrant's Annual Report on Form 10-K for the fiscal year ended
          January 2, 1993 (File No. 0-14367), from the Registration Statement on
          Form S-1 of the Registrant, as amended (File No. 33-67224), from the
          Registrant's Report on Form 8-K dated November 19, 1993 and from the
          Registrant's Report on Form 8-K filed May 26, 1995.

    3.2   Bylaws, as amended. Incorporated by reference from Registration
          Statement on Form S-3 of the Registrant filed August 5, 1998, as
          amended (File No. 333-60177).

    4.1   Millennia III, Inc. 1996 Stock Option Plan

    4.2   Form of Stock Option Agreement used in connection with the
          Registrant's Common Stock Option Program

    5.1   Opinion of Hutchins, Wheeler & Dittmar, a Professional Corporation.

    23.1  Consent of PricewaterhouseCoopers LLP, Independent Public Accountants

    23.2  Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
          (included in Exhibit 5.1)

Item 9.   Undertakings
------    ------------

    The undersigned Registrant hereby undertakes the following:

    (a) The undersigned Registrant hereby undertakes:

                                      II-4
(1) To file, during any period in which offers or sales are being made,
             a post-effective amendment to this registration statement:

           (i)   To include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in the registration statement;

           (iii) 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.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 therein, 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.

    (b) The undersigned registrant hereby undertakes 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 Section
        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
        therein, and the offering of such securities at that time shall be
        deemed to be the initial bona fide offering thereof.

    (c) The undersigned registrant hereby undertakes, that, 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 Act and is, therefore, unenforceable. In the event that
        a claim for indemnification against such liabilities (other than the
        payment by the registrant of 

                                      II-5
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.

                                      II-6
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 August 10, 1998.

                             EMC CORPORATION

                                  /s/ William J. Teuber, Jr.
                             By:  ___________________________________
                                      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, 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 Directors         August 10, 1998
RICHARD J. EGAN              (Principal Executive Officer)

/s/ Michael C. Ruettgers 
__________________________   President and Chief Executive Officer      August 10, 1998
MICHAEL C. RUETTGERS         and Director
 
/s/ Colin G. Patteson 
__________________________   Senior Vice President, Chief               August 10, 1998
COLIN G. PATTESON            Administrative Officer and Treasurer
                             (Principal Financial Officer)
 
/s/ William J. Teuber, Jr. 
__________________________   Vice President and Chief Financial         August 10, 1998
WILLIAM J. TEUBER, JR.       Officer (Principal Accounting Officer)
II-7
/s/ Michael J. Cronin     Director                                   August 10, 1998
_______________________
MICHAEL J. CRONIN
 
/s/ John F. Cunningham    Director                                   August 10, 1998
_______________________   
JOHN F. CUNNINGHAM
 
/s/ John R. Egan          Director                                   August 10, 1998
_______________________   
JOHN  R. EGAN
 
/s/ Maureen E. Egan       Director                                   August 10, 1998
_______________________   
MAUREEN E. EGAN

/s/ W. Paul Fitzgerald    Director                                   August 10, 1998
_______________________   
W. PAUL FITZGERALD
 
/s/ Joseph F. Oliveri     Director                                   August 10, 1998
_______________________   
JOSEPH F. OLIVERI
II-8
Item 8. Exhibits
----------------

Number   Description
------   -----------

3.1      Articles of Organization, as amended. Incorporated by reference from
         Registration Statement on Form S-1 of the Registrant filed February 26,
         1986, as amended (File No. 33-3656), from Registration Statement on
         Form S-1 of the Registrant, as amended (File No. 33-17218), from the
         Registrant's Annual Report on Form 10-K for the fiscal year ended
         January 2, 1993 (File No. 0-14367), from the Registration Statement on
         Form S-1 of the Registrant, as amended (File No. 33-67224), from the
         Registrant's Report on Form 8-K dated November 19, 1993 and from the
         Registrant's Report on Form 8-K filed May 26, 1995.

3.2      Bylaws, as amended. Incorporated by reference from Registration
         Statement on Form S-3 of the Registrant filed August 5, 1998, as
         amended (File No. 333-60177).

4.1      Millennia III, Inc. 1996 Stock Option Plan

4.2      Form of Stock Option Agreement used in connection with the Registrant's
         Common Stock Option Program

5.1      Opinion of Hutchins, Wheeler & Dittmar, a Professional Corporation.

23.1     Consent of PricewaterhouseCoopers LLP, Independent Public Accountants

23.2     Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation 
         (included in Exhibit 5.1)