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
 (State or other jurisdiction of Incorporation or Organization)

                           04-2680009
             (I.R.S. Employer Identification Number)

                  35 Parkwood Drive, Hopkinton,
                       Massachusetts 01748
            (Address of Principal Executive Offices)

       SOFTWORKS, INC. 1999 STOCK OPTION PLAN, AS AMENDED
       TERASCAPE SOFTWARE INC. 1997 STOCK PLAN, AS AMENDED
                    (Full Title of the Plans)

                      Paul T. Dacier, Esq.
            Senior Vice President and General Counsel
                         EMC Corporation
                        171 South Street
                 Hopkinton, Massachusetts 01748
             (Name and Address of Agent for Service)

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

                 CALCULATION OF REGISTRATION FEE

Title of  Securities to  Amount to   Proposed     Proposed    Amount of
          be                be       Maximum      Maximum    Registration
      Registered        Registered   Offering    Aggregate      Fee (2)
                            (1)     Price Per     Offering
                                      Share      Price (2)
Softworks, Inc. 1999
Stock Option Plan, as    185,530(3) $58.4798(4) $10,849,757.29  $28,645.00
amended
Common Stock, par value
$.01 per share
Terascape Software Inc.
1997 Stock Option Plan, 11,272 (5) $11.106 (6)  $125,186.83    $330.00
as amended
Common Stock, par value
$.01 per share


_________________


(1)  Also registered hereunder is such additional number of
  shares of Common Stock, presently indeterminable, as may be
  necessary to satisfy the antidilution provisions of the Plans to
  which this Registration Statement relates.

(2)  Estimated in accordance with Rule 457(h)(1) under the
  Securities Act of 1933, as amended, solely for the purpose of
  determining the registration fee.

(3)  This Registration Statement covers 185,530 shares of Common
  Stock that may be issued upon exercise of options granted under
  the Softworks, Inc. 1999 Stock Option Plan, as amended.

(4)  As set forth in Rule 457(h)(1) under the Securities Act of
  1933, as amended, based on the prices at which options to acquire
  the Registrant's common stock, par value $.01 per share, under
  the Softworks, Inc. 1999 Stock Option Plan, as amended, may be
  exercised, which prices range from $33.55 to $150.54.

(5)  This Registration Statement covers 11,272 shares of Common
  Stock that may be issued upon exercise of options granted under
  the Terascape Software Inc. 1997 Stock Plan, as amended.

(6)  As set forth in Rule 457(h)(1) under the Securities Act of
  1933, as amended, based on the price at which options to acquire
  the Registrant's common stock, par value $.01 per share, under
  the Terascape Software Inc. 1997 Stock Plan, as amended, may be
  exercised.



                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     EMC Corporation (the "Registrant") hereby incorporates by
reference the following documents filed with the Securities and
Exchange Commission:

  (a)  the Registrant's Current Report on Form 8-K filed on
     February 22, 2000;

  (b)  the Registrant's Annual Report on Form 10-K for the fiscal
     year ending December 31, 1999; and

  (c)  the description of the Registrant's common stock which is
     contained on Form 8-A filed by the Registrant under Section 12 of
     the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), on March 4, 1988, including any amendments or reports
     filed for the purpose of updating such description.

  In addition, all documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 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 under this
Registration Statement, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof
from the date of filing of such documents.  Any statement
contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superceded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supercedes
such earlier statement.  Any statement so modified or superceded
shall not be deemed, except as so modified or superceded, to
constitute part of this Registration Statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The legality of the shares of the Registrant's common stock
being registered pursuant to this registration statement will be
passed upon for the Registrant by Paul T. Dacier, Senior Vice
President and General Counsel of the Registrant.  As of February
29, 2000, Mr. Dacier was the beneficial owner (for purposes of
the Exchange Act) of 197,268 shares of the Registrant's common
stock.

Item 6. Indemnification of Directors and Officers.

     Section 67 of Chapter 156B of the General Laws of the
Commonwealth of Massachusetts authorizes a Massachusetts
corporation to indemnify any director, officer, employee or other
agent of the corporation to whatever extent specified in or
authorized by (i) the articles of organization, (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.

     Article 6(k) of the Registrant's Restated Articles of
Organization provides as follows:

     No director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director to the extent provided by
applicable law notwithstanding any provision of law imposing such
liability; provided, however, that to the extent, and only to the
extent, required by Section 13(b)(1 1/2) or any successor
provision of the Massachusetts Business Corporation Law, this
provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under sections 61 or 62 of the
Massachusetts Business Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit.  This provision shall not be construed in any way so as
to impose or create liability.  The forgoing provisions of this
Article 6(k) shall not eliminate the liability of a director for
any act or omission occurring prior to the date on which this
Article 6(k) becomes effective.  No amendment to or repeal of
this Article 6(k) shall apply to or have any effect on the
liability or alleged liability of any director of the corporation
for or with respect to any acts or omission of such director
occurring prior to such amendment or repeal.

     In addition, Section 7 of the Registrant's Amended and
Restated By-laws, entitled "Indemnification of Directors and
Officers," provides as follows:

     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 judgements, 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 such director or officer may be
involved or with which such director or officer may be
threatened, while in office or thereafter, by reason of such
individual being or having been such a director or officer,
except with respect to any matter as to which such individual
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 such individual's action was in the
best interest 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 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 such individual's 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 to
the corporation the amounts so paid by 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
directors or officers may be entitled by contract or otherwise
under law.

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    Softworks, Inc. 1999 Stock Option Plan, as amended.

     4.2    Terascape Software Inc. 1997 Stock Plan, as amended.

     5.1    Opinion of Paul T. Dacier, Senior Vice President and General
            Counsel to EMC Corporation as to the legality of the securities
            being registered.

     23.1   Consent of PricewaterhouseCoopers LLP, Independent Accountants.

     23.2   Consent of Paul T. Dacier, Senior Vice President and General
            Counsel to EMC Corporation (contained in the opinion filed as
            Exhibit 5.1 to this Registration Statement).

     24.1   Power of Attorney (included on the signature page to
            this registration statement).


Item 9.  Undertakings

 The undersigned Registrant hereby undertakes the following:

     (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 prospectus required by Section 10(a)(3)
       of the Securities Act of 1933;

     (2)  To file, during any period in which offers or sales are
       being made, a post-effective amendment to this registration
       statement 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.
       Notwithstanding the foregoing, any increase or decrease in volume
       of securities offered (if the total dollar value of securities
       offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum
       offering range may be reflected in the form of prospectus filed
       with the Commission pursuant to Rule 424(b) if, in the aggregate,
       the changes in volume and price represent no more than a 20
       percent change in the maximum aggregate offering price set forth
       in the "Calculation of Registration Fee" table in the effective
       registration statement;

     (3)  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;

     (4)  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;

     (5)  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;

     (6)  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; and

     (7)  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 Securities Act of 1933 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
the city of Hopkinton, Commonwealth of Massachusetts, on this
21st day of March, 2000.

                              EMC CORPORATION

                              By: /s/ Paul T. Dacier
                                  -----------------------------
                                     Paul T. Dacier
                                     Senior Vice President and General Counsel

                        POWER OF ATTORNEY

     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            March 21, 2000
-------------------         Directors (Principal Executive
Richard J. Egan             Officer)


/s/ Michael C. Ruettgers    Chief Executive Officer             March 21, 2000
--------------------------  and Director
Michael C. Ruettgers


/s/ Colin G. Patteson       Senior Vice President,              March 21, 2000
--------------------------  Chief Administrative Officer
Colin G. Patteson           and Treasurer (Principal Financial
                            Officer)


/s/ William J. Teuber, Jr.  Senior Vice President               March 21, 2000
--------------------------  and Chief Financial Officer
William J. Teuber, Jr.      (Principal Accounting Officer)


--------------------------  Director                            March 21, 2000
Michael J. Cronin


/s/ John R. Egan            Director                            March 21, 2000
--------------------------
John R. Egan


/s/ Maureen E. Egan         Director                            March 21, 2000
--------------------------
Maureen E. Egan


--------------------------  Director                            March 21, 2000
W. Paul Fitzgerald


/s/ Joseph F. Oliveri       Director                            March 21, 2000
--------------------------
Joseph F. Oliveri


/s/ Alfred M. Zeien         Director                            March 21, 2000
--------------------------
Alfred M. Zeien


                          EXHIBIT INDEX

     4.1    Softworks, Inc. 1999 Stock Option Plan, as amended.

     4.2    Terascape Software Inc. 1997 Stock Plan, as amended.

     5.1    Opinion of Paul T. Dacier, Senior Vice President and
            General Counsel to EMC Corporation as to the
            legality of the securities being registered.

     23.1   Consent of PricewaterhouseCoopers LLP, Independent
            Accountants.

     23.2   Consent of Paul T. Dacier, Senior Vice President and
            General Counsel to EMC Corporation (contained in the
            opinion filed as Exhibit 5.1 to this Registration Statement).

     24.1   Power of Attorney (included on the signature page to
            this registration statement).
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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
 (State or other jurisdiction of Incorporation or Organization)

                           04-2680009
             (I.R.S. Employer Identification Number)

                  35 Parkwood Drive, Hopkinton,
                       Massachusetts 01748
            (Address of Principal Executive Offices)

       SOFTWORKS, INC. 1999 STOCK OPTION PLAN, AS AMENDED
       TERASCAPE SOFTWARE INC. 1997 STOCK PLAN, AS AMENDED
                    (Full Title of the Plans)

                      Paul T. Dacier, Esq.
            Senior Vice President and General Counsel
                         EMC Corporation
                        171 South Street
                 Hopkinton, Massachusetts 01748
             (Name and Address of Agent for Service)

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

                 CALCULATION OF REGISTRATION FEE

Title of  Securities to  Amount to   Proposed     Proposed    Amount of
          be                be       Maximum      Maximum    Registration
      Registered        Registered   Offering    Aggregate      Fee (2)
                            (1)     Price Per     Offering
                                      Share      Price (2)
Softworks, Inc. 1999
Stock Option Plan, as    185,530(3) $58.4798(4) $10,849,757.29  $28,645.00
amended
Common Stock, par value
$.01 per share
Terascape Software Inc.
1997 Stock Option Plan, 11,272 (5) $11.106 (6)  $125,186.83    $330.00
as amended
Common Stock, par value
$.01 per share

_________________

(1)  Also registered hereunder is such additional number of
  shares of Common Stock, presently indeterminable, as may be
  necessary to satisfy the antidilution provisions of the Plans to
  which this Registration Statement relates.

(2)  Estimated in accordance with Rule 457(h)(1) under the
  Securities Act of 1933, as amended, solely for the purpose of
  determining the registration fee.

(3)  This Registration Statement covers 185,530 shares of Common
  Stock that may be issued upon exercise of options granted under
  the Softworks, Inc. 1999 Stock Option Plan, as amended.

(4)  As set forth in Rule 457(h)(1) under the Securities Act of
  1933, as amended, based on the prices at which options to acquire
  the Registrant's common stock, par value $.01 per share, under
  the Softworks, Inc. 1999 Stock Option Plan, as amended, may be
  exercised, which prices range from $33.55 to $150.54.

(5)  This Registration Statement covers 11,272 shares of Common
  Stock that may be issued upon exercise of options granted under
  the Terascape Software Inc. 1997 Stock Plan, as amended.

(6)  As set forth in Rule 457(h)(1) under the Securities Act of
  1933, as amended, based on the price at which options to acquire
  the Registrant's common stock, par value $.01 per share, under
  the Terascape Software Inc. 1997 Stock Plan, as amended, may be
  exercised.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     EMC Corporation (the "Registrant") hereby incorporates by
reference the following documents filed with the Securities and
Exchange Commission:

  (a)  the Registrant's Current Report on Form 8-K filed on
     February 22, 2000;

  (b)  the Registrant's Annual Report on Form 10-K for the fiscal
     year ending December 31, 1999; and

  (c)  the description of the Registrant's common stock which is
     contained on Form 8-A filed by the Registrant under Section 12 of
     the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), on March 4, 1988, including any amendments or reports
     filed for the purpose of updating such description.

  In addition, all documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 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 under this
Registration Statement, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof
from the date of filing of such documents.  Any statement
contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superceded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supercedes
such earlier statement.  Any statement so modified or superceded
shall not be deemed, except as so modified or superceded, to
constitute part of this Registration Statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The legality of the shares of the Registrant's common stock
being registered pursuant to this registration statement will be
passed upon for the Registrant by Paul T. Dacier, Senior Vice
President and General Counsel of the Registrant.  As of February
29, 2000, Mr. Dacier was the beneficial owner (for purposes of
the Exchange Act) of 197,268 shares of the Registrant's common
stock.

Item 6. Indemnification of Directors and Officers.

     Section 67 of Chapter 156B of the General Laws of the
Commonwealth of Massachusetts authorizes a Massachusetts
corporation to indemnify any director, officer, employee or other
agent of the corporation to whatever extent specified in or
authorized by (i) the articles of organization, (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.

     Article 6(k) of the Registrant's Restated Articles of
Organization provides as follows:

     No director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director to the extent provided by
applicable law notwithstanding any provision of law imposing such
liability; provided, however, that to the extent, and only to the
extent, required by Section 13(b)(1 1/2) or any successor
provision of the Massachusetts Business Corporation Law, this
provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under sections 61 or 62 of the
Massachusetts Business Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit.  This provision shall not be construed in any way so as
to impose or create liability.  The forgoing provisions of this
Article 6(k) shall not eliminate the liability of a director for
any act or omission occurring prior to the date on which this
Article 6(k) becomes effective.  No amendment to or repeal of
this Article 6(k) shall apply to or have any effect on the
liability or alleged liability of any director of the corporation
for or with respect to any acts or omission of such director
occurring prior to such amendment or repeal.

     In addition, Section 7 of the Registrant's Amended and
Restated By-laws, entitled "Indemnification of Directors and
Officers," provides as follows:

     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 judgements, 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 such director or officer may be
involved or with which such director or officer may be
threatened, while in office or thereafter, by reason of such
individual being or having been such a director or officer,
except with respect to any matter as to which such individual
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 such individual's action was in the
best interest 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 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 such individual's 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 to
the corporation the amounts so paid by 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
directors or officers may be entitled by contract or otherwise
under law.

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    Softworks, Inc. 1999 Stock Option Plan, as amended.

     4.2    Terascape Software Inc. 1997 Stock Plan, as amended.

     5.1    Opinion of Paul T. Dacier, Senior Vice President and General
            Counsel to EMC Corporation as to the legality of the securities
            being registered.

     23.1   Consent of PricewaterhouseCoopers LLP, Independent Accountants.

     23.2   Consent of Paul T. Dacier, Senior Vice President and General
            Counsel to EMC Corporation (contained in the opinion filed as
            Exhibit 5.1 to this Registration Statement).

     24.1   Power of Attorney (included on the signature page to
            this registration statement).

Item 9.  Undertakings

 The undersigned Registrant hereby undertakes the following:

     (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 prospectus required by Section 10(a)(3)
       of the Securities Act of 1933;

     (2)  To file, during any period in which offers or sales are
       being made, a post-effective amendment to this registration
       statement 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.
       Notwithstanding the foregoing, any increase or decrease in volume
       of securities offered (if the total dollar value of securities
       offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum
       offering range may be reflected in the form of prospectus filed
       with the Commission pursuant to Rule 424(b) if, in the aggregate,
       the changes in volume and price represent no more than a 20
       percent change in the maximum aggregate offering price set forth
       in the "Calculation of Registration Fee" table in the effective
       registration statement;

     (3)  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;

     (4)  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;

     (5)  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;

     (6)  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; and

     (7)  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 Securities Act of 1933 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
the city of Hopkinton, Commonwealth of Massachusetts, on this
21st day of March, 2000.

                              EMC CORPORATION

                              By: /s/ Paul T. Dacier
                                  -----------------------------
                                     Paul T. Dacier
                                     Senior Vice President and General Counsel

                        POWER OF ATTORNEY

     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            March 21, 2000
-------------------         Directors (Principal Executive
Richard J. Egan             Officer)

/s/ Michael C. Ruettgers    Chief Executive Officer             March 21, 2000
--------------------------  and Director
Michael C. Ruettgers

/s/ Colin G. Patteson       Senior Vice President,              March 21, 2000
--------------------------  Chief Administrative Officer
Colin G. Patteson           and Treasurer (Principal Financial
                            Officer)

/s/ William J. Teuber, Jr.  Senior Vice President               March 21, 2000
--------------------------  and Chief Financial Officer
William J. Teuber, Jr.      (Principal Accounting Officer)

--------------------------  Director                            March 21, 2000
Michael J. Cronin

/s/ John R. Egan            Director                            March 21, 2000
--------------------------
John R. Egan

/s/ Maureen E. Egan         Director                            March 21, 2000
--------------------------
Maureen E. Egan

--------------------------  Director                            March 21, 2000
W. Paul Fitzgerald

/s/ Joseph F. Oliveri       Director                            March 21, 2000
--------------------------
Joseph F. Oliveri

/s/ Alfred M. Zeien         Director                            March 21, 2000
--------------------------
Alfred M. Zeien

                          EXHIBIT INDEX

     4.1    Softworks, Inc. 1999 Stock Option Plan, as amended.

     4.2    Terascape Software Inc. 1997 Stock Plan, as amended.

     5.1    Opinion of Paul T. Dacier, Senior Vice President and
            General Counsel to EMC Corporation as to the
            legality of the securities being registered.

     23.1   Consent of PricewaterhouseCoopers LLP, Independent
            Accountants.

     23.2   Consent of Paul T. Dacier, Senior Vice President and
            General Counsel to EMC Corporation (contained in the
            opinion filed as Exhibit 5.1 to this Registration Statement).

     24.1   Power of Attorney (included on the signature page to
            this registration statement).