FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * HAUCK FRANK   2. Issuer Name and Ticker or Trading Symbol EMC CORP [EMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Cust. Quality & Services (Last) (First) (Middle) EMC CORPORATION, 176 SOUTH STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/31/2006 (Street) HOPKINTON, MA 01748 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/31/2006   F   18,741 (1) D $ 13.4 558,932 (2) D   Common Stock 01/31/2006   A   62,500 A $ 0 621,432 (3) D   Common Stock 02/01/2006   F   616 (1) D $ 13.48 620,816 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HAUCK FRANK EMC CORPORATION 176 SOUTH STREET HOPKINTON, MA 01748			EVP, Cust. Quality & Services

Signatures

/s/ Barbara E. Coluci, Attorney In Fact		02/02/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares withheld by EMC to satisfy certain taxes payable in connection with the vesting of previously awarded shares of restricted stock.
(2)	Includes 647 shares acquired under the EMC Corporation 1989 Employee Stock Purchase Plan in December 2005.
(3)	Performance shares granted under the EMC Corporation 2003 Stock Plan. 50,000 of these performance shares are referred to as Target Shares, and 12,500 of these performance shares are referred to as Overachievement Shares. The performance shares will vest in the event that a three-year cumulative earnings per share target (the "EPS Goal") approved by the Committee has been met. The Committee expects to determine whether the EPS Goal has been met or exceeded, in full or in part, in January 2009. If earnings per share equal or exceed (i) 90.9% of the EPS Goal, 50% of the Target Shares will vest, (ii) 94.2% of the EPS Goal, 75% of the Target Shares will vest or (iii) 100% of the EPS Goal, 100% of the Target Shares will vest. If earnings per share equal or exceed 106% of the EPS Goal and the holder is continuously employed by EMC through a specified date in January 2010, the Overachievement Shares will also vest. If the targets and conditions set forth above are not achieved, the performance shares will be forfeited.

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