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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rules 13e-4(d)(1), 13e-4(e)(3), 13e-4(f)(1)(ii) and 13e-4(f)(8)(i)
Rule 14e-1(b)

July 9, 2007

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Margaret A. Brown, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, MA 02108


EMC Corporation and VMware, Inc. — Exchange Offer

Dear Ms. Brown:

We are responding to your letter dated July 9, 2007 addressed to Brian V. Breheny and Adé K. Heyliger, as supplemented by telephone conversations with the staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

On the basis of your representations and the facts presented in your letter, the staff of the Division of Corporation Finance hereby grants an exemption from Rule 13e-4(f)(8)(i) under the Securities Exchange Act of 1934. In addition, on the basis of your representations and the facts presented in your letter, the staff of the Division of Corporation Finance agrees that it will not recommend that the Commission take enforcement action pursuant to Rules 13e-4(d)(1), 13e-4(e)(3), 13e-4(f)(1)(ii) or 14e-1(b) under the Exchange Act if EMC and VMware conduct an exchange offer in the manner described in your letter.

In granting the exemption and taking these no-action positions, we considered the following facts, among others:

  • EMC and VMware will be disclosing from the commencement of the Offer the relative value relationship between the VMware restricted stock and options to be received by EMC security holders for the restricted EMC restricted stock and options tendered;
  • The formula for determining the number of shares of VMware restricted stock and the number and exercise price of VMware options to be received in exchange for tendered EMC options and restricted stock will be disclosed in the Offer materials disseminated to security holders, and the formula will remain fixed throughout the duration of the Offer;
  • The Offer is being conducted for compensatory purposes;
  • Substantially all of the information contained in the preliminary prospectus relating to the VMware IPO will be included in the Offer materials and Eligible Employees will have access to the information provided to potential investors in the VMware IPO;
  • EMC and VMware will publish on a website accessible to all Eligible Employees and maintained for the Offer the daily indicative Exchange Ratio based on an assumed VMware IPO price equal to the mid-point of the filing range of the estimated initial offering price reflected in the Registration Statement and will provide a toll-free number that EMC security holders can use to obtain exchange offer pricing related information; and
  • Promptly after the calculation of the Exchange Ratio, EMC and VMware will issue a press release announcing the Exchange Ratio, post the Exchange Ratio on the website and file an amendment to its Schedule TO containing the press release disclosing the Exchange Ratio.

The foregoing exemption and no-action positions are based solely on your representations and the facts presented in your letter dated July 9, 2007 as supplemented by telephone conversations with the Commission staff. This relief is strictly limited to the application of the rules listed above to the Offer. You should discontinue the Offer pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rest with the participants in the Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the Offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the Offer.

For the Commission,
By the Division of Corporation Finance,
Pursuant to delegated authority,

Brian V. Breheny
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 07/30/2007