content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on June 21, 1995
  
                                                   REGISTRATION NO. 33- __________
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                 __________________
  
                                     FORM S-8
                                        
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
                                 __________________
                                        
                               GENZYME CORPORATION
              (Exact name of registrant as specified in its charter)
  <TABLE>
  <S>                                                             <C>
                  MASSACHUSETTS                                                06-1047163
  (State or other jurisdiction of incorporation)                  (I.R.S. Employer Identification No.)
  </TABLE>
  
       ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139    (617) 252-7500
    (Address and telephone number of registrant's principal executive offices)
                                 __________________
  
                         1990 EMPLOYEE STOCK PURCHASE PLAN
                             (Full Title of the Plan)
  
                            HENRI A. TERMEER, PRESIDENT
                                Genzyme Corporation
                                One Kendall Square
                          Cambridge, Massachusetts 02139
                                  (617) 252-7500
             (Name, address and telephone number of agent for service)
  
                                  with copies to:
                                         
                             MAUREEN MANNING, ESQUIRE
                                  Palmer & Dodge
                                 One Beacon Street
                            Boston, Massachusetts 02108
                                  (617) 573-0304
                                 __________________
  <TABLE>
                                          CALCULATION OF REGISTRATION FEE
  - --------------------------------------------------------------------------------------------------------------
  <CAPTION>
       Title of each class of          Amount to be      Proposed maximum     Proposed maximum       Amount of
    securities to be registered         registered        offering price     aggregate offering     registration
                                                           per share(1)           price(1)              fee
  - --------------------------------------------------------------------------------------------------------------
   <S>                                <C>                     <C>                <C>                  <C>
   Tissue Repair Division Common      400,000 shares(2)       $5.375             $2,150,000           $741.38
   Stock, $0.01 par value           
  - --------------------------------------------------------------------------------------------------------------
  <FN>
  (1)      Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h) based upon the
           average of the high and low sale prices on June 15, 1995 as reported by the Nasdaq National Market System.
  (2)      This Registration Statement registers an additional 400,000 shares of Tissue Repair Division Common Stock ("TR Stock")
           under the 1990 Employee Stock Purchase Plan.  An aggregate of 200,000 shares of TR Stock and 750,000 shares of General
           Division Common Stock ("General Stock", formerly Common Stock) have previously been registered under such plan (SEC File
           Nos. 33-22464, 33-29440, 33-51416, 33-58353, 33-58355 and 33-68186).  Pursuant to Rule 416 under the Securities Act of
           1933, the above listed registration statements also cover shares of TR Stock issuable under such plan to the holders of
           General Division Common Stock Purchase Rights as a result of anti-dilution adjustments made in connection with the dividend
           on December 23, 1994 of TR Stock to all holders of record of General Stock on December 16, 1994.
  </TABLE>
  
  ================================================================================
  <PAGE>   2
  
           Statement Regarding Incorporation By Reference From Effective
                              Registration Statement.
           -------------------------------------------------------------
  
          Pursuant to Instruction E to Form S-8, the contents of Items 3-7 and 9
  of the Registrant's Registration Statement on Form S-8 filed with the Securities
  and Exchange Commission on March 31, 1995 (File No. 33-58355) are incorporated
  by reference in this Registration Statement.  For Item 8 see Exhibit Index
  immediately following signature pages.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                       - 2 -
  <PAGE>   3
  
                                    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 Cambridge, Commonwealth of Massachusetts, on this
  19th day of June, 1995. 
  
                                                  GENZYME CORPORATION
  
  
                                                  By /s/ Henri A. Termeer  
                                                     ---------------------------
                                                     Henri A. Termeer, President 
  <TABLE>
                                 POWER OF ATTORNEY
  
          We, the undersigned officers and directors of Genzyme Corporation,
  hereby severally constitute and appoint Henri A. Termeer, David J. McLachlan,
  Mark A. Hofer, Evan M. Lebson and Peter Wirth, and each of them singly, our true
  and lawful attorneys-in-fact, with full power to them in any and all capacities,
  to sign any and all amendments to this Registration Statement on Form S-8
  (including any post-effective amendments thereto), and to file the same, with
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, hereby ratifying and confirming all that
  each of said attorneys-in-fact may 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 below by the following persons in the
  capacities and on the dates indicated:
  
  <CAPTION>
            SIGNATURE                            TITLE                          DATE
            ---------                            -----                          ----
  <S>                                     <C>                              <C>
  /s/ Henri A. Termeer                    Director and Principal           June 19, 1995
  - ----------------------------------      Executive Officer                
                                                                           
                                                                           
  /s/ David J. McLachlan                  Principal Financial and          June 19, 1995
  - ----------------------------------      Accounting Officer               
                                                                           
                                                                           
  /s/ Constantine E. Anagnostopoulos      Director                         June 19, 1995
  - ----------------------------------                                                                               
                                                                           
  /s/ Douglas A. Berthiaume               Director                         June 19, 1995
  - ----------------------------------      
  
  /s/ Henry E. Blair                      Director                         June 19, 1995
  - ----------------------------------                                                                               
                                                                           
  /s/ Robert J. Carpenter                 Director                         June 19, 1995
  - ----------------------------------                                                                               
                                                                           
  /s/ Charles L. Cooney                   Director                         June 19, 1995
  - ----------------------------------                                                                               
                                                                           
  /s/ Henry R. Lewis                      Director                         June 19, 1995
  - ----------------------------------      
  </TABLE>
  
  
  
  
                                         
                                       - 3 -
  <PAGE>   4
  <TABLE>
                                   EXHIBIT INDEX
                                   -------------
  <CAPTION>
  EXHIBIT                                                                             PAGE
   NUMBER                               DESCRIPTION                                  NUMBER
  - -------                               -----------                                  ------
     <S>       <C>                                                                    <C>
      4.1      Articles of Organization of Genzyme Corporation.  Filed as              *
               Exhibit 3.1 to Genzyme Corporation's Form 10-K dated for
               the year ended December 31, 1994 (File No. 0-14680) and
               incorporated herein by reference.
  
      4.2      By-laws of Genzyme Corporation.  Filed as Exhibit 3.2 to                *
               Genzyme Corporation's Form 8-K dated December 31, 1991
               (File  No. 0-14680) and incorporated herein by reference.
     
      4.3      Amended and Restated Rights Agreement, dated as of October              *
               13, 1994 between Genzyme Corporation and American Stock
               Transfer and Trust Company.  Filed as Exhibit 4 to the
               Genzyme Corporation's Current Report on Form 8-K filed on
               December 30, 1994 (File No. 0-14680) and incorporated
               herein by reference.
     
      5.1      Opinion of Palmer & Dodge as to the legality of the                     5
               securities registered hereunder.
  
     23.1      Consent of Coopers & Lybrand L.L.P., independent                        6
               accountants.
     
     23.2      Consent of Palmer & Dodge (contained in Opinion of Palmer               *
               & Dodge filed as Exhibit 5.1).
  
     24.1      Power of Attorney (contained on the signature page                      *
               hereto).
     
     24.2      Certified copy of Board of Directors' resolution                        7
               authorizing Power of Attorney.
     
     99.1      Genzyme Corporation 1990 Employee Stock Purchase Plan, as               8
               amended through May 18, 1995.
     
  
  </TABLE>
  
  
  
                                       - 4 -
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR GENZYME CORPORATION", "secsgml_size_bytes": 11211}]
metadata_filer: {"company-data": {"conformed-name": "GENZYME CORP", "cik": "0000732485", "assigned-sic": "2834", "irs-number": "061047163", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60435", "film-number": "95548295"}, "business-address": {"street1": "ONE KENDALL SQUARE", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6172527500"}, "mail-address": {"street1": "ONE KENDALL SQUARE", "city": "CAMBRIDGE", "state": "MA", "zip": "02139"}}
text: 1
  
      As filed with the Securities and Exchange Commission on June 21, 1995
  
                                                   REGISTRATION NO. 33- __________
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                 __________________
  
                                     FORM S-8
                                        
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
                                 __________________
                                        
                               GENZYME CORPORATION
              (Exact name of registrant as specified in its charter)
  MASSACHUSETTS                                                06-1047163
  (State or other jurisdiction of incorporation)                  (I.R.S. Employer Identification No.)
  ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139    (617) 252-7500
    (Address and telephone number of registrant's principal executive offices)
                                 __________________
  
                         1990 EMPLOYEE STOCK PURCHASE PLAN
                             (Full Title of the Plan)
  
                            HENRI A. TERMEER, PRESIDENT
                                Genzyme Corporation
                                One Kendall Square
                          Cambridge, Massachusetts 02139
                                  (617) 252-7500
             (Name, address and telephone number of agent for service)
  
                                  with copies to:
                                         
                             MAUREEN MANNING, ESQUIRE
                                  Palmer & Dodge
                                 One Beacon Street
                            Boston, Massachusetts 02108
                                  (617) 573-0304
                                 __________________
  
                                          CALCULATION OF REGISTRATION FEE
  - --------------------------------------------------------------------------------------------------------------
  Title of each class of          Amount to be      Proposed maximum     Proposed maximum       Amount of
    securities to be registered         registered        offering price     aggregate offering     registration
                                                           per share(1)           price(1)              fee
  - --------------------------------------------------------------------------------------------------------------
  Tissue Repair Division Common      400,000 shares(2)       $5.375             $2,150,000           $741.38
   Stock, $0.01 par value           
  - --------------------------------------------------------------------------------------------------------------
  (1)      Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h) based upon the
           average of the high and low sale prices on June 15, 1995 as reported by the Nasdaq National Market System.
  (2)      This Registration Statement registers an additional 400,000 shares of Tissue Repair Division Common Stock ("TR Stock")
           under the 1990 Employee Stock Purchase Plan.  An aggregate of 200,000 shares of TR Stock and 750,000 shares of General
           Division Common Stock ("General Stock", formerly Common Stock) have previously been registered under such plan (SEC File
           Nos. 33-22464, 33-29440, 33-51416, 33-58353, 33-58355 and 33-68186).  Pursuant to Rule 416 under the Securities Act of
           1933, the above listed registration statements also cover shares of TR Stock issuable under such plan to the holders of
           General Division Common Stock Purchase Rights as a result of anti-dilution adjustments made in connection with the dividend
           on December 23, 1994 of TR Stock to all holders of record of General Stock on December 16, 1994.
  ================================================================================
  2
  
           Statement Regarding Incorporation By Reference From Effective
                              Registration Statement.
           -------------------------------------------------------------
  
          Pursuant to Instruction E to Form S-8, the contents of Items 3-7 and 9
  of the Registrant's Registration Statement on Form S-8 filed with the Securities
  and Exchange Commission on March 31, 1995 (File No. 33-58355) are incorporated
  by reference in this Registration Statement.  For Item 8 see Exhibit Index
  immediately following signature pages.
  
                                       - 2 -
  3
  
                                    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 Cambridge, Commonwealth of Massachusetts, on this
  19th day of June, 1995. 
  
                                                  GENZYME CORPORATION
  
                                                  By /s/ Henri A. Termeer  
                                                     ---------------------------
                                                     Henri A. Termeer, President 
  
                                 POWER OF ATTORNEY
  
          We, the undersigned officers and directors of Genzyme Corporation,
  hereby severally constitute and appoint Henri A. Termeer, David J. McLachlan,
  Mark A. Hofer, Evan M. Lebson and Peter Wirth, and each of them singly, our true
  and lawful attorneys-in-fact, with full power to them in any and all capacities,
  to sign any and all amendments to this Registration Statement on Form S-8
  (including any post-effective amendments thereto), and to file the same, with
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, hereby ratifying and confirming all that
  each of said attorneys-in-fact may 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 below by the following persons in the
  capacities and on the dates indicated:
  SIGNATURE                            TITLE                          DATE
            ---------                            -----                          ----
  /s/ Henri A. Termeer                    Director and Principal           June 19, 1995
  - ----------------------------------      Executive Officer                
                                                                           
                                                                           
  /s/ David J. McLachlan                  Principal Financial and          June 19, 1995
  - ----------------------------------      Accounting Officer               
                                                                           
                                                                           
  /s/ Constantine E. Anagnostopoulos      Director                         June 19, 1995
  - ----------------------------------                                                                               
                                                                           
  /s/ Douglas A. Berthiaume               Director                         June 19, 1995
  - ----------------------------------      
  
  /s/ Henry E. Blair                      Director                         June 19, 1995
  - ----------------------------------                                                                               
                                                                           
  /s/ Robert J. Carpenter                 Director                         June 19, 1995
  - ----------------------------------                                                                               
                                                                           
  /s/ Charles L. Cooney                   Director                         June 19, 1995
  - ----------------------------------                                                                               
                                                                           
  /s/ Henry R. Lewis                      Director                         June 19, 1995
  - ----------------------------------
  - 3 -
  4
  
                                   EXHIBIT INDEX
                                   -------------
  EXHIBIT                                                                             PAGE
   NUMBER                               DESCRIPTION                                  NUMBER
  - -------                               -----------                                  ------
  4.1      Articles of Organization of Genzyme Corporation.  Filed as              *
               Exhibit 3.1 to Genzyme Corporation's Form 10-K dated for
               the year ended December 31, 1994 (File No. 0-14680) and
               incorporated herein by reference.
  
      4.2      By-laws of Genzyme Corporation.  Filed as Exhibit 3.2 to                *
               Genzyme Corporation's Form 8-K dated December 31, 1991
               (File  No. 0-14680) and incorporated herein by reference.
     
      4.3      Amended and Restated Rights Agreement, dated as of October              *
               13, 1994 between Genzyme Corporation and American Stock
               Transfer and Trust Company.  Filed as Exhibit 4 to the
               Genzyme Corporation's Current Report on Form 8-K filed on
               December 30, 1994 (File No. 0-14680) and incorporated
               herein by reference.
     
      5.1      Opinion of Palmer & Dodge as to the legality of the                     5
               securities registered hereunder.
  
     23.1      Consent of Coopers & Lybrand L.L.P., independent                        6
               accountants.
     
     23.2      Consent of Palmer & Dodge (contained in Opinion of Palmer               *
               & Dodge filed as Exhibit 5.1).
  
     24.1      Power of Attorney (contained on the signature page                      *
               hereto).
     
     24.2      Certified copy of Board of Directors' resolution                        7
               authorizing Power of Attorney.
     
     99.1      Genzyme Corporation 1990 Employee Stock Purchase Plan, as               8
               amended through May 18, 1995.
  - 4 -