content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on March 31, 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         (I.R.S. Employer Identification No.)
           of incorporation)
                       
  
        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:
  
                                PETER WIRTH, 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          200,000 shares(2)               $ 6.1875                $1,237,500              $426.72
   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 March 29,1995 as reported by the Nasdaq National Market System.
  
  (2)    This Registration Statement registers 200,000 shares of Tissue Repair Division Common Stock under the 1990 Employee
         Stock Purchase Plan.
  
  </TABLE>
  
  
  <PAGE>   2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.  Incorporation of Documents by Reference.
  ------------------------------------------------
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated herein by reference:
  
           (a)     The Registrant's latest annual report on Form 10-K filed
  pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act").
  
           (b)     All other reports of the registrant filed pursuant to Section
  13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
  the annual report referred to in (a) above.
  
           (c)     The description of the Registrant's Tissue Repair Division
  Common Stock contained in the Registrant's Registration Statement on Form 8-A
  filed on September 9, 1994, as amended by Form 8-A/A filed on December 14,
  1994, including any further amendment or report filed hereafter for the purpose
  of updating such description.
  
           (d)     The description of the Registrant's Tissue Repair Division
  Common Stock Purchase Rights contained in the Registrant's Registration
  Statement on Form 8-A filed on November 28, 1994, including any amendment or
  report filed for the purpose of updating such description.
  
           All documents filed after the date of this Registration Statement by
  the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange
  Act and prior to the filing of a post-effective amendment that indicates that
  all shares of Tissue Repair Division Common Stock offered hereunder have been
  sold or which deregisters all shares of Tissue Repair Division Common Stock
  remaining unsold shall be deemed to be incorporated by reference herein and to
  be a part hereof from the date of the filing of such reports and documents.
  
  
  Item 4.  Description of Securities.
  ----------------------------------
  
           Not Applicable.
  
  
  Item 5.  Interests of Named Experts and Counsel.
  -----------------------------------------------
  
           The validity of the Tissue Repair Division Common Stock offered hereby
  will be passed upon for the Registrant by Palmer & Dodge, Boston,
  Massachusetts.  Peter Wirth, a partner of Palmer & Dodge, is Clerk of the
  Registrant.
  
  Item 6. Indemnification of Directors and Officers.
  -------------------------------------------------
  
           Section 67 of chapter 156B of the Massachusetts Business Corporation
  Law grants the Registrant the power to indemnify any director, officer,
  employee or agent to whatever extent permitted by the Registrant's Restated
  Articles of Organization, Bylaws or a vote adopted by the holders of a majority
  of the shares entitled to vote thereon, if such indemnitee acted (a) in good
  faith in the reasonable belief that
  
  
  
  
  
                                       - 2 -
  <PAGE>   3
  his action was in the best interests of the corporation or (b) to the extent
  that the matter for which indemnification is sought relates to service with
  respect to an employee benefit plan, in the best interests of the participants
  or beneficiaries of such employee benefit plan.  Such indemnification may
  include payment by the Registrant 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 the statute.
  
           Article VI of the Registrant's Bylaws provides that the Registrant
  shall, to the extent legally permissible, indemnify each person who may serve
  or who has served at any time as a director or officer of the corporation or of
  any of its subsidiaries, or who at the request of the corporation may serve or
  at any time has served as a director, officer or trustee of, or in a similar
  capacity with, another organization or an employee benefit plan, against all
  expenses and liabilities (including counsel fees, judgments, fines, excise
  taxes, penalties and amounts payable in settlements) reasonably incurred by or
  imposed upon such person in connection with any threatened, pending or
  completed action, suit or other proceeding, whether civil, criminal,
  administrative or investigative, in which he may become involved by reason of
  his serving or having served in such capacity (other than a proceeding
  voluntarily initiated by such person unless he is successful on the merits, the
  proceeding was authorized by the corporation or the proceeding seeks a
  declaratory judgment regarding his own conduct).  Such indemnification shall
  include payment by the Registrant 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 Article VI, which undertaking may be accepted without
  regard to the financial ability of such person to make repayment.
  
           The indemnification provided for in Article VI is a contract right
  inuring to the benefit of the directors, officers and others entitled to
  indemnification.  In addition, the indemnification is expressly not exclusive
  of any other rights to which such director, officer or other person may be
  entitled by contract or otherwise under law, and inures to the benefit of the
  heirs, executors and administrators of such a person.
  
           The Registrant also has in place agreements with certain officers and
  directors which affirm the Registrant's obligation to indemnify them to the
  fullest extent permitted by law and contain various procedural and other
  provisions which expand the protection afforded by the Registrant's Bylaws.
  
           Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business
  Corporation Law provides that a corporation may, in its Articles of
  Organization, eliminate the directors' personal liability to the corporation
  and its stockholders for monetary damages for breaches of fiduciary duty,
  except in circumstances involving (i) a breach of the director's duty of
  loyalty to the corporation or its stockholders, (ii) acts or omissions not in
  good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) unauthorized distributions and loans to insiders, and (iv)
  transactions from which the director derived an improper personal benefit.
  Section VI.C.5 of the Registrant's Restated Articles of Organization provides
  that no director shall be personally liable to the corporation or its
  stockholders for monetary damages for any breach of fiduciary duty as a
  director, except to the extent that such exculpation is not permitted under the
  Massachusetts Business Corporation Law as in effect when such liability is
  determined.
  
  Item 7. Exemption from Registration Claimed.
  -------------------------------------------
  
           Not Applicable.
  
  
  
  
  
                                       - 3 -
  <PAGE>   4
  Item 8. Exhibits.
  ----------------
  
  <TABLE>
  <CAPTION>
      Exhibit
      Number                                              Description
      -------                                             -----------
        <S>        <C>
        4.1        Articles of Organization of Genzyme Corporation.  Filed as Exhibit 3.1 to Genzyme
                   Corporation's Form 10-K 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
                   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 securities registered
                   hereunder.  Filed herewith.
  
       23.1        Consent of Coopers & Lybrand L.L.P., independent accountants.  Filed herewith.
  
       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 authorizing Power of Attorney.
                   Filed herewith.
  
       99.1        Genzyme Corporation 1990 Employee Stock Purchase Plan, as amended through December
                   12, 1994.  Filed as Annex IX to Genzyme Corporation's Registration Statement on
                   Form S-4 (File No. 33-83346) and incorporated herein by reference.
  </TABLE>
  
  
  
  
  
                                       - 4 -
  <PAGE>   5
  Item 9.  Undertakings.
  ---------------------
  
           (a)     The undersigned Registrant hereby undertakes:
  
                   (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 this Registration Statement (or the
  most recent post-effective amendment thereof) which, individually or in the
  aggregate, represents a fundamental change in the information set forth in this
  Registration Statement;
  
                            (iii)   To include any material information with
  respect to the plan of distribution not previously disclosed in this
  Registration Statement or any material change to such information in this
  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 this 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 that is incorporated by reference
  in this 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)     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 provisions referred to in Item 6
  hereof, 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 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,
  
  
  
                                       - 5 -
  <PAGE>   6
  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.
  
  
  
  
  
                                       - 6 -
  <PAGE>   7
                                     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 30th day of March, 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:
  
  <TABLE>
  <CAPTION>
                   SIGNATURE                            TITLE                            DATE
                   ---------                            -----                            ----
  <S>                                         <C>                                   <C>
  /s/ Henri A. Termeer                        Director and Principal                March 30, 1995
  ------------------------------------        Executive Officer
  Henri A. Termeer                            
  
  /s/ David J. McLachlan                      Principal Financial and               March 30, 1995
  ------------------------------------        Accounting Officer
  David J. McLachlan                          
  
  /s/ Constantine E. Anagnostopoulos          Director                              March 30, 1995
  ------------------------------------
  Constantine E. Anagnostopoulos
  
  /s/ Douglas A. Berthiaume                   Director                              March 30, 1995
  ------------------------------------
  Douglas A. Berthiaume
  </TABLE>
  
  
                                       - 7 -
  <PAGE>   8
  
  <TABLE>
  <CAPTION>
              SIGNATURE                        TITLE                                    DATE
              ---------                        -----                                    ----
  <S>                                         <C>                                   <C>
  /s/ Henry E. Blair                          Director                              March 30, 1995
  ------------------------------------
  Henry E. Blair
  
  
  /s/ Robert J. Carpenter                     Director                              March 30, 1995
  ------------------------------------
  Robert J. Carpenter
  
  
  /s/ Charles L. Cooney                       Director                              March 30, 1995
  ------------------------------------
  Charles L. Cooney
  
  
  /s/ Henry R. Lewis                          Director                              March 30, 1995
  ------------------------------------
  Henry R. Lewis
  </TABLE>
  
  
  
  
  
                                       - 8 -
  <PAGE>   9
                                   EXHIBIT INDEX
                                   -------------
  
  <TABLE>
  <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                     10
                 securities registered hereunder.
  
       23.1      Consent of Coopers & Lybrand L.L.P., independent                        11
                 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                        12
                 authorizing Power of Attorney.
  
       99.1      Genzyme Corporation 1990 Employee Stock Purchase Plan, as               *
                 amended through December 12, 1994.  Filed as Annex IX to
                 Genzyme Corporation's Registration Statement on Form S-4
                 (File No. 33-83346) and incorporated herein by reference.
  </TABLE>
  
  
  
  
  
                                       - 9 -
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "GENZYME CORPORATION FORM S-8", "secsgml_size_bytes": 22121}]
text: 1
  
       As filed with the Securities and Exchange Commission on March 31, 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         (I.R.S. Employer Identification No.)
           of incorporation)
                       
  
        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:
  
                                PETER WIRTH, 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          200,000 shares(2)               $ 6.1875                $1,237,500              $426.72
   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 March 29,1995 as reported by the Nasdaq National Market System.
  
  (2)    This Registration Statement registers 200,000 shares of Tissue Repair Division Common Stock under the 1990 Employee
         Stock Purchase Plan.
  2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  ------------------------------------------------
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated herein by reference:
  
           (a)     The Registrant's latest annual report on Form 10-K filed
  pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act").
  
           (b)     All other reports of the registrant filed pursuant to Section
  13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
  the annual report referred to in (a) above.
  
           (c)     The description of the Registrant's Tissue Repair Division
  Common Stock contained in the Registrant's Registration Statement on Form 8-A
  filed on September 9, 1994, as amended by Form 8-A/A filed on December 14,
  1994, including any further amendment or report filed hereafter for the purpose
  of updating such description.
  
           (d)     The description of the Registrant's Tissue Repair Division
  Common Stock Purchase Rights contained in the Registrant's Registration
  Statement on Form 8-A filed on November 28, 1994, including any amendment or
  report filed for the purpose of updating such description.
  
           All documents filed after the date of this Registration Statement by
  the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange
  Act and prior to the filing of a post-effective amendment that indicates that
  all shares of Tissue Repair Division Common Stock offered hereunder have been
  sold or which deregisters all shares of Tissue Repair Division Common Stock
  remaining unsold shall be deemed to be incorporated by reference herein and to
  be a part hereof from the date of the filing of such reports and documents.
  
  Item 4.  Description of Securities.
  ----------------------------------
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  -----------------------------------------------
  
           The validity of the Tissue Repair Division Common Stock offered hereby
  will be passed upon for the Registrant by Palmer & Dodge, Boston,
  Massachusetts.  Peter Wirth, a partner of Palmer & Dodge, is Clerk of the
  Registrant.
  
  Item 6. Indemnification of Directors and Officers.
  -------------------------------------------------
  
           Section 67 of chapter 156B of the Massachusetts Business Corporation
  Law grants the Registrant the power to indemnify any director, officer,
  employee or agent to whatever extent permitted by the Registrant's Restated
  Articles of Organization, Bylaws or a vote adopted by the holders of a majority
  of the shares entitled to vote thereon, if such indemnitee acted (a) in good
  faith in the reasonable belief that
  
                                       - 2 -
  3
  his action was in the best interests of the corporation or (b) to the extent
  that the matter for which indemnification is sought relates to service with
  respect to an employee benefit plan, in the best interests of the participants
  or beneficiaries of such employee benefit plan.  Such indemnification may
  include payment by the Registrant 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 the statute.
  
           Article VI of the Registrant's Bylaws provides that the Registrant
  shall, to the extent legally permissible, indemnify each person who may serve
  or who has served at any time as a director or officer of the corporation or of
  any of its subsidiaries, or who at the request of the corporation may serve or
  at any time has served as a director, officer or trustee of, or in a similar
  capacity with, another organization or an employee benefit plan, against all
  expenses and liabilities (including counsel fees, judgments, fines, excise
  taxes, penalties and amounts payable in settlements) reasonably incurred by or
  imposed upon such person in connection with any threatened, pending or
  completed action, suit or other proceeding, whether civil, criminal,
  administrative or investigative, in which he may become involved by reason of
  his serving or having served in such capacity (other than a proceeding
  voluntarily initiated by such person unless he is successful on the merits, the
  proceeding was authorized by the corporation or the proceeding seeks a
  declaratory judgment regarding his own conduct).  Such indemnification shall
  include payment by the Registrant 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 Article VI, which undertaking may be accepted without
  regard to the financial ability of such person to make repayment.
  
           The indemnification provided for in Article VI is a contract right
  inuring to the benefit of the directors, officers and others entitled to
  indemnification.  In addition, the indemnification is expressly not exclusive
  of any other rights to which such director, officer or other person may be
  entitled by contract or otherwise under law, and inures to the benefit of the
  heirs, executors and administrators of such a person.
  
           The Registrant also has in place agreements with certain officers and
  directors which affirm the Registrant's obligation to indemnify them to the
  fullest extent permitted by law and contain various procedural and other
  provisions which expand the protection afforded by the Registrant's Bylaws.
  
           Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business
  Corporation Law provides that a corporation may, in its Articles of
  Organization, eliminate the directors' personal liability to the corporation
  and its stockholders for monetary damages for breaches of fiduciary duty,
  except in circumstances involving (i) a breach of the director's duty of
  loyalty to the corporation or its stockholders, (ii) acts or omissions not in
  good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) unauthorized distributions and loans to insiders, and (iv)
  transactions from which the director derived an improper personal benefit.
  Section VI.C.5 of the Registrant's Restated Articles of Organization provides
  that no director shall be personally liable to the corporation or its
  stockholders for monetary damages for any breach of fiduciary duty as a
  director, except to the extent that such exculpation is not permitted under the
  Massachusetts Business Corporation Law as in effect when such liability is
  determined.
  
  Item 7. Exemption from Registration Claimed.
  -------------------------------------------
  
           Not Applicable.
  
                                       - 3 -
  4
  Item 8. Exhibits.
  ----------------
  Exhibit
      Number                                              Description
      -------                                             -----------
  4.1        Articles of Organization of Genzyme Corporation.  Filed as Exhibit 3.1 to Genzyme
                   Corporation's Form 10-K 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
                   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 securities registered
                   hereunder.  Filed herewith.
  
       23.1        Consent of Coopers & Lybrand L.L.P., independent accountants.  Filed herewith.
  
       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 authorizing Power of Attorney.
                   Filed herewith.
  
       99.1        Genzyme Corporation 1990 Employee Stock Purchase Plan, as amended through December
                   12, 1994.  Filed as Annex IX to Genzyme Corporation's Registration Statement on
                   Form S-4 (File No. 33-83346) and incorporated herein by reference.
  - 4 -
  5
  Item 9.  Undertakings.
  ---------------------
  
           (a)     The undersigned Registrant hereby undertakes:
  
                   (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 this Registration Statement (or the
  most recent post-effective amendment thereof) which, individually or in the
  aggregate, represents a fundamental change in the information set forth in this
  Registration Statement;
  
                            (iii)   To include any material information with
  respect to the plan of distribution not previously disclosed in this
  Registration Statement or any material change to such information in this
  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 this 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 that is incorporated by reference
  in this 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)     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 provisions referred to in Item 6
  hereof, 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 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,
  
                                       - 5 -
  6
  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.
  
                                       - 6 -
  7
                                     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 30th day of March, 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                March 30, 1995
  ------------------------------------        Executive Officer
  Henri A. Termeer                            
  
  /s/ David J. McLachlan                      Principal Financial and               March 30, 1995
  ------------------------------------        Accounting Officer
  David J. McLachlan                          
  
  /s/ Constantine E. Anagnostopoulos          Director                              March 30, 1995
  ------------------------------------
  Constantine E. Anagnostopoulos
  
  /s/ Douglas A. Berthiaume                   Director                              March 30, 1995
  ------------------------------------
  Douglas A. Berthiaume
  - 7 -
  8
  SIGNATURE                        TITLE                                    DATE
              ---------                        -----                                    ----
  /s/ Henry E. Blair                          Director                              March 30, 1995
  ------------------------------------
  Henry E. Blair
  
  /s/ Robert J. Carpenter                     Director                              March 30, 1995
  ------------------------------------
  Robert J. Carpenter
  
  /s/ Charles L. Cooney                       Director                              March 30, 1995
  ------------------------------------
  Charles L. Cooney
  
  /s/ Henry R. Lewis                          Director                              March 30, 1995
  ------------------------------------
  Henry R. Lewis
  - 8 -
  9
                                   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                     10
                 securities registered hereunder.
  
       23.1      Consent of Coopers & Lybrand L.L.P., independent                        11
                 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                        12
                 authorizing Power of Attorney.
  
       99.1      Genzyme Corporation 1990 Employee Stock Purchase Plan, as               *
                 amended through December 12, 1994.  Filed as Annex IX to
                 Genzyme Corporation's Registration Statement on Form S-4
                 (File No. 33-83346) and incorporated herein by reference.
  - 9 -