content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on August 12, 1996
                                                       REGISTRATION NO. 333- 
  - --------------------------------------------------------------------------------
  ================================================================================
  
                         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
      of incorporation)                                       Identification No.)
  
                 ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
                      (Address of Principal Executive Offices)
                             ---------------------------
  
  
                             1990 EQUITY INCENTIVE 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 P. MANNING, ESQUIRE
                                   Palmer & Dodge
                                  One Beacon Street
                             Boston, Massachusetts 02108
                                   (617) 573-0100
  
                             ---------------------------
  
  <TABLE>
                                                   CALCULATION OF REGISTRATION FEE
  - ------------------------------------------------------------------------------------------------------------------------------------
  <CAPTION>
                                                                        Proposed             Proposed maximum
  Title of each class of securities to       Amount to be           maximum offering        aggregate offering         Amount of
            be registered                     registered           price per share(1)            price(1)          registration fee
  <S>                                  <C>                               <C>                    <C>                    <C>
  - ------------------------------------------------------------------------------------------------------------------------------------
  General Division Common              4,602,000 shares(2)(3)            $23.19                 $106,720,380           $36,800.13
  Stock, $0.01 par value
  - ------------------------------------------------------------------------------------------------------------------------------------
  Tissue Repair Division Common        1,300,000 shares(3)               $ 8.56                 $11,128,000            $3,837.24
  Stock, $0.01 par value
  - ------------------------------------------------------------------------------------------------------------------------------------
  <FN>
  (1)      Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h) and based upon 
           the average of the high and low sale prices on August 9, 1996 in the case of the General Division Common Stock, and on
           August 5, 1996 in the case of the Tissue Repair Division Common Stock, each as reported by the Nasdaq National Market 
           System.
  (2)      After giving effect to a two-for-one stock split of shares of General Division Common Stock effective on July 25, 1996.
  (3)      This Registration Statement registers an additional 4,602,000 shares of General Division Common Stock under the 1990 Equity
           Incentive Plan (the "Plan"). An aggregate of 15,398,770 shares (as adjusted to reflect the stock split referred to above)
           of General Division Common Stock ("General Stock", formerly Common Stock) and 2,000,000 shares of Tissue Repair Division 
           Common Stock ("TR Stock") have previously been registered under the Plan (SEC File Nos. 33-8881, 33-15616, 33-26329, 
           33-29918, 33-35067, 33-37236, 33-41933, 33-55656, 33-68188, 33-58359 and 33-60437). Pursuant to Rule 416 under the 
           Securities Act of 1933, the above listed registration statements also cover shares of TR Stock issuable under the Plan to
           the holders of options to purchase General Stock 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
  
  
                                       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 General Division Common Stock
  contained in the Registrant's Registration Statement on Form 8-B filed on
  February 28, 1992, as amended by Form 8-B/A filed on March 31, 1995, including
  any further amendment or report filed hereafter for the purpose of updating such
  description.
  
       (d) The description of the Registrant's General Division Common Stock
  Purchase Rights contained in the Registrant's Registration Statement on Form 8-A
  filed on March 23, 1989, as amended by Form 8-A/A filed on November 28, 1994,
  including any further amendment or report filed hereafter for the purpose of
  updating such description.
  
       (e) The description of the Registrant's Tissue Repair Division Common Stock
  filed 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.
  
       (f) 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 hereafter
  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(d), 14 and 15(d) of the Exchange Act
  and prior to the filing of a post-effective amendment that indicates that all
  shares of General Division Common Stock ("General Stock") and Tissue Repair
  Division Common Stock ("TR Stock") offered hereunder have been sold or which
  deregisters all shares of General Stock and TR 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.
  
  
                                        - 2 -
  
  <PAGE>   3
  
  
  
  
  Item 5. Interests of Named Experts and Counsel.
  - ----------------------------------------------
  
       The validity of the General Stock offered hereby will be passed upon for
  the Registrant by Palmer & Dodge LLP, counsel for the Registrant. Peter Wirth, a
  partner in Palmer & Dodge LLP, is a Senior Vice President, the General Counsel
  and the Clerk of the Registrant. As of August 1, 1996, Mr. Wirth beneficially
  owned 11,720 and 3,520 shares of General Stock and the Registrant's Tissue
  Repair Division Common Stock, respectively, including shares subject to options
  exercisable within 60 days.
  
  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 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
  
                                        - 3 -
  
  <PAGE>   4
  
  
  
  various procedural and other provisions which expand the protection afforded by
  the Registrant's Bylaws.
  
       Section 13(b)(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.
  
  Item 8. Exhibits.
  - ----------------
  
       See Exhibit Index immediately following the signature page.
  
  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.
  
  
                                        - 4 -
  
  <PAGE>   5
  
  
  
            (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 herein, 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, 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.
  
  
                                        - 5 -
  
  <PAGE>   6
  
  
  
                                     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
  12th day of August, 1996.
  
                                              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, 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.
  
  <TABLE>
       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                 August 12, 1996
  - ------------------------------------------          Executive Officer
  Henri A. Termeer                                    
  
  /s/ David J. McLachlan                              Principal Financial and                August 12, 1996
  - ------------------------------------------          Accounting Officer
  David J. McLachlan                                  
  
  /s/ Constantine E. Anagnostopoulos                  Director                               August 12, 1996
  - ------------------------------------------
  Constantine E. Anagnostopoulos
  
  /s/ Douglas A. Berthiaume                           Director                               August 12, 1996
  - ------------------------------------------
  Douglas A. Berthiaume
  
  /s/ Henry E. Blair                                  Director                               August 12, 1996
  - ------------------------------------------
  Henry E. Blair
  
  /s/ Robert J. Carpenter                             Director                               August 12, 1996
  - ------------------------------------------
  Robert J. Carpenter
  
  /s/ Charles L. Cooney                               Director                               August 12, 1996
  - ------------------------------------------
  Charles L. Cooney
  
  /s/ Henry R. Lewis                                  Director                               August 12, 1996
  - ------------------------------------------
  Henry R. Lewis
  
  </TABLE>
                                         - 6 -
  
  <PAGE>   7
  
  
  
                                  EXHIBIT INDEX
                                  -------------
  
  
  EXHIBIT                                                                   Page
  NUMBER                         Description                               Number
  - ------                         -----------                               ------
  
     5.1       Opinion of Palmer & Dodge LLP as to the legality of the        8
               securities registered hereunder.  Filed herewith.
    
    23.1       Consent of Coopers & Lybrand L.L.P., independent               9
               accountants.  Filed herewith.
    
    23.2       Consent of Palmer & Dodge (contained in Exhibit 5.1).          *
    
    99.1       Genzyme Corporation 1990 Equity Incentive Plan, as            10
               amended through May 16, 1996.  Filed herewith.
    
    
  
                                      - 7 -
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "GENZYME CORP. 1990 EQUITY INCENTIVE PLAN", "secsgml_size_bytes": 21380}]
metadata_filer: {"company-data": {"conformed-name": "GENZYME CORP", "cik": "0000732485", "assigned-sic": "2836", "irs-number": "061047163", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10003", "film-number": "96608966"}, "business-address": {"street1": "ONE KENDALL SQ", "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 August 12, 1996
                                                       REGISTRATION NO. 333- 
  - --------------------------------------------------------------------------------
  ================================================================================
  
                         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
      of incorporation)                                       Identification No.)
  
                 ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
                      (Address of Principal Executive Offices)
                             ---------------------------
  
                             1990 EQUITY INCENTIVE 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 P. MANNING, ESQUIRE
                                   Palmer & Dodge
                                  One Beacon Street
                             Boston, Massachusetts 02108
                                   (617) 573-0100
  
                             ---------------------------
  
                                                   CALCULATION OF REGISTRATION FEE
  - ------------------------------------------------------------------------------------------------------------------------------------
  Proposed             Proposed maximum
  Title of each class of securities to       Amount to be           maximum offering        aggregate offering         Amount of
            be registered                     registered           price per share(1)            price(1)          registration fee
  - ------------------------------------------------------------------------------------------------------------------------------------
  General Division Common              4,602,000 shares(2)(3)            $23.19                 $106,720,380           $36,800.13
  Stock, $0.01 par value
  - ------------------------------------------------------------------------------------------------------------------------------------
  Tissue Repair Division Common        1,300,000 shares(3)               $ 8.56                 $11,128,000            $3,837.24
  Stock, $0.01 par value
  - ------------------------------------------------------------------------------------------------------------------------------------
  (1)      Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h) and based upon 
           the average of the high and low sale prices on August 9, 1996 in the case of the General Division Common Stock, and on
           August 5, 1996 in the case of the Tissue Repair Division Common Stock, each as reported by the Nasdaq National Market 
           System.
  (2)      After giving effect to a two-for-one stock split of shares of General Division Common Stock effective on July 25, 1996.
  (3)      This Registration Statement registers an additional 4,602,000 shares of General Division Common Stock under the 1990 Equity
           Incentive Plan (the "Plan"). An aggregate of 15,398,770 shares (as adjusted to reflect the stock split referred to above)
           of General Division Common Stock ("General Stock", formerly Common Stock) and 2,000,000 shares of Tissue Repair Division 
           Common Stock ("TR Stock") have previously been registered under the Plan (SEC File Nos. 33-8881, 33-15616, 33-26329, 
           33-29918, 33-35067, 33-37236, 33-41933, 33-55656, 33-68188, 33-58359 and 33-60437). Pursuant to Rule 416 under the 
           Securities Act of 1933, the above listed registration statements also cover shares of TR Stock issuable under the Plan to
           the holders of options to purchase General Stock 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
  
                                       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 General Division Common Stock
  contained in the Registrant's Registration Statement on Form 8-B filed on
  February 28, 1992, as amended by Form 8-B/A filed on March 31, 1995, including
  any further amendment or report filed hereafter for the purpose of updating such
  description.
  
       (d) The description of the Registrant's General Division Common Stock
  Purchase Rights contained in the Registrant's Registration Statement on Form 8-A
  filed on March 23, 1989, as amended by Form 8-A/A filed on November 28, 1994,
  including any further amendment or report filed hereafter for the purpose of
  updating such description.
  
       (e) The description of the Registrant's Tissue Repair Division Common Stock
  filed 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.
  
       (f) 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 hereafter
  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(d), 14 and 15(d) of the Exchange Act
  and prior to the filing of a post-effective amendment that indicates that all
  shares of General Division Common Stock ("General Stock") and Tissue Repair
  Division Common Stock ("TR Stock") offered hereunder have been sold or which
  deregisters all shares of General Stock and TR 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.
  
                                        - 2 -
  3
  
  Item 5. Interests of Named Experts and Counsel.
  - ----------------------------------------------
  
       The validity of the General Stock offered hereby will be passed upon for
  the Registrant by Palmer & Dodge LLP, counsel for the Registrant. Peter Wirth, a
  partner in Palmer & Dodge LLP, is a Senior Vice President, the General Counsel
  and the Clerk of the Registrant. As of August 1, 1996, Mr. Wirth beneficially
  owned 11,720 and 3,520 shares of General Stock and the Registrant's Tissue
  Repair Division Common Stock, respectively, including shares subject to options
  exercisable within 60 days.
  
  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 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
  
                                        - 3 -
  4
  
  various procedural and other provisions which expand the protection afforded by
  the Registrant's Bylaws.
  
       Section 13(b)(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.
  
  Item 8. Exhibits.
  - ----------------
  
       See Exhibit Index immediately following the signature page.
  
  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.
  
                                        - 4 -
  5
  
            (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 herein, 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, 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.
  
                                        - 5 -
  6
  
                                     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
  12th day of August, 1996.
  
                                              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, 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                 August 12, 1996
  - ------------------------------------------          Executive Officer
  Henri A. Termeer                                    
  
  /s/ David J. McLachlan                              Principal Financial and                August 12, 1996
  - ------------------------------------------          Accounting Officer
  David J. McLachlan                                  
  
  /s/ Constantine E. Anagnostopoulos                  Director                               August 12, 1996
  - ------------------------------------------
  Constantine E. Anagnostopoulos
  
  /s/ Douglas A. Berthiaume                           Director                               August 12, 1996
  - ------------------------------------------
  Douglas A. Berthiaume
  
  /s/ Henry E. Blair                                  Director                               August 12, 1996
  - ------------------------------------------
  Henry E. Blair
  
  /s/ Robert J. Carpenter                             Director                               August 12, 1996
  - ------------------------------------------
  Robert J. Carpenter
  
  /s/ Charles L. Cooney                               Director                               August 12, 1996
  - ------------------------------------------
  Charles L. Cooney
  
  /s/ Henry R. Lewis                                  Director                               August 12, 1996
  - ------------------------------------------
  Henry R. Lewis
  - 6 -
  7
  
                                  EXHIBIT INDEX
                                  -------------
  
  EXHIBIT                                                                   Page
  NUMBER                         Description                               Number
  - ------                         -----------                               ------
  
     5.1       Opinion of Palmer & Dodge LLP as to the legality of the        8
               securities registered hereunder.  Filed herewith.
    
    23.1       Consent of Coopers & Lybrand L.L.P., independent               9
               accountants.  Filed herewith.
    
    23.2       Consent of Palmer & Dodge (contained in Exhibit 5.1).          *
    
    99.1       Genzyme Corporation 1990 Equity Incentive Plan, as            10
               amended through May 16, 1996.  Filed herewith.
    
    
  
                                      - 7 -