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)
  
                             ---------------------------
  
  
                        DIRECTORS' DEFERRED COMPENSATION 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 LLP
                                  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              price             registration fee
  - -----------------------------------------------------------------------------------------------------------------------------------
  <S>                                  <C>                        <C>                     <C>                     <C>
  General Division Common
  Stock, $0.01 par value               50,000 shares(1)           $23.19(2)               $1,159,500(2)           $399.83
  - -----------------------------------------------------------------------------------------------------------------------------------
  Tissue Repair Division Common
  Stock, $0.01 par value               100,000 shares             $ 8.56(2)               $  856,000(2)           $295.17
  - -----------------------------------------------------------------------------------------------------------------------------------
  
  <FN>
  (1)              After giving effect to the two-for-one stock split of shares of General Division Common Stock effective on July 25,
                   1996.
  (2)              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.
  
  </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.
  - ----------------------------------------------
  
         Not Applicable.
  
  
  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 various procedural and other
  provisions which expand the protection afforded by the Registrant's Bylaws.
  
  
                                          3
  
  <PAGE>   4
  
  
  
         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.
  
            (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.
  
                                          4
  
  <PAGE>   5
  
  
  
  
            (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, Mark A.
  Hofer, Evan M. Lebson, Peter Wirth and Mark J. Enyedy, 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 Number                   Description                         Page Number
  - --------------                   -----------                         -----------
  
     5.1          Opinion of Palmer & Dodge LLP as to the legality of       8
                  the securities registered hereunder.
    
    23.1          Consent of Coopers & Lybrand L.L.P., independent          9
                  accountants.
    
    23.2          Consent of Palmer & Dodge LLP (contained in Exhibit
                  5.1).
    
    99.1          Genzyme Corporation Directors' Deferred                   10
                  Compensation Plan, as amended through May 16,
                  1996.
    
  
  
                                          7
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "GENZYME CORPORATION DIRECTORS DEFFERED COMP. PLAN", "secsgml_size_bytes": 19736}]
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": "333-10005", "film-number": "96608969"}, "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)
  
                             ---------------------------
  
                        DIRECTORS' DEFERRED COMPENSATION 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 LLP
                                  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              price             registration fee
  - -----------------------------------------------------------------------------------------------------------------------------------
  General Division Common
  Stock, $0.01 par value               50,000 shares(1)           $23.19(2)               $1,159,500(2)           $399.83
  - -----------------------------------------------------------------------------------------------------------------------------------
  Tissue Repair Division Common
  Stock, $0.01 par value               100,000 shares             $ 8.56(2)               $  856,000(2)           $295.17
  - -----------------------------------------------------------------------------------------------------------------------------------
  (1)              After giving effect to the two-for-one stock split of shares of General Division Common Stock effective on July 25,
                   1996.
  (2)              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
  
                                       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.
  - ----------------------------------------------
  
         Not Applicable.
  
  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 various procedural and other
  provisions which expand the protection afforded by the Registrant's Bylaws.
  
                                          3
  4
  
         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.
  
            (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.
  
                                          4
  5
  
            (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, Mark A.
  Hofer, Evan M. Lebson, Peter Wirth and Mark J. Enyedy, 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 Number                   Description                         Page Number
  - --------------                   -----------                         -----------
  
     5.1          Opinion of Palmer & Dodge LLP as to the legality of       8
                  the securities registered hereunder.
    
    23.1          Consent of Coopers & Lybrand L.L.P., independent          9
                  accountants.
    
    23.2          Consent of Palmer & Dodge LLP (contained in Exhibit
                  5.1).
    
    99.1          Genzyme Corporation Directors' Deferred                   10
                  Compensation Plan, as amended through May 16,
                  1996.
    
  
                                          7