content: <PAGE>   1
      As filed with the Securities and Exchange Commission on June 21, 1995
  
                                                   REGISTRATION NO. 33- __________
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                _________________
                                        
                                     FORM S-8
                                        
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
                                _________________
                                        
                               GENZYME CORPORATION
              (Exact name of registrant as specified in its charter)
  <TABLE>
  <S>                                                             <C>
                  MASSACHUSETTS                                                 06-1047163
  (State or other jurisdiction of incorporation)                  (I.R.S. Employer Identification No.)
  </TABLE>
  
                ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
                     (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 MANNING, ESQUIRE
                                  Palmer & Dodge
                                One Beacon Street
                           Boston, Massachusetts 02108
                                  (617) 573-0304
                                _________________
  
  <TABLE>
                                          CALCULATION OF REGISTRATION FEE
  - ---------------------------------------------------------------------------------------------------------------
  <CAPTION>
       Title of each class of          Amount to be       Proposed maximum     Proposed maximum       Amount of
    securities to be registered         registered         offering price     aggregate offering     registration
                                                            per share(1)           price(1)              fee
  - ---------------------------------------------------------------------------------------------------------------
   <S>                                <C>                    <C>                 <C>                  <C>
   General Division Common            1,100,000 shares(2)    $39.625             $43,587,500          $15,030.18
   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 June 19, 1995 as reported by the Nasdaq National Market System.
  (2)      This Registration Statement registers an additional 1,100,000 shares of General Division Common Stock under the 1990 Equity
           Incentive Plan.  An aggregate of 6,599,385 shares 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 such plan
           (SEC File Nos. 33-8881, 33-15616, 33-26329, 33-29918, 33-35067, 33-37236, 33-41933, 33-55656, 33-68188 and 33-58359). 
           Pursuant to Rule 416 under the Securities Act of 1933, the above listed registration statements also cover shares of TR
           Stock issuable under such plan to the holders of 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 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 General Division Common Stock offered hereunder have been sold or
  which deregisters all shares of General 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 General 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 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
  
  
  
  
                                       - 2 -
  <PAGE>   3
  
  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)(11/2) 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 signature pages.
  
  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:
  
  
  
                                       - 3 -
  <PAGE>   4
                  (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, 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.
  
  
  
                                       - 4 -
  <PAGE>   5
                                    SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this
  19th day of June, 1995. 
  
                                                 GENZYME CORPORATION
  
  
                                                 By  /s/ Henri A. Termeer       
                                                     ----------------------------
                                                     Henri A. Termeer, President 
                                         
  <TABLE>
                                 POWER OF ATTORNEY
  
          We, the undersigned officers and directors of Genzyme Corporation,
  hereby severally constitute and appoint Henri A. Termeer, David J. McLachlan,
  Mark A. Hofer, Evan M. Lebson and Peter Wirth, and each of them singly, our true
  and lawful attorneys-in-fact, with full power to them in any and all capacities,
  to sign any and all amendments to this Registration Statement on Form S-8
  (including any post-effective amendments thereto), and to file the same, with
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, hereby ratifying and confirming all that
  each of said attorneys-in-fact may do or cause to be done by virtue hereof.
  
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated:
  
  <CAPTION>
         SIGNATURE                                   TITLE                               DATE
         ---------                                   -----                               ----
  <S>                                         <C>                                   <C>
  /s/ Henri A. Termeer                        Director and Principal                June 19, 1995
  - --------------------------------------      Executive Officer                     
                                                                                    
                                                                                    
  /s/ David J. McLachlan                      Principal Financial and               June 19, 1995
  - --------------------------------------      Accounting Officer                    
                                                                                    
                                                                                    
  /s/ Constantine E. Anagnostopoulos          Director                              June 19, 1995
  - --------------------------------------                                                                                        
                                                                                    
  /s/ Douglas A. Berthiaume                   Director                              June 19, 1995
  - --------------------------------------                                                                                        
                                                                                    
  /s/ Henry E. Blair                          Director                              June 19, 1995
  - --------------------------------------                                                                                        
                                                                                    
  /s/ Robert J. Carpenter                     Director                              June 19, 1995
  - --------------------------------------                                                                                        
                                                                                    
  /s/ Charles L. Cooney                       Director                              June 19, 1995
  - --------------------------------------                                                                                        
                                                                                    
  /s/ Henry R. Lewis                          Director                              June 19, 1995
  - --------------------------------------                                                                                        
  
  </TABLE>
  
                                       - 5 -
  <PAGE>   6
  <TABLE>
                                   EXHIBIT INDEX
  <CAPTION>
  
  EXHIBIT                                                                         PAGE
   NUMBER                           DESCRIPTION                                  NUMBER
  - -------                           -----------                                  ------
     <S>       <C>                                                                 <C>
      4.1      Articles of Organization of Genzyme Corporation.  Filed as           *
               Exhibit 3.1 to Genzyme Corporation's Form 10-K dated for            
               the year ended December 31, 1994 (File No. 0-14680) and             
               incorporated herein by reference.                                   
  
      4.2      By-laws of Genzyme Corporation.  Filed as Exhibit 3.2 to             *
               Genzyme Corporation's Form 8-K dated December 31, 1991              
               (File  No. 0-14680) and incorporated herein by reference.           
                                                                                   
      4.3      Amended and Restated Rights Agreement, dated as of October           *
               13, 1994 between Genzyme Corporation and American Stock             
               Transfer and Trust Company.  Filed as Exhibit 4 to the              
               Genzyme Corporation's Current Report on Form 8-K filed on           
               December 30, 1994 (File No. 0-14680) and incorporated               
               herein by reference.                                                
                                                                                   
      5.1      Opinion of Palmer & Dodge as to the legality of the                  7
               securities registered hereunder.  Filed herewith.                   
  
     23.1      Consent of Coopers & Lybrand L.L.P., independent                     8
               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                     9
               authorizing Power of Attorney.  Filed herewith.                     
                                                                                   
     99.1      Genzyme Corporation 1990 Equity Incentive Plan, as amended          10
               through May 18, 1995.  Filed herewith.                              
     
  
  </TABLE>
  
  
                                       - 6 -
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR GENZYME CORPORATION", "secsgml_size_bytes": 22895}]
metadata_filer: {"company-data": {"conformed-name": "GENZYME CORP", "cik": "0000732485", "assigned-sic": "2834", "irs-number": "061047163", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60437", "film-number": "95548296"}, "business-address": {"street1": "ONE KENDALL SQUARE", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6172527500"}, "mail-address": {"street1": "ONE KENDALL SQUARE", "city": "CAMBRIDGE", "state": "MA", "zip": "02139"}}
text: 1
      As filed with the Securities and Exchange Commission on June 21, 1995
  
                                                   REGISTRATION NO. 33- __________
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                _________________
                                        
                                     FORM S-8
                                        
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
                                _________________
                                        
                               GENZYME CORPORATION
              (Exact name of registrant as specified in its charter)
  MASSACHUSETTS                                                 06-1047163
  (State or other jurisdiction of incorporation)                  (I.R.S. Employer Identification No.)
  ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
                     (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 MANNING, ESQUIRE
                                  Palmer & Dodge
                                One Beacon Street
                           Boston, Massachusetts 02108
                                  (617) 573-0304
                                _________________
  
                                          CALCULATION OF REGISTRATION FEE
  - ---------------------------------------------------------------------------------------------------------------
  Title of each class of          Amount to be       Proposed maximum     Proposed maximum       Amount of
    securities to be registered         registered         offering price     aggregate offering     registration
                                                            per share(1)           price(1)              fee
  - ---------------------------------------------------------------------------------------------------------------
  General Division Common            1,100,000 shares(2)    $39.625             $43,587,500          $15,030.18
   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 June 19, 1995 as reported by the Nasdaq National Market System.
  (2)      This Registration Statement registers an additional 1,100,000 shares of General Division Common Stock under the 1990 Equity
           Incentive Plan.  An aggregate of 6,599,385 shares 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 such plan
           (SEC File Nos. 33-8881, 33-15616, 33-26329, 33-29918, 33-35067, 33-37236, 33-41933, 33-55656, 33-68188 and 33-58359). 
           Pursuant to Rule 416 under the Securities Act of 1933, the above listed registration statements also cover shares of TR
           Stock issuable under such plan to the holders of 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 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 General Division Common Stock offered hereunder have been sold or
  which deregisters all shares of General 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 General 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 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
  
                                       - 2 -
  3
  
  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)(11/2) 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 signature pages.
  
  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:
  
                                       - 3 -
  4
                  (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, 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.
  
                                       - 4 -
  5
                                    SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this
  19th day of June, 1995. 
  
                                                 GENZYME CORPORATION
  
                                                 By  /s/ Henri A. Termeer       
                                                     ----------------------------
                                                     Henri A. Termeer, President 
                                         
  
                                 POWER OF ATTORNEY
  
          We, the undersigned officers and directors of Genzyme Corporation,
  hereby severally constitute and appoint Henri A. Termeer, David J. McLachlan,
  Mark A. Hofer, Evan M. Lebson and Peter Wirth, and each of them singly, our true
  and lawful attorneys-in-fact, with full power to them in any and all capacities,
  to sign any and all amendments to this Registration Statement on Form S-8
  (including any post-effective amendments thereto), and to file the same, with
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, hereby ratifying and confirming all that
  each of said attorneys-in-fact may do or cause to be done by virtue hereof.
  
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated:
  SIGNATURE                                   TITLE                               DATE
         ---------                                   -----                               ----
  /s/ Henri A. Termeer                        Director and Principal                June 19, 1995
  - --------------------------------------      Executive Officer                     
                                                                                    
                                                                                    
  /s/ David J. McLachlan                      Principal Financial and               June 19, 1995
  - --------------------------------------      Accounting Officer                    
                                                                                    
                                                                                    
  /s/ Constantine E. Anagnostopoulos          Director                              June 19, 1995
  - --------------------------------------                                                                                        
                                                                                    
  /s/ Douglas A. Berthiaume                   Director                              June 19, 1995
  - --------------------------------------                                                                                        
                                                                                    
  /s/ Henry E. Blair                          Director                              June 19, 1995
  - --------------------------------------                                                                                        
                                                                                    
  /s/ Robert J. Carpenter                     Director                              June 19, 1995
  - --------------------------------------                                                                                        
                                                                                    
  /s/ Charles L. Cooney                       Director                              June 19, 1995
  - --------------------------------------                                                                                        
                                                                                    
  /s/ Henry R. Lewis                          Director                              June 19, 1995
  - --------------------------------------
  - 5 -
  6
  
                                   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                  7
               securities registered hereunder.  Filed herewith.                   
  
     23.1      Consent of Coopers & Lybrand L.L.P., independent                     8
               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                     9
               authorizing Power of Attorney.  Filed herewith.                     
                                                                                   
     99.1      Genzyme Corporation 1990 Equity Incentive Plan, as amended          10
               through May 18, 1995.  Filed herewith.
  - 6 -