<PAGE>   1
As filed with the Securities and Exchange Commission on August 8, 1997
                                                     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)

<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)

                           ---------------------------

                         1988 DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

                                PETER WIRTH, ESQ.
                               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, ESQ.
                               Palmer & Dodge LLP
                                One Beacon Street
                           Boston, Massachusetts 02108
                                 (617) 573-0100
                           ---------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<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>
Genzyme General Division
Common Stock, $0.01 par value            33,600 shares              $27.63(1)               $928,368               $281.32
-----------------------------------------------------------------------------------------------------------------------------------
Genzyme Tissue Repair Division
Common  Stock, $0.01 par value           30,000 shares              $10.16(1)               $304,800               $ 92.36
-----------------------------------------------------------------------------------------------------------------------------------
Genzyme Molecular Oncology 
Division Common Stock, $0.01             70,000 shares              $ 5.04(2)               $352,800               $106.91
par value
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   2
(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 1, 1997 in the case of the Genzyme
          General Division Common Stock ("GGD Stock"), and on August 6, 1997 in
          the case of the Genzyme Tissue Repair Division Common Stock ("GTR
          Stock"), each as reported by the Nasdaq National Market System.

(2)       Estimated solely for the purpose of determining the registration fee
          and computed pursuant to Rule 457(h)(1) of the Securities Act of 1933,
          as amended. Pusuant to Rule 457(h)(1), the maximum aggregate offering
          price of the Genzyme Molecular Oncology Division Common Stock ("GMO
          Stock") offered hereby is equal to the pro forma book value of such
          shares computed as of June 30, 1997.
<PAGE>   3
                                     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 Genzyme General Division Common Stock ("GGD
Stock"), Genzyme Tissue Repair Division Common Stock ("GTR Stock"), Genzyme
Molecular Oncology Division General Stock ("GMO Stock"), GGD Stock Purchase
Rights, GTR Stock Purchase Rights and GMO Stock Purchase Rights contained in the
Registrant's Registration Statement on Form 8-A filed on June 18, 1997,
including any further 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(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment that indicates that all
shares of GMO Stock, offered hereunder have been sold or which deregisters all
shares of GMO 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.

         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, By-Laws 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.


                                        3
<PAGE>   4
         Article VI of the Registrant's By-Laws 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 By-Laws.

         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:


                                        4
<PAGE>   5
           (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i)    To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                 (ii)   To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in this
Registration Statement;

                 (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

           (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered 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 8th
day of August, 1997.
                                  GENZYME CORPORATION

                                  By:  /s/ David J. McLachlan
                                     -----------------------------------
                                      David J. McLachlan
                                      Executive Vice President, Finance
                                      and Chief Financial Officer


                                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:

<TABLE>
<CAPTION>
             SIGNATURE                        TITLE                    DATE
             ---------                        -----                    ----
<S>                                  <C>                           <C>
/s/ Henri A. Termeer                 President, Chief Executive    August 8, 1997
----------------------------------   Officer and Director 
Henri A. Termeer                     


/s/ David J. McLachlan               Executive Vice President,     August 8, 1997
----------------------------------   Finance and Chief Financial
David J. McLachlan                   Officer              



/s/ Constantine E. Anagnostopoulos   Director                      August 8, 1997 
----------------------------------                                                
Constantine E. Anagnostopoulos                                                    
                                                                                  
                                                                                  
/s/ Douglas A. Berthiaume            Director                      August 8, 1997 
----------------------------------                                                
Douglas A. Berthiaume                                                             
                                                                                  
                                                                                  
/s/ Henry E. Blair                   Director                      August 8, 1997 
----------------------------------                                                
Henry E. Blair                                                                    
                                                                                  
                                                                                  
/s/ Robert J. Carpenter              Director                      August 8, 1997 
----------------------------------                                                
Robert J. Carpenter                                                               
                                                                                  
                                                                                  
/s/ Charles L. Cooney                Director                      August 8, 1997 
----------------------------------                                                
Charles L. Cooney                                                                 
                                                                                  
                                                                                  
/s/ Henry R. Lewis                   Director                      August 8, 1997 
----------------------------------
Henry R. Lewis
</TABLE>


                                        6
<PAGE>   7
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NUMBER                  DESCRIPTION                              PAGE NUMBER
--------------                  -----------                              -----------
<S>              <C>                                                          <C>  
    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 Arthur Andersen LLP, independent                  10
                 accountants to PharmaGenics, Inc.

   23.3          Consent of Palmer & Dodge LLP (contained in Exhibit
                 5.1).

   99.1          Genzyme Corporation Director Stock Option Plan, as           11
                 amended by the Board of Directors of Genzyme on
                 April 7, 1997.
</TABLE>


                                        7
[{"type": "S-8", "sequence": "1", "description": "GENZYME CORPORATION", "secsgml_size_bytes": 20361}]
{"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": "333-33265", "film-number": "97654737"}, "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"}}
1
As filed with the Securities and Exchange Commission on August 8, 1997
                                                     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 of incorporation)    (I.R.S. Employer Identification No.)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
                    (Address of Principal Executive Offices)

                           ---------------------------

                         1988 DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

                                PETER WIRTH, ESQ.
                               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, ESQ.
                               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
-----------------------------------------------------------------------------------------------------------------------------------
Genzyme General Division
Common Stock, $0.01 par value            33,600 shares              $27.63(1)               $928,368               $281.32
-----------------------------------------------------------------------------------------------------------------------------------
Genzyme Tissue Repair Division
Common  Stock, $0.01 par value           30,000 shares              $10.16(1)               $304,800               $ 92.36
-----------------------------------------------------------------------------------------------------------------------------------
Genzyme Molecular Oncology 
Division Common Stock, $0.01             70,000 shares              $ 5.04(2)               $352,800               $106.91
par value
-----------------------------------------------------------------------------------------------------------------------------------
2
(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 1, 1997 in the case of the Genzyme
          General Division Common Stock ("GGD Stock"), and on August 6, 1997 in
          the case of the Genzyme Tissue Repair Division Common Stock ("GTR
          Stock"), each as reported by the Nasdaq National Market System.

(2)       Estimated solely for the purpose of determining the registration fee
          and computed pursuant to Rule 457(h)(1) of the Securities Act of 1933,
          as amended. Pusuant to Rule 457(h)(1), the maximum aggregate offering
          price of the Genzyme Molecular Oncology Division Common Stock ("GMO
          Stock") offered hereby is equal to the pro forma book value of such
          shares computed as of June 30, 1997.
3
                                     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 Genzyme General Division Common Stock ("GGD
Stock"), Genzyme Tissue Repair Division Common Stock ("GTR Stock"), Genzyme
Molecular Oncology Division General Stock ("GMO Stock"), GGD Stock Purchase
Rights, GTR Stock Purchase Rights and GMO Stock Purchase Rights contained in the
Registrant's Registration Statement on Form 8-A filed on June 18, 1997,
including any further 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(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment that indicates that all
shares of GMO Stock, offered hereunder have been sold or which deregisters all
shares of GMO 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.

         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, By-Laws 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.

                                        3
4
         Article VI of the Registrant's By-Laws 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 By-Laws.

         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:

                                        4
5
           (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i)    To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                 (ii)   To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in this
Registration Statement;

                 (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

           (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered 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 8th
day of August, 1997.
                                  GENZYME CORPORATION

                                  By:  /s/ David J. McLachlan
                                     -----------------------------------
                                      David J. McLachlan
                                      Executive Vice President, Finance
                                      and Chief Financial Officer

                                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                 President, Chief Executive    August 8, 1997
----------------------------------   Officer and Director 
Henri A. Termeer                     

/s/ David J. McLachlan               Executive Vice President,     August 8, 1997
----------------------------------   Finance and Chief Financial
David J. McLachlan                   Officer              

/s/ Constantine E. Anagnostopoulos   Director                      August 8, 1997 
----------------------------------                                                
Constantine E. Anagnostopoulos                                                    
                                                                                  
                                                                                  
/s/ Douglas A. Berthiaume            Director                      August 8, 1997 
----------------------------------                                                
Douglas A. Berthiaume                                                             
                                                                                  
                                                                                  
/s/ Henry E. Blair                   Director                      August 8, 1997 
----------------------------------                                                
Henry E. Blair                                                                    
                                                                                  
                                                                                  
/s/ Robert J. Carpenter              Director                      August 8, 1997 
----------------------------------                                                
Robert J. Carpenter                                                               
                                                                                  
                                                                                  
/s/ Charles L. Cooney                Director                      August 8, 1997 
----------------------------------                                                
Charles L. Cooney                                                                 
                                                                                  
                                                                                  
/s/ Henry R. Lewis                   Director                      August 8, 1997 
----------------------------------
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 Arthur Andersen LLP, independent                  10
                 accountants to PharmaGenics, Inc.

   23.3          Consent of Palmer & Dodge LLP (contained in Exhibit
                 5.1).

   99.1          Genzyme Corporation Director Stock Option Plan, as           11
                 amended by the Board of Directors of Genzyme on
                 April 7, 1997.
7