<PAGE>

      As filed with the Securities and Exchange Commission on June 2, 2000

                                                     REGISTRATION NO. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                         GENZYME TRANSGENICS CORPORATION
             (Exact name of registrant as specified in its charter)

     MASSACHUSETTS                                       04-3186494
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation)

       175 CROSSING BOULEVARD, SUITE 410, FRAMINGHAM, MASSACHUSETTS 01701
                    (Address of Principal Executive Offices)

                           1993 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                             SANDRA NUSINOFF LEHRMAN
                      President and Chief Executive Officer
                         Genzyme Transgenics Corporation
                        175 Crossing Boulevard, Suite 410
                         Framingham, Massachusetts 01701
                                 (508) 620-9700
            (Name, address and telephone number of agent for service)

                                 with copies to:

                           LYNNETTE C. FALLON, ESQUIRE
                               Palmer & Dodge LLP
                                One Beacon Street
                           Boston, Massachusetts 02108
                                 (617) 573-0100

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

Title of each class of securities       Amount to be       Proposed maximum      Proposed maximum        Amount of
         to be registered                registered       offering price per    aggregate offering   registration fee
                                                               share(1)              price(1)
----------------------------------- --------------------- -------------------- --------------------- ------------------
<S>                                  <C>                       <C>                  <C>                  <C>
Common Stock, $0.01 par value        750,000 shares (2)        $18.22               $13,665,000          $3,607.56
----------------------------------- --------------------- -------------------- --------------------- ------------------

----------------------------------- --------------------- -------------------- --------------------- ------------------
</TABLE>

(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 May 25,  2000 as  reported by the Nasdaq
         National Market System.

 (2)     This  Registration  Statement  registers an additional  750,000  shares
         issuable  under  the  Registrant's  1993  Equity  Incentive  Plan  (the
         "Plan").  An aggregate of 3,390,000 shares issuable under the Plan have
         previously been registered  under eight prior  registration  statements
         (Registration Nos. 33-69516, 33-84706,  33-88030, 33-92998,  333-04535,
         333-29977, 333-56749 and 333-80623).




<PAGE>


STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
STATEMENT.

         Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration  Statement  on Form S-8  filed  with the  Securities  and  Exchange
Commission (the "Commission") on September 28, 1993 (File No. 33-69516) relating
to the  registration of 350,000 shares of the Registrant's  Common Stock,  $0.01
par value per share (the "Common  Stock"),  authorized  for  issuance  under the
Registrant's  1993 Equity  Incentive  Plan (the  "Plan"),  are  incorporated  by
reference in their  entirety in this  Registration  Statement,  except as to the
items set forth below. This Registration Statement provides for the registration
of an additional  750,000 shares of the  Registrant's  Common Stock to be issued
under the Plan.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed with the  Commission  are  incorporated
herein by reference:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 2, 2000.

                  (b) All other  reports of the  Registrant  filed  pursuant  to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (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 Common Stock contained
in its  Registration  Statement on Form 8-A (File No.  0-21794) filed on May 19,
1993,  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 Sections 13(a),  13(c), 14 and 15(d) of the Exchange
Act and prior to the filing of a  post-effective  amendment which indicates that
all shares of Common Stock offered hereunder have been sold or which deregisters
all shares of 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the Common Stock offered hereby will be passed upon for
the Company by Palmer & Dodge LLP,  Boston,  Massachusetts.  Lynnette C. Fallon,
the Clerk of the Company, is a partner of Palmer & Dodge LLP.

ITEM 8.  EXHIBITS.

         See Exhibit Index immediately following the signature page.




                                       1
<PAGE>


                                   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 Boston,  Commonwealth of Massachusetts,  on this 2nd
day of June, 2000.



                                       GENZYME TRANSGENICS CORPORATION



                                       By: \s\ Sandra Nusinoff Lehrman
                                          -------------------------------------
                                       Sandra Nusinoff Lehrman
                                       President and Chief Executive Officer





                                       2
<PAGE>

                                POWER OF ATTORNEY

         We, the  undersigned  officers  and  directors  of Genzyme  Transgenics
Corporation,  hereby severally  constitute and appoint Sandra Nusinoff  Lehrman,
John B. Green and  Lynnette C.  Fallon,  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  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 stated and on this 2nd day of June, 2000:
<TABLE>
<CAPTION>

SIGNATURE                                       CAPACITY

<S>                                             <C>
\s\ Sandra Nusinoff Lehrman                     President, Chief Executive Officer
---------------------------------               (Principal Executive Officer) and Director
Sandra Nusinoff Lehrman


\s\ John B. Green                               Vice President, Treasurer and Chief Financial
---------------------------------               Officer (Principal Financial Officer and
John B. Green
                                                Principal Accounting Officer)

\s\ James A. Geraghty                           Chairman of the Board and Director
---------------------------------
James A. Geraghty


\s\ Henri A. Termeer                            Director
---------------------------------
Henri A. Termeer


\s\ Robert W. Baldridge                         Vice Chairman of the Board and Director
---------------------------------
Robert W. Baldridge


\s\ Henry E. Blair                              Director
---------------------------------
Henry E. Blair


\s\ Alan W. Tuck                                Director
---------------------------------
Alan W. Tuck


\s\ Francis J. Bullock                          Director
---------------------------------
Francis J. Bullock

</TABLE>


                                       3
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                     DESCRIPTION

<S>               <C>
4.1.1             Restated Articles of Organization of Genzyme Transgenics
                  Corporation, as amended. Filed as Exhibit 3.1 to the
                  Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1993 (Commission File No. 0-21794) and
                  incorporated herein by reference.

4.1.2             Articles of Amendment to the Restated Articles of Organization
                  filed with the Secretary of the Commonwealth of Massachusetts
                  on October 3, 1994. Filed as Exhibit 3.1.2 to the Registrant's
                  Annual Report on Form 10-K for the year ended December 28,
                  1997 and incorporated herein by reference.

4.1.3             Articles of Amendment to the Restated Articles of Organization
                  of the Company filed with the Secretary of the Commonwealth of
                  Massachusetts on June 26, 1997. Filed as Exhibit 3 to the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  June 29, 1997 (Commission  File No. 0-21794) and incorporated
                  herein by reference.

4.1.4             Certificate of Vote of Directors Establishing a Series of
                  a Class of Stock (Series B Converible Preferred Stock).
                  Filed as Exhibit 4.1.4 to the Registrant's Registration
                  Statement on Form S-3 filed with the Commission on January
                  6, 2000 (Commission File No. 333-94187) and incorporated
                  herein by reference.

4.1.5             Articles of Amendment to the Restated Articles of
                  Organization of the Company filed with the Secretary of
                  the Commonwealth of Massachusetts on June 1, 2000. Filed
                  as Exhibit 4.1.5 to the Registrant's Registration Statement
                  on Form S-8 filed with the Commission on June 2, 2000 and
                  incorporated herein by reference.

4.2               By-laws of Genzyme Transgenics  Corporation. Filed as Exhibit
                  3.1 to the Registrant's Form 10-Q for the quarter ended July
                  4, 1999 (File No. 000-21794) and  incorporated herein by
                  reference.

5                 Opinion of Palmer & Dodge LLP as to the legality of the
                  securities registered hereunder. Filed herewith.

23.1              Consent of PricewaterhouseCoopers LLP, independent
                  accountants. Filed herewith.

23.2              Consent of Palmer & Dodge LLP (contained in Opinion of Palmer
                  & Dodge LLP filed as Exhibit 5).

24                Power of Attorney (set forth on the Signature Page to this
                  Registration Statement).

</TABLE>

                                       4
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{"company-data": {"conformed-name": "GENZYME TRANSGENICS CORP", "cik": "0000904973", "assigned-sic": "2836", "irs-number": "043186494", "state-of-incorporation": "MA", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38494", "film-number": "648638"}, "business-address": {"street1": "175 CROSSING BLVD", "city": "FRAMINGHAM", "state": "MA", "zip": "01701", "phone": "508620-970"}, "mail-address": {"street1": "175 CROSSING BLVD", "city": "FRAMINGHAM", "state": "MA", "zip": "01701"}}
As filed with the Securities and Exchange Commission on June 2, 2000

                                                     REGISTRATION NO. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         GENZYME TRANSGENICS CORPORATION
             (Exact name of registrant as specified in its charter)

     MASSACHUSETTS                                       04-3186494
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation)

       175 CROSSING BOULEVARD, SUITE 410, FRAMINGHAM, MASSACHUSETTS 01701
                    (Address of Principal Executive Offices)

                           1993 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                             SANDRA NUSINOFF LEHRMAN
                      President and Chief Executive Officer
                         Genzyme Transgenics Corporation
                        175 Crossing Boulevard, Suite 410
                         Framingham, Massachusetts 01701
                                 (508) 620-9700
            (Name, address and telephone number of agent for service)

                                 with copies to:

                           LYNNETTE C. FALLON, ESQUIRE
                               Palmer & Dodge LLP
                                One Beacon Street
                           Boston, Massachusetts 02108
                                 (617) 573-0100

                         CALCULATION OF REGISTRATION FEE
Title of each class of securities       Amount to be       Proposed maximum      Proposed maximum        Amount of
         to be registered                registered       offering price per    aggregate offering   registration fee
                                                               share(1)              price(1)
----------------------------------- --------------------- -------------------- --------------------- ------------------
Common Stock, $0.01 par value        750,000 shares (2)        $18.22               $13,665,000          $3,607.56
----------------------------------- --------------------- -------------------- --------------------- ------------------

----------------------------------- --------------------- -------------------- --------------------- ------------------
(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 May 25,  2000 as  reported by the Nasdaq
         National Market System.

 (2)     This  Registration  Statement  registers an additional  750,000  shares
         issuable  under  the  Registrant's  1993  Equity  Incentive  Plan  (the
         "Plan").  An aggregate of 3,390,000 shares issuable under the Plan have
         previously been registered  under eight prior  registration  statements
         (Registration Nos. 33-69516, 33-84706,  33-88030, 33-92998,  333-04535,
         333-29977, 333-56749 and 333-80623).
STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
STATEMENT.

         Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration  Statement  on Form S-8  filed  with the  Securities  and  Exchange
Commission (the "Commission") on September 28, 1993 (File No. 33-69516) relating
to the  registration of 350,000 shares of the Registrant's  Common Stock,  $0.01
par value per share (the "Common  Stock"),  authorized  for  issuance  under the
Registrant's  1993 Equity  Incentive  Plan (the  "Plan"),  are  incorporated  by
reference in their  entirety in this  Registration  Statement,  except as to the
items set forth below. This Registration Statement provides for the registration
of an additional  750,000 shares of the  Registrant's  Common Stock to be issued
under the Plan.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed with the  Commission  are  incorporated
herein by reference:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 2, 2000.

                  (b) All other  reports of the  Registrant  filed  pursuant  to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as amended (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 Common Stock contained
in its  Registration  Statement on Form 8-A (File No.  0-21794) filed on May 19,
1993,  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 Sections 13(a),  13(c), 14 and 15(d) of the Exchange
Act and prior to the filing of a  post-effective  amendment which indicates that
all shares of Common Stock offered hereunder have been sold or which deregisters
all shares of 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the Common Stock offered hereby will be passed upon for
the Company by Palmer & Dodge LLP,  Boston,  Massachusetts.  Lynnette C. Fallon,
the Clerk of the Company, is a partner of Palmer & Dodge LLP.

ITEM 8.  EXHIBITS.

         See Exhibit Index immediately following the signature page.

                                       1
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 Boston,  Commonwealth of Massachusetts,  on this 2nd
day of June, 2000.

                                       GENZYME TRANSGENICS CORPORATION

                                       By: \s\ Sandra Nusinoff Lehrman
                                          -------------------------------------
                                       Sandra Nusinoff Lehrman
                                       President and Chief Executive Officer

                                       2
POWER OF ATTORNEY

         We, the  undersigned  officers  and  directors  of Genzyme  Transgenics
Corporation,  hereby severally  constitute and appoint Sandra Nusinoff  Lehrman,
John B. Green and  Lynnette C.  Fallon,  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  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 stated and on this 2nd day of June, 2000:
SIGNATURE                                       CAPACITY
\s\ Sandra Nusinoff Lehrman                     President, Chief Executive Officer
---------------------------------               (Principal Executive Officer) and Director
Sandra Nusinoff Lehrman

\s\ John B. Green                               Vice President, Treasurer and Chief Financial
---------------------------------               Officer (Principal Financial Officer and
John B. Green
                                                Principal Accounting Officer)

\s\ James A. Geraghty                           Chairman of the Board and Director
---------------------------------
James A. Geraghty

\s\ Henri A. Termeer                            Director
---------------------------------
Henri A. Termeer

\s\ Robert W. Baldridge                         Vice Chairman of the Board and Director
---------------------------------
Robert W. Baldridge

\s\ Henry E. Blair                              Director
---------------------------------
Henry E. Blair

\s\ Alan W. Tuck                                Director
---------------------------------
Alan W. Tuck

\s\ Francis J. Bullock                          Director
---------------------------------
Francis J. Bullock
3
EXHIBIT INDEX
EXHIBIT
NUMBER                     DESCRIPTION
4.1.1             Restated Articles of Organization of Genzyme Transgenics
                  Corporation, as amended. Filed as Exhibit 3.1 to the
                  Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1993 (Commission File No. 0-21794) and
                  incorporated herein by reference.

4.1.2             Articles of Amendment to the Restated Articles of Organization
                  filed with the Secretary of the Commonwealth of Massachusetts
                  on October 3, 1994. Filed as Exhibit 3.1.2 to the Registrant's
                  Annual Report on Form 10-K for the year ended December 28,
                  1997 and incorporated herein by reference.

4.1.3             Articles of Amendment to the Restated Articles of Organization
                  of the Company filed with the Secretary of the Commonwealth of
                  Massachusetts on June 26, 1997. Filed as Exhibit 3 to the
                  Company's Quarterly Report on Form 10-Q for the quarter ended
                  June 29, 1997 (Commission  File No. 0-21794) and incorporated
                  herein by reference.

4.1.4             Certificate of Vote of Directors Establishing a Series of
                  a Class of Stock (Series B Converible Preferred Stock).
                  Filed as Exhibit 4.1.4 to the Registrant's Registration
                  Statement on Form S-3 filed with the Commission on January
                  6, 2000 (Commission File No. 333-94187) and incorporated
                  herein by reference.

4.1.5             Articles of Amendment to the Restated Articles of
                  Organization of the Company filed with the Secretary of
                  the Commonwealth of Massachusetts on June 1, 2000. Filed
                  as Exhibit 4.1.5 to the Registrant's Registration Statement
                  on Form S-8 filed with the Commission on June 2, 2000 and
                  incorporated herein by reference.

4.2               By-laws of Genzyme Transgenics  Corporation. Filed as Exhibit
                  3.1 to the Registrant's Form 10-Q for the quarter ended July
                  4, 1999 (File No. 000-21794) and  incorporated herein by
                  reference.

5                 Opinion of Palmer & Dodge LLP as to the legality of the
                  securities registered hereunder. Filed herewith.

23.1              Consent of PricewaterhouseCoopers LLP, independent
                  accountants. Filed herewith.

23.2              Consent of Palmer & Dodge LLP (contained in Opinion of Palmer
                  & Dodge LLP filed as Exhibit 5).

24                Power of Attorney (set forth on the Signature Page to this
                  Registration Statement).
4