<PAGE>


   As filed with the Securities and Exchange Commission on February 7, 2001
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

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

        MASSACHUSETTS                                  06-1047163
(State or other jurisdiction                (I.R.S. Employer Identification No.)
      of incorporation)

               ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
                    (Address of Principal Executive Offices)

                                   ----------

                   GENZYME CORPORATION RETIREMENT SAVINGS 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:
                             PAUL M. KINSELLA, ESQ.
                               Palmer & Dodge LLP
                                One Beacon Street
                           Boston, Massachusetts 02108
                                 (617) 573-0100

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                          Proposed maximum      Proposed maximum
      Title of each class of           Amount to be      offering price per    aggregate offering       Amount of
  securities to be registered (1)     registered (2)          share (3)              price          registration fee
----------------------------------------------------------------------------------------------------------------------
 <S>                                <C>                     <C>                 <C>                    <C>
 Genzyme General Division Common
 Stock, $0.01 par value             120,000 shares          $84.00              $10,080,000.00         $2,520.00
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminable amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Plus such additional number of shares of Genzyme General Division Common
     Stock (the "Genzyme General Stock") as are required for issuance upon a
     stock split, stock dividend or similar transaction. Includes associated
     purchase rights which currently are evidenced by certificates for shares of
     Genzyme General Stock and automatically trade with such shares.

(3)  Estimated solely for the purpose of determining the registration fee and
     computed pursuant to Rule 457(h)(1) and based upon the last sale price of
     Genzyme General Stock on February 5, 2001, as reported by the Nasdaq
     National Market System.

<PAGE>

                                     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) Genzyme Corporation's Annual Report on Form 10-K filed with the
Commission on March 30, 2000, as amended by Forms 10-K/A filed with the
Commission on June 28, 2000 and October 17, 2000.

         (b) Genzyme Retirement Savings Plan's Annual Report, filed as an
exhibit to Genzyme Corporation's Annual Report on Form 10-K/A on June 28, 2000.

         (c) Genzyme Corporation's Quarterly Reports on Form 10-Q filed with the
Commission on May 15, 2000 (as amended by Form 10-Q/A filed with the Commission
on October 17, 2000), August 14, 2000 (as amended by Form 10-Q/A filed with the
Commission on October 17, 2000), and November 14, 2000.

         (d) Genzyme Corporation's Current Reports on Form 8-K filed with the
Commission on June 30, 3000, July 14, 2000, July 19, 2000, September 12, 2000,
September 13, 2000, November 20, 2000, December 15, 2000, December 19, 2000,
December 28, 2000 and January 2, 2001.

         (e) The description of the Genzyme General Stock contained in the
Registrant's Registration Statement on Form 8-A filed on December 19, 2000,
including any further amendment or report filed hereafter for the purpose of
updating such description.

         (f) The description of the Genzyme General Stock Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A filed on
December 19, 2000, 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 Genzyme General Stock offered hereunder have been sold or which
deregisters all shares of Genzyme General 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 Genzyme the power to indemnify any director, officer, employee or
agent to whatever extent permitted by Genzyme's
<PAGE>

Restated Articles of Organization, By-Laws or a vote adopted by the holders of a
majority of the shares entitled to vote thereon, unless the proposed indemnitee
has been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his or her actions were in the best interests of the
corporation or, 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 Genzyme 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 or she shall be adjudicated to be
not entitled to indemnification under the statute.

         Article VI of Genzyme's By-Laws provides that Genzyme 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 or she may become involved by reason of his or her serving or having
served in such capacity (other than a proceeding voluntarily initiated by such
person unless he or she is successful on the merits, the proceeding was
authorized by the corporation or the proceeding seeks a declaratory judgment
regarding his or her own conduct); PROVIDED that no indemnification shall be
provided for any such person with respect to any matter as to which he or she
shall have been finally adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that his or her action was in the best interests
of Genzyme or, to the extent such matter relates to service with respect to any
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan; and PROVIDED, FURTHER, that as to
any matter disposed of by a compromise payment by such person, pursuant to a
consent decree or otherwise, the payment and indemnification thereof have been
approved by Genzyme, which approval shall not unreasonably be withheld, or by a
court of competent jurisdiction. Such indemnification shall include payment by
Genzyme 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 or she 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.

         Genzyme also has in place agreements with certain officers and
directors which affirm Genzyme'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 Genzyme's By-Laws.

         Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its articles of
organization, eliminate a director's 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
Genzyme's Articles of Organization provides that no director shall be personally
liable to the corporation or its stockholders for monetary damages for


                                       2
<PAGE>

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.

         Genzyme has submitted to the Internal Revenue Service ("IRS") the
Genzyme Retirement Savings Plan (the "Plan") and has made all changes required
by the IRS in order to qualify the Plan under Section 401 of the Internal
Revenue Code of 1986, as amended (the "Code"). Genzyme hereby undertakes to
submit any amendments to the Plan to the IRS in a timely manner and to make all
changes required by the IRS such that the Plan remains qualified under Section
401 of the Code so long as it is in force.

         See Exhibit Index immediately following the signature page.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

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

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

                           (ii)     To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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
<PAGE>

                  (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, and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities 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.


                                       4
<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 Cambridge, Commonwealth of Massachusetts, on this
7th day of February, 2001.

                                GENZYME CORPORATION


                                By: /s/ Michael S. Wyzga
                                    --------------------------------------------
                                    Michael S. Wyzga
                                    Senior Vice President and
                                      Chief Financial Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Genzyme Corporation,
hereby severally constitute and appoint Henri A. Termeer, Michael S. Wyzga, 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                                Principal Executive                    February 7, 2001
----------------------------------------            Officer and Director
Henri A. Termeer

/s/ Michael S. Wyzga                                Principal Financial and                February 7, 2001
----------------------------------------            Accounting Officer
Michael S. Wyzga

/s/ Constantine E. Anagnostopoulos                  Director                               February 7, 2001
----------------------------------------
Constantine E. Anagnostopoulos

/s/ Douglas A. Berthiaume                           Director                               February 7, 2001
----------------------------------------
Douglas A. Berthiaume

/s/ Henry E. Blair                                  Director                               February 7, 2001
----------------------------------------
Henry E. Blair

/s/ Robert J. Carpenter                             Director                               February 7, 2001
----------------------------------------
Robert J. Carpenter

/s/ Charles L. Cooney                               Director                               February 7, 2001
----------------------------------------
Charles L. Cooney

/s/ Victor J. Dzau                                  Director                               February 7, 2001
----------------------------------------
Victor J. Dzau
</TABLE>


                                       5
<PAGE>

             Pursuant to the requirements of the Securities Act of 1933, the
trustee of the Genzyme Retirement Saving Plan 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 February
7, 2001.

                               GENZYME CORPORATION RETIREMENT SAVINGS TRUST


                               By:  /s/ Zoltan Csimma
                                    -------------------------------------
                                    Name:   Zoltan Csimma
                                    Title:  Trustee


                                       6
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
     EXHIBIT NUMBER                            DESCRIPTION

         <S>            <C>
         *4.1           Restated Articles of Organization of Genzyme. Filed as
                        Exhibit 99.1 to Genzyme's Current Report on Form 8-K
                        filed on December 28, 2000.

         *4.2           By-laws of Genzyme, as amended. Filed as Exhibit 3.2 to
                        Genzyme's 10-Q for the quarter ended September 30, 1999.

         *4.3           Second Amended and Restated Renewed Rights Agreement
                        dated as of December 18, 2000 between Genzyme and
                        American Stock Transfer & Trust Company. Filed as
                        Exhibit 99.3 to Genzyme's Form 8-K filed December 28,
                        2000.

         *4.4           Warrant issued to Richard Warren, Ph.D. Filed as Exhibit
                        4 to the Form 8-K of IG Laboratories, Inc. dated October
                        11, 1990 (File No. 0-18439).

         *4.5           Form of Genzyme General Division Convertible Debenture.
                        Filed as Exhibit 10.7 to Genzyme's Form 10-Q for the
                        quarter ended September 30, 1997.

         *4.6           Registration Rights Agreement dated as of August 29,
                        1997 by and among Genzyme and the entities listed on the
                        signature pages thereto. Filed as Exhibit 10.8 to
                        Genzyme's Form 10-Q for the quarter ended September 30,
                        1997.

         *4.7           Warrant Agreement between Genzyme and Comdisco, Inc.
                        Filed as Exhibit 10.22 to a Form 10 of PharmaGenics,
                        Inc. (File No. 0-20138).

         *4.8           Indenture, dated as of May 22, 1998, between Genzyme and
                        State Street Bank and Trust Company, as Trustee,
                        including the form of Note. Filed as Exhibit 4.3 to
                        Genzyme's Registration Statement on Form S-3 (File No.
                        333-59513).

         *4.9           Registration Rights Agreement, dated as of May 19, 1998,
                        among Genzyme, Credit Suisse First Boston Corporation,
                        Goldman, Sachs & Co. and Cowen & Company. Filed as
                        Exhibit 4.4 to Genzyme's Registration Statement on Form
                        S-3 (File No. 333-59513).

         *4.10          Purchase Agreement, dated as of May 19, 1998, among
                        Genzyme, Credit Suisse First Boston Corporation,
                        Goldman, Sachs & Co. and Cowen & Company. Filed as
                        Exhibit 4.5 to Genzyme's Registration Statement on Form
                        S-3 (File No. 333-59513).

         *4.11          6.9% Convertible Subordinated Note due May 14, 2003 made
                        by Biomatrix, Inc. and assumed by Genzyme Biosurgery
                        Corporation in favor of UBS Warburg LLC, successor in
                        interest to SBC Warburg Dillon Read Inc., dated as of
                        May 1998. Filed as Exhibit 4.1 to Genzyme's Form 8-K
                        filed January 2, 2001.

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

         23.1           Consent of PricewaterhouseCoopers LLP, independent
                        accountants.

         23.2           Consent of Palmer & Dodge LLP (contained in Exhibit 5).
</TABLE>

*Indicates exhibit previously filed with the Securities and Exchange Commission
and incorporated herein by reference. Exhibits filed with Forms 10-K, 8-K or 8-A
of Genzyme Corporation were filed under Commission File No. 0-14680.
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As filed with the Securities and Exchange Commission on February 7, 2001
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

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

        MASSACHUSETTS                                  06-1047163
(State or other jurisdiction                (I.R.S. Employer Identification No.)
      of incorporation)

               ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
                    (Address of Principal Executive Offices)

                                   ----------

                   GENZYME CORPORATION RETIREMENT SAVINGS 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:
                             PAUL M. KINSELLA, ESQ.
                               Palmer & Dodge LLP
                                One Beacon Street
                           Boston, Massachusetts 02108
                                 (617) 573-0100

                                   ----------

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                          Proposed maximum      Proposed maximum
      Title of each class of           Amount to be      offering price per    aggregate offering       Amount of
  securities to be registered (1)     registered (2)          share (3)              price          registration fee
----------------------------------------------------------------------------------------------------------------------
Genzyme General Division Common
 Stock, $0.01 par value             120,000 shares          $84.00              $10,080,000.00         $2,520.00
----------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminable amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Plus such additional number of shares of Genzyme General Division Common
     Stock (the "Genzyme General Stock") as are required for issuance upon a
     stock split, stock dividend or similar transaction. Includes associated
     purchase rights which currently are evidenced by certificates for shares of
     Genzyme General Stock and automatically trade with such shares.

(3)  Estimated solely for the purpose of determining the registration fee and
     computed pursuant to Rule 457(h)(1) and based upon the last sale price of
     Genzyme General Stock on February 5, 2001, as reported by the Nasdaq
     National Market System.
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) Genzyme Corporation's Annual Report on Form 10-K filed with the
Commission on March 30, 2000, as amended by Forms 10-K/A filed with the
Commission on June 28, 2000 and October 17, 2000.

         (b) Genzyme Retirement Savings Plan's Annual Report, filed as an
exhibit to Genzyme Corporation's Annual Report on Form 10-K/A on June 28, 2000.

         (c) Genzyme Corporation's Quarterly Reports on Form 10-Q filed with the
Commission on May 15, 2000 (as amended by Form 10-Q/A filed with the Commission
on October 17, 2000), August 14, 2000 (as amended by Form 10-Q/A filed with the
Commission on October 17, 2000), and November 14, 2000.

         (d) Genzyme Corporation's Current Reports on Form 8-K filed with the
Commission on June 30, 3000, July 14, 2000, July 19, 2000, September 12, 2000,
September 13, 2000, November 20, 2000, December 15, 2000, December 19, 2000,
December 28, 2000 and January 2, 2001.

         (e) The description of the Genzyme General Stock contained in the
Registrant's Registration Statement on Form 8-A filed on December 19, 2000,
including any further amendment or report filed hereafter for the purpose of
updating such description.

         (f) The description of the Genzyme General Stock Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A filed on
December 19, 2000, 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 Genzyme General Stock offered hereunder have been sold or which
deregisters all shares of Genzyme General 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 Genzyme the power to indemnify any director, officer, employee or
agent to whatever extent permitted by Genzyme's
Restated Articles of Organization, By-Laws or a vote adopted by the holders of a
majority of the shares entitled to vote thereon, unless the proposed indemnitee
has been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his or her actions were in the best interests of the
corporation or, 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 Genzyme 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 or she shall be adjudicated to be
not entitled to indemnification under the statute.

         Article VI of Genzyme's By-Laws provides that Genzyme 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 or she may become involved by reason of his or her serving or having
served in such capacity (other than a proceeding voluntarily initiated by such
person unless he or she is successful on the merits, the proceeding was
authorized by the corporation or the proceeding seeks a declaratory judgment
regarding his or her own conduct); PROVIDED that no indemnification shall be
provided for any such person with respect to any matter as to which he or she
shall have been finally adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that his or her action was in the best interests
of Genzyme or, to the extent such matter relates to service with respect to any
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan; and PROVIDED, FURTHER, that as to
any matter disposed of by a compromise payment by such person, pursuant to a
consent decree or otherwise, the payment and indemnification thereof have been
approved by Genzyme, which approval shall not unreasonably be withheld, or by a
court of competent jurisdiction. Such indemnification shall include payment by
Genzyme 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 or she 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.

         Genzyme also has in place agreements with certain officers and
directors which affirm Genzyme'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 Genzyme's By-Laws.

         Section 13(b)(1 1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its articles of
organization, eliminate a director's 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
Genzyme's Articles of Organization provides that no director shall be personally
liable to the corporation or its stockholders for monetary damages for

                                       2
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.

         Genzyme has submitted to the Internal Revenue Service ("IRS") the
Genzyme Retirement Savings Plan (the "Plan") and has made all changes required
by the IRS in order to qualify the Plan under Section 401 of the Internal
Revenue Code of 1986, as amended (the "Code"). Genzyme hereby undertakes to
submit any amendments to the Plan to the IRS in a timely manner and to make all
changes required by the IRS such that the Plan remains qualified under Section
401 of the Code so long as it is in force.

         See Exhibit Index immediately following the signature page.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

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

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

                           (ii)     To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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
(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, and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities 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.

                                       4
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
7th day of February, 2001.

                                GENZYME CORPORATION

                                By: /s/ Michael S. Wyzga
                                    --------------------------------------------
                                    Michael S. Wyzga
                                    Senior Vice President and
                                      Chief Financial Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Genzyme Corporation,
hereby severally constitute and appoint Henri A. Termeer, Michael S. Wyzga, 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                                Principal Executive                    February 7, 2001
----------------------------------------            Officer and Director
Henri A. Termeer

/s/ Michael S. Wyzga                                Principal Financial and                February 7, 2001
----------------------------------------            Accounting Officer
Michael S. Wyzga

/s/ Constantine E. Anagnostopoulos                  Director                               February 7, 2001
----------------------------------------
Constantine E. Anagnostopoulos

/s/ Douglas A. Berthiaume                           Director                               February 7, 2001
----------------------------------------
Douglas A. Berthiaume

/s/ Henry E. Blair                                  Director                               February 7, 2001
----------------------------------------
Henry E. Blair

/s/ Robert J. Carpenter                             Director                               February 7, 2001
----------------------------------------
Robert J. Carpenter

/s/ Charles L. Cooney                               Director                               February 7, 2001
----------------------------------------
Charles L. Cooney

/s/ Victor J. Dzau                                  Director                               February 7, 2001
----------------------------------------
Victor J. Dzau
5
Pursuant to the requirements of the Securities Act of 1933, the
trustee of the Genzyme Retirement Saving Plan 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 February
7, 2001.

                               GENZYME CORPORATION RETIREMENT SAVINGS TRUST

                               By:  /s/ Zoltan Csimma
                                    -------------------------------------
                                    Name:   Zoltan Csimma
                                    Title:  Trustee

                                       6
EXHIBIT INDEX
EXHIBIT NUMBER                            DESCRIPTION
*4.1           Restated Articles of Organization of Genzyme. Filed as
                        Exhibit 99.1 to Genzyme's Current Report on Form 8-K
                        filed on December 28, 2000.

         *4.2           By-laws of Genzyme, as amended. Filed as Exhibit 3.2 to
                        Genzyme's 10-Q for the quarter ended September 30, 1999.

         *4.3           Second Amended and Restated Renewed Rights Agreement
                        dated as of December 18, 2000 between Genzyme and
                        American Stock Transfer & Trust Company. Filed as
                        Exhibit 99.3 to Genzyme's Form 8-K filed December 28,
                        2000.

         *4.4           Warrant issued to Richard Warren, Ph.D. Filed as Exhibit
                        4 to the Form 8-K of IG Laboratories, Inc. dated October
                        11, 1990 (File No. 0-18439).

         *4.5           Form of Genzyme General Division Convertible Debenture.
                        Filed as Exhibit 10.7 to Genzyme's Form 10-Q for the
                        quarter ended September 30, 1997.

         *4.6           Registration Rights Agreement dated as of August 29,
                        1997 by and among Genzyme and the entities listed on the
                        signature pages thereto. Filed as Exhibit 10.8 to
                        Genzyme's Form 10-Q for the quarter ended September 30,
                        1997.

         *4.7           Warrant Agreement between Genzyme and Comdisco, Inc.
                        Filed as Exhibit 10.22 to a Form 10 of PharmaGenics,
                        Inc. (File No. 0-20138).

         *4.8           Indenture, dated as of May 22, 1998, between Genzyme and
                        State Street Bank and Trust Company, as Trustee,
                        including the form of Note. Filed as Exhibit 4.3 to
                        Genzyme's Registration Statement on Form S-3 (File No.
                        333-59513).

         *4.9           Registration Rights Agreement, dated as of May 19, 1998,
                        among Genzyme, Credit Suisse First Boston Corporation,
                        Goldman, Sachs & Co. and Cowen & Company. Filed as
                        Exhibit 4.4 to Genzyme's Registration Statement on Form
                        S-3 (File No. 333-59513).

         *4.10          Purchase Agreement, dated as of May 19, 1998, among
                        Genzyme, Credit Suisse First Boston Corporation,
                        Goldman, Sachs & Co. and Cowen & Company. Filed as
                        Exhibit 4.5 to Genzyme's Registration Statement on Form
                        S-3 (File No. 333-59513).

         *4.11          6.9% Convertible Subordinated Note due May 14, 2003 made
                        by Biomatrix, Inc. and assumed by Genzyme Biosurgery
                        Corporation in favor of UBS Warburg LLC, successor in
                        interest to SBC Warburg Dillon Read Inc., dated as of
                        May 1998. Filed as Exhibit 4.1 to Genzyme's Form 8-K
                        filed January 2, 2001.

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

         23.1           Consent of PricewaterhouseCoopers LLP, independent
                        accountants.

         23.2           Consent of Palmer & Dodge LLP (contained in Exhibit 5).
*Indicates exhibit previously filed with the Securities and Exchange Commission
and incorporated herein by reference. Exhibits filed with Forms 10-K, 8-K or 8-A
of Genzyme Corporation were filed under Commission File No. 0-14680.