<PAGE>
     As filed with the Securities and Exchange Commission on June 14, 2002

                       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                                        (I.R.S. Employer
jurisdiction of incorporation)                              Identification No.)

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

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

                      GENZYME SURGICAL PRODUCTS CORPORATION
                           SAVINGS AND INVESTMENT 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
                              111 Huntington Avenue
                           Boston, Massachusetts 02199
                                 (617) 239-0100

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 ---------------------------------------- ------------------ -------------------- ------------------- ----------------
                                                              Proposed maximum     Proposed maximum
  Title of each class of securities to      Amount to be     offering price per       aggregate           Amount of
            be registered (1)              registered (2)           share           offering price    registration fee
 ---------------------------------------- ------------------ -------------------- ------------------- ----------------
<S>                                       <C>                <C>                  <C>                 <C>
 Genzyme General Division common stock,
 $0.01 par value (3)                        25,000 shares           $28.61 (4)        $715,250.00           $65.80
 ---------------------------------------- ------------------ -------------------- ------------------- ----------------
</TABLE>

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

(2) The registration statement shall also cover such additional number of shares
    of Genzyme General Division common stock ("Genzyme General Stock") as are
    required for issuance upon a stock split, stock dividend or similar
    transaction.

(3) Includes associated purchase rights which currently are evidenced by
    certificates for shares of Genzyme General Stock and automatically trade
    with such shares.

(4) Estimated solely for the purpose of determining the registration fee and
    computed pursuant to Rule 457(c), based upon the average of the high
    ($29.50) and low ($27.71) sale prices for Genzyme General Stock, as
    reported by The Nasdaq National Market on June 7, 2002.

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         1.   Genzyme Corporation's Annual Report on Form 10-K for the year
              ended December 31, 2001, filed on April 1, 2002;

         2.   Genzyme Surgical Products Corporation Savings and Investment
              Plan's Annual Report on Form 11-K for the year ended December
              31, 2000, filed on June 11, 2002;

         3.   Genzyme Corporation's Quarterly Report on Form 10-Q for the
              quarter ended March 31, 2002, filed on May 15, 2002;

         4.   Genzyme Corporation's Current Report on Form 8-K filed on May 18,
              2001 which contains the audited financial statements of Wyntek
              Diagnostics, Inc. as of December 31, 2000 and 1999 and for each of
              the two years in the period ended December 31, 2000, including the
              independent accountants' report dated January 31, 2001, and the
              unaudited financial statements of Wyntek Diagnostics, Inc. as of
              and for the three months ended March 31, 2001 and 2000;

         5.   Current Reports on Form 8-K filed on May 22, 2001 and August 28,
              2001 which contain unaudited pro forma financial information
              relating to our acquisitions of Wyntek Diagnostics, Inc. and
              Focal, Inc.

         6.   Genzyme Corporation's Current Report on Form 8-K filed on
              September 7, 2001 which contains the audited financial statements
              of Novazyme Pharmaceuticals, Inc. as of December 31, 2000 and 1999
              and for the year ended December 31, 2000 and the periods from
              inception (April 16, 1999) to December 31, 1999 and 2000,
              including the report of independent public accountants dated
              February 26, 2001, and the unaudited financial statements of
              Novazyme Pharmaceuticals, Inc. as of June 30, 2001 and December
              31, 2000 and for the six months ended June 30, 2001 and 2000 and
              the period from inception (April 16, 1999) to June 30, 2001;

         7.   Current Report on Form 8-K filed on September 20, 2001 which
              contains unaudited pro forma financial information relating to our
              acquisition of Novazyme Pharmaceuticals, Inc.

         8.   Genzyme Corporation's Proxy Statement on Schedule 14A filed on
              April 23, 2002;

         9.   The description of Genzyme General Stock contained in Genzyme
              Corporation's Registration Statement on Form 8-A filed on December
              19, 2000, as amended on June 6, 2001, including any further
              amendment or report filed hereafter for the purpose of updating
              such description;

         10.  The description of Genzyme General Stock purchase rights contained
              in Genzyme Corporation's Registration Statement on Form 8-A filed
              on December 19, 2000, as amended on June 6, 2001, 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
Genzyme Corporation and by the Genzyme Surgical Products Corporation Savings and
Investment Plan 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.

         The material set forth below that Focal, Inc. previously filed with the
SEC (File No. 0-23247) is also incorporated herein by reference:

         1.   Audited financial statements and related notes, including the
              report of independent auditors, of Focal set forth on pages 35 to
              51 of Focal's Annual Report on Form 10-K for the year ended
              December 31, 2000 (filed on April 2, 2001), as amended on April
              30, 2001.
<PAGE>

         2.   Unaudited financial statements and related notes of Focal set
              forth on pages 3 to 9 of Focal's Quarterly Report on Form 10-Q for
              the quarter ended March 31, 2001 (filed on May 9, 2001).

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 amended and 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 Genzyme 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 its 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. Article VI.C.5. of
Genzyme's Restated Articles of Organization, as amended, provides that no
director shall be personally liable to Genzyme or its stockholders


<PAGE>

for monetary damages for any breach of fiduciary duty as a director, except to
the extent that such exculpation is not permitted under the Massachusetts
Business Corporation Law as in effect when such liability is determined.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         Not applicable.

ITEM 8.  EXHIBITS.
         See Exhibit Index immediately following signature page.

ITEM 9.  UNDERTAKINGS.
         (a) The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

                  (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 the Genzyme Surgical Products
Corporation Savings and Investment Plan's annual report pursuant to 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.
<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 of 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, as of June
13, 2002.
                                      GENZYME CORPORATION

                                      By: /s/ MICHAEL S. WYZGA
                                          -------------------------------------
                                          Michael S. Wyzga
                                          Senior Vice President, Finance;
                                          Chief Financial Officer; and Chief
                                          Accounting 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 Officer            June 13, 2002
------------------------------------------          and Director
Henri A. Termeer

/s/ MICHAEL S. WYZGA                                Principal Financial and                June 13, 2002
------------------------------------------          Accounting Officer
Michael S. Wyzga

/s/ CONSTANTINE E. ANAGNOSTOPOULOS                  Director                               June 13, 2002
------------------------------------------
Constantine E. Anagnostopoulos

/s/ DOUGLAS A. BERTHIAUME                           Director                               June 13, 2002
------------------------------------------
Douglas A. Berthiaume

/s/ HENRY E. BLAIR                                  Director                               June 13, 2002
------------------------------------------
Henry E. Blair

/s/ ROBERT J. CARPENTER                             Director                               June 13, 2002
------------------------------------------
Robert J. Carpenter

/s/ CHARLES L. COONEY                               Director                               June 13, 2002
------------------------------------------
Charles L. Cooney

/s/ VICTOR J. DZAU                                  Director                               June 13, 2002
------------------------------------------
Victor J. Dzau

/s/ CONNIE MACK III                                 Director                               June 13, 2002
------------------------------------------
Connie Mack III
</TABLE>

<PAGE>

         Pursuant to the requirements of the Securities Act of 1933, the
administrator of the Genzyme Surgical Products Corporation Savings and
Investment Plan has duly caused this registration statement to be signed on
its behalf by the undersigned hereunto duly authorized, in the in the City of
Cambridge, Commonwealth of Massachusetts, as of June 13, 2002.

                                GENZYME SURGICAL PRODUCTS CORPORATION SAVINGS
                                AND INVESTMENT PLAN

                                By:  Benefits Administration Committee



Date: June 13, 2002             By:  /S/ ROBERT HESSLEIN
                                    -----------------------------------
                                    Robert Hesslein


<PAGE>
                                  EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION

     *4.1         Restated Articles of Organization of Genzyme, as amended.
                  Filed as Exhibit 3 to Genzyme's Current Report on Form 8-K
                  filed with the SEC on June 6, 2001, and incorporated herein by
                  reference.

     *4.2         By-laws of Genzyme, as amended. Filed as Exhibit 3.2 to
                  Genzyme's Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 1999, and incorporated herein by reference.

     *4.3         Second Amended and Restated Renewed Rights Agreement dated as
                  of December 18, 2000 between Genzyme and American Stock
                  Transfer and Trust Company. Filed as Exhibit 4 to Genzyme's
                  Registration Statement on Form 8-A filed on December 19, 2000,
                  as amended on June 6, 2001, and incorporated herein by
                  reference.

     *4.4         Certificate of Adjustment. Filed as Exhibit 5 to Amendment No.
                  1 to Genzyme's Registration Statement on Form 8-A filed on
                  June 6, 2001, and incorporated herein by reference.

     *4.5         Biomatrix, Inc. 6.9% Convertible Subordinated Note due May 14,
                  2003. Filed as Exhibit 4.1 to Genzyme's Current Report on Form
                  8-K filed on January 2, 2001, and incorporated herein by
                  reference.

     *4.6         Warrant Agreement between Genzyme and Comdisco, Inc. Filed as
                  Exhibit 10.22 to a General Form for Registration on Form 10 of
                  PharmaGenics, Inc. (File No.0-20138), and incorporated herein
                  by reference.

     *4.7         Indenture, dated as of May 8, 2001, by and between Genzyme and
                  State Street Bank and Trust Company as trustee, including the
                  form of debenture. Filed as Exhibit 4.1 to Genzyme's Current
                  Report on Form 8-K filed on May 11, 2001, and incorporated
                  herein by reference.

     *4.8         Registration Rights Agreement, dated as of May 3, 2001, by and
                  among Genzyme, Credit Suisse First Boston Corporation, Goldman
                  Sachs & Co. and Salomon Smith Barney Inc. Filed as Exhibit 4.2
                  to Genzyme's Current Report on Form 8-K filed on May 11, 2001,
                  and incorporated herein by reference.

     *4.9         Warrant to purchase common stock issued by Novazyme
                  Pharmaceuticals, Inc. (f/k/a Targeted Therapy, Inc.). Filed as
                  Exhibit 4.1 to Genzyme's Quarterly Report on Form 10-Q for the
                  quarter ended September 30, 2001, and incorporated herein by
                  reference.

     *4.10        Securities Purchase Agreement, dated as of April 17, 2001 and
                  amended on September 26, 2001, by and among Novazyme
                  Pharmaceuticals, Inc. and several purchasers. Filed as Exhibit
                  4.1 to Genzyme's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 2001, and incorporated herein by
                  reference.

     5            Opinion of Palmer & Dodge LLP. Filed herewith.

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

     23.2         Consent of Ernst & Young LLP, independent auditors to Focal,
                  Inc. Filed herewith.

     23.3         Consent of McKay, Carne, Buniva & Lazarus LLP, independent
                  accountants to Wyntek Diagnostics, Inc. Filed herewith.

     23.4         Consent of Arthur Andersen LLP, independent accountants to
                  Novazyme Pharmaceuticals, Inc. Filed herewith.

     23.5         Consent of Palmer & Dodge LLP (contained in Exhibit 5 hereto).

<PAGE>

     24           Power of Attorney (included on signature page to this
                  registration statement).

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

*    Indicates exhibit previously filed with the Securities and Exchange
     Commission and incorporated herein by reference. Exhibits filed with Forms
     10-K, 10-Q, 8-K, 8-A or Schedule 14A of Genzyme Corporation were filed
     under Commission File No. 0-14680.
[{"type": "S-8", "sequence": "1", "filename": "a2081987zs-8.txt", "description": "S-8", "secsgml_size_bytes": 27059}]
{"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": "333-90514", "film-number": "02679306"}, "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"}}
As filed with the Securities and Exchange Commission on June 14, 2002

                       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                                        (I.R.S. Employer
jurisdiction of incorporation)                              Identification No.)

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

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

                      GENZYME SURGICAL PRODUCTS CORPORATION
                           SAVINGS AND INVESTMENT 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
                              111 Huntington Avenue
                           Boston, Massachusetts 02199
                                 (617) 239-0100

                         CALCULATION OF REGISTRATION FEE
---------------------------------------- ------------------ -------------------- ------------------- ----------------
                                                              Proposed maximum     Proposed maximum
  Title of each class of securities to      Amount to be     offering price per       aggregate           Amount of
            be registered (1)              registered (2)           share           offering price    registration fee
 ---------------------------------------- ------------------ -------------------- ------------------- ----------------
Genzyme General Division common stock,
 $0.01 par value (3)                        25,000 shares           $28.61 (4)        $715,250.00           $65.80
 ---------------------------------------- ------------------ -------------------- ------------------- ----------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.

(2) The registration statement shall also cover such additional number of shares
    of Genzyme General Division common stock ("Genzyme General Stock") as are
    required for issuance upon a stock split, stock dividend or similar
    transaction.

(3) Includes associated purchase rights which currently are evidenced by
    certificates for shares of Genzyme General Stock and automatically trade
    with such shares.

(4) Estimated solely for the purpose of determining the registration fee and
    computed pursuant to Rule 457(c), based upon the average of the high
    ($29.50) and low ($27.71) sale prices for Genzyme General Stock, as
    reported by The Nasdaq National Market on June 7, 2002.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         1.   Genzyme Corporation's Annual Report on Form 10-K for the year
              ended December 31, 2001, filed on April 1, 2002;

         2.   Genzyme Surgical Products Corporation Savings and Investment
              Plan's Annual Report on Form 11-K for the year ended December
              31, 2000, filed on June 11, 2002;

         3.   Genzyme Corporation's Quarterly Report on Form 10-Q for the
              quarter ended March 31, 2002, filed on May 15, 2002;

         4.   Genzyme Corporation's Current Report on Form 8-K filed on May 18,
              2001 which contains the audited financial statements of Wyntek
              Diagnostics, Inc. as of December 31, 2000 and 1999 and for each of
              the two years in the period ended December 31, 2000, including the
              independent accountants' report dated January 31, 2001, and the
              unaudited financial statements of Wyntek Diagnostics, Inc. as of
              and for the three months ended March 31, 2001 and 2000;

         5.   Current Reports on Form 8-K filed on May 22, 2001 and August 28,
              2001 which contain unaudited pro forma financial information
              relating to our acquisitions of Wyntek Diagnostics, Inc. and
              Focal, Inc.

         6.   Genzyme Corporation's Current Report on Form 8-K filed on
              September 7, 2001 which contains the audited financial statements
              of Novazyme Pharmaceuticals, Inc. as of December 31, 2000 and 1999
              and for the year ended December 31, 2000 and the periods from
              inception (April 16, 1999) to December 31, 1999 and 2000,
              including the report of independent public accountants dated
              February 26, 2001, and the unaudited financial statements of
              Novazyme Pharmaceuticals, Inc. as of June 30, 2001 and December
              31, 2000 and for the six months ended June 30, 2001 and 2000 and
              the period from inception (April 16, 1999) to June 30, 2001;

         7.   Current Report on Form 8-K filed on September 20, 2001 which
              contains unaudited pro forma financial information relating to our
              acquisition of Novazyme Pharmaceuticals, Inc.

         8.   Genzyme Corporation's Proxy Statement on Schedule 14A filed on
              April 23, 2002;

         9.   The description of Genzyme General Stock contained in Genzyme
              Corporation's Registration Statement on Form 8-A filed on December
              19, 2000, as amended on June 6, 2001, including any further
              amendment or report filed hereafter for the purpose of updating
              such description;

         10.  The description of Genzyme General Stock purchase rights contained
              in Genzyme Corporation's Registration Statement on Form 8-A filed
              on December 19, 2000, as amended on June 6, 2001, 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
Genzyme Corporation and by the Genzyme Surgical Products Corporation Savings and
Investment Plan 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.

         The material set forth below that Focal, Inc. previously filed with the
SEC (File No. 0-23247) is also incorporated herein by reference:

         1.   Audited financial statements and related notes, including the
              report of independent auditors, of Focal set forth on pages 35 to
              51 of Focal's Annual Report on Form 10-K for the year ended
              December 31, 2000 (filed on April 2, 2001), as amended on April
              30, 2001.
2.   Unaudited financial statements and related notes of Focal set
              forth on pages 3 to 9 of Focal's Quarterly Report on Form 10-Q for
              the quarter ended March 31, 2001 (filed on May 9, 2001).

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 amended and 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 Genzyme 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 its 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. Article VI.C.5. of
Genzyme's Restated Articles of Organization, as amended, provides that no
director shall be personally liable to Genzyme or its stockholders
for monetary damages for any breach of fiduciary duty as a director, except to
the extent that such exculpation is not permitted under the Massachusetts
Business Corporation Law as in effect when such liability is determined.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         Not applicable.

ITEM 8.  EXHIBITS.
         See Exhibit Index immediately following signature page.

ITEM 9.  UNDERTAKINGS.
         (a) The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

                  (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 the Genzyme Surgical Products
Corporation Savings and Investment Plan's annual report pursuant to 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.
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 of 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, as of June
13, 2002.
                                      GENZYME CORPORATION

                                      By: /s/ MICHAEL S. WYZGA
                                          -------------------------------------
                                          Michael S. Wyzga
                                          Senior Vice President, Finance;
                                          Chief Financial Officer; and Chief
                                          Accounting 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 Officer            June 13, 2002
------------------------------------------          and Director
Henri A. Termeer

/s/ MICHAEL S. WYZGA                                Principal Financial and                June 13, 2002
------------------------------------------          Accounting Officer
Michael S. Wyzga

/s/ CONSTANTINE E. ANAGNOSTOPOULOS                  Director                               June 13, 2002
------------------------------------------
Constantine E. Anagnostopoulos

/s/ DOUGLAS A. BERTHIAUME                           Director                               June 13, 2002
------------------------------------------
Douglas A. Berthiaume

/s/ HENRY E. BLAIR                                  Director                               June 13, 2002
------------------------------------------
Henry E. Blair

/s/ ROBERT J. CARPENTER                             Director                               June 13, 2002
------------------------------------------
Robert J. Carpenter

/s/ CHARLES L. COONEY                               Director                               June 13, 2002
------------------------------------------
Charles L. Cooney

/s/ VICTOR J. DZAU                                  Director                               June 13, 2002
------------------------------------------
Victor J. Dzau

/s/ CONNIE MACK III                                 Director                               June 13, 2002
------------------------------------------
Connie Mack III
Pursuant to the requirements of the Securities Act of 1933, the
administrator of the Genzyme Surgical Products Corporation Savings and
Investment Plan has duly caused this registration statement to be signed on
its behalf by the undersigned hereunto duly authorized, in the in the City of
Cambridge, Commonwealth of Massachusetts, as of June 13, 2002.

                                GENZYME SURGICAL PRODUCTS CORPORATION SAVINGS
                                AND INVESTMENT PLAN

                                By:  Benefits Administration Committee

Date: June 13, 2002             By:  /S/ ROBERT HESSLEIN
                                    -----------------------------------
                                    Robert Hesslein
EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION

     *4.1         Restated Articles of Organization of Genzyme, as amended.
                  Filed as Exhibit 3 to Genzyme's Current Report on Form 8-K
                  filed with the SEC on June 6, 2001, and incorporated herein by
                  reference.

     *4.2         By-laws of Genzyme, as amended. Filed as Exhibit 3.2 to
                  Genzyme's Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 1999, and incorporated herein by reference.

     *4.3         Second Amended and Restated Renewed Rights Agreement dated as
                  of December 18, 2000 between Genzyme and American Stock
                  Transfer and Trust Company. Filed as Exhibit 4 to Genzyme's
                  Registration Statement on Form 8-A filed on December 19, 2000,
                  as amended on June 6, 2001, and incorporated herein by
                  reference.

     *4.4         Certificate of Adjustment. Filed as Exhibit 5 to Amendment No.
                  1 to Genzyme's Registration Statement on Form 8-A filed on
                  June 6, 2001, and incorporated herein by reference.

     *4.5         Biomatrix, Inc. 6.9% Convertible Subordinated Note due May 14,
                  2003. Filed as Exhibit 4.1 to Genzyme's Current Report on Form
                  8-K filed on January 2, 2001, and incorporated herein by
                  reference.

     *4.6         Warrant Agreement between Genzyme and Comdisco, Inc. Filed as
                  Exhibit 10.22 to a General Form for Registration on Form 10 of
                  PharmaGenics, Inc. (File No.0-20138), and incorporated herein
                  by reference.

     *4.7         Indenture, dated as of May 8, 2001, by and between Genzyme and
                  State Street Bank and Trust Company as trustee, including the
                  form of debenture. Filed as Exhibit 4.1 to Genzyme's Current
                  Report on Form 8-K filed on May 11, 2001, and incorporated
                  herein by reference.

     *4.8         Registration Rights Agreement, dated as of May 3, 2001, by and
                  among Genzyme, Credit Suisse First Boston Corporation, Goldman
                  Sachs & Co. and Salomon Smith Barney Inc. Filed as Exhibit 4.2
                  to Genzyme's Current Report on Form 8-K filed on May 11, 2001,
                  and incorporated herein by reference.

     *4.9         Warrant to purchase common stock issued by Novazyme
                  Pharmaceuticals, Inc. (f/k/a Targeted Therapy, Inc.). Filed as
                  Exhibit 4.1 to Genzyme's Quarterly Report on Form 10-Q for the
                  quarter ended September 30, 2001, and incorporated herein by
                  reference.

     *4.10        Securities Purchase Agreement, dated as of April 17, 2001 and
                  amended on September 26, 2001, by and among Novazyme
                  Pharmaceuticals, Inc. and several purchasers. Filed as Exhibit
                  4.1 to Genzyme's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 2001, and incorporated herein by
                  reference.

     5            Opinion of Palmer & Dodge LLP. Filed herewith.

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

     23.2         Consent of Ernst & Young LLP, independent auditors to Focal,
                  Inc. Filed herewith.

     23.3         Consent of McKay, Carne, Buniva & Lazarus LLP, independent
                  accountants to Wyntek Diagnostics, Inc. Filed herewith.

     23.4         Consent of Arthur Andersen LLP, independent accountants to
                  Novazyme Pharmaceuticals, Inc. Filed herewith.

     23.5         Consent of Palmer & Dodge LLP (contained in Exhibit 5 hereto).
24           Power of Attorney (included on signature page to this
                  registration statement).

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

*    Indicates exhibit previously filed with the Securities and Exchange
     Commission and incorporated herein by reference. Exhibits filed with Forms
     10-K, 10-Q, 8-K, 8-A or Schedule 14A of Genzyme Corporation were filed
     under Commission File No. 0-14680.