<Page>

    As filed with the Securities and Exchange Commission on January 15, 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 jurisdiction             (I.R.S. Employer Identification No.)
         of incorporation)

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

                         1998 DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

                                PETER WIRTH, ESQ.
                               Genzyme Corporation
                               One Kendall Square
                         Cambridge, Massachusetts 02139
                                 (617) 252-7500
            (Name, address and telephone number of agent for service)

                                 with copies to:

                             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                registered (1)           share           offering price     registration fee
-----------------------------------------------------------------------------------------------------------------------
 <S>                                       <C>                   <C>                 <C>                   <C>
 Genzyme General Division Common Stock,
 $0.01 par value (2)                       250,000 shares        $53.81 (3)           $13,452,500            --
-----------------------------------------------------------------------------------------------------------------------
 Genzyme Biosurgery Division Common
 Stock, $0.01 par value (2)                200,000 shares         $5.84 (3)            $1,168,000            --
-----------------------------------------------------------------------------------------------------------------------
 Genzyme Molecular Oncology Division       150,000 shares         $8.15 (3)            $1,222,500            --
 Common Stock, $0.01 par value (2)
-----------------------------------------------------------------------------------------------------------------------
 TOTAL..................................        --                  --                $15,843,000          $3,787
=======================================================================================================================
</Table>

(1) The registration statement shall also cover such additional number of shares
    of Genzyme General Division common stock ("Genzyme General Stock"), Genzyme
    Biosurgery Division common stock ("Biosurgery Stock") and Genzyme Molecular
    Oncology Division common stock ("Molecular Oncology Stock") as are required
    for issuance upon a stock split, stock dividend or similar transaction. This
    registration statement shall also cover 40,000 shares (adjusted for 2-for-1
    stock split in June 2001) of Genzyme General Stock that were carried forward
    from the Registrant's 1988 Director Stock Option Plan when it merged with
    and into the Registrant's 1998 Director Stock Option Plan but that were not
    reflected in footnote number 1 to the Registration Statement on Form S-8
    (File No. 333-64103); the associated filing fee originally paid with the
    registration of these shares under the 1988 Director Stock Option Plan
    pursuant to the Registration Statement on Form S-8 (File No. 33-68208) was
    $222.66.

(2) Includes associated purchase rights which currently are evidenced by
    certificates for shares of Genzyme General Stock, Biosurgery Stock and
    Molecular Oncology Stock, respectively, and automatically trade with such
    shares.

(3) Estimated solely for the purpose of determining the registration fee and
    computed pursuant to Rule 457(h), based upon the average of the high
    ($55.50) and low ($52.11) sale prices for Genzyme General Stock, the average
    of the high ($6.17) and low ($5.50) sale prices for Biosurgery Stock, and
    the average of the high ($8.29) and low ($8.01) sale prices for Molecular
    Oncology Stock, each as reported by The Nasdaq National Market on January 8,
    2002.
<Page>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

   1.         Annual Report on Form 10-K for the year ended December 31, 2000,
              filed on April 2, 2001;

   2.         Quarterly Reports on Form 10-Q for the quarters ended March 31,
              2001 (filed on May 15, 2001), June 30, 2001 (filed on August 14,
              2001) and September 30, 2001 (filed on November 9, 2001);

   3.         Current Reports on Form 8-K filed on December 15, 2000 (as amended
              on Form 8-K/A filed on February 27, 2001 and May 3, 2001), January
              2, 2001 (as amended on Form 8-K/A filed on March 2, 2001 and May
              3, 2001), March 9, 2001, April 26, 2001, May 11, 2001, May 22,
              2001, June 6, 2001, June 6, 2001, July 12, 2001, August 22, 2001
              August 28, 2001, September 20, 2001 and October 9, 2001;

   4.         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 Report on Form 8-K filed on September 7, 2001 which
              contains the audited financial statements of Novazyme 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 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;

   6.         Proxy Statement on Schedule 14A filed on April 24, 2001;

   7.         The description of Genzyme General Stock contained in our
              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;

   8.         The description of Genzyme General Stock purchase rights contained
              in our 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;

   9.         The description of Biosurgery Stock contained in our 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; and

   10.        The description of Biosurgery Stock purchase rights contained in
              our 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.

   11.        The description of Molecular Oncology Stock contained in our
              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; and

   12.        The description of Molecular Oncology Stock purchase rights
              contained in our 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
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, Biosurgery Stock and Molecular Oncology Stock
offered hereunder have been sold or which deregisters all shares of Genzyme
General Stock, Biosurgery Stock and Molecular Oncology Stock

<Page>

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 GelTex Pharmaceuticals, Inc.,
Biomatrix, Inc. and Focal, Inc. have previously filed with the SEC is also
incorporated herein by reference:

GELTEX FILINGS (FILE NO. 0-26872)

         1.   Audited financial statements and related notes, including the
              report of independent auditors, of GelTex set forth on pages F-1
              to F-20 of GelTex' Annual Report on Form 10-K for the year ended
              December 31, 1999 (filed on March 30, 2000), as amended on
              November 7, 2000.

         2.   Audited financial statements and related notes, including the
              report of independent accountants, of RenaGel LLC set forth in
              Exhibit 99.1 to GelTex' Annual Report on Form 10-K for the year
              ended December 31, 1999 (filed on March 30, 2000), as amended on
              November 7, 2000.

         3.   Unaudited financial statements and related notes of GelTex set
              forth on pages 3 to 9 of GelTex' Quarterly Report on Form 10-Q for
              the quarter ended September 30, 2000 (filed on November 14, 2000).

BIOMATRIX FILINGS (FILE NO. 0-19373)

         1.   Audited financial statements and related notes, including the
              report of independent accountants, of Biomatrix set forth on pages
              F-1 to F-21 of Biomatrix' Annual Report on Form 10-K for the year
              ended December 31, 1999 (filed on March 30, 2000), as amended on
              April 26, 2000 and October 26, 2000.

         2.   Unaudited financial statements and related notes of Biomatrix set
              forth on pages 3 to 14 of Biomatrix' Quarterly Report on Form 10-Q
              for the quarter ended September 30, 2000 (filed on November 14,
              2000).

FOCAL FILINGS (FILE NO. 0-23247)

         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
<Page>

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 Amended and Restated Articles of Organization 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;
<Page>

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

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

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

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

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 6
hereof, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<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
January 15, 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            January 15, 2002
------------------------------------------          and Director
Henri A. Termeer

  /s/ Michael S. Wyzga                              Principal Financial and                January 15, 2002
------------------------------------------          Accounting Officer
Michael S. Wyzga

  /s/ Constantine E. Anagnostopoulos                Director                               January 15, 2002
------------------------------------------
Constantine E. Anagnostopoulos


  /s/ Douglas A. Berthiaume                         Director                               January 15, 2002
------------------------------------------
Douglas A. Berthiaume

  /s/ Henry E. Blair                                Director                               January 15, 2002
------------------------------------------
Henry E. Blair

  /s/ Robert J. Carpenter                           Director                               January 15, 2002
------------------------------------------
Robert J. Carpenter

  /s/ Charles L. Cooney                             Director                               January 15, 2002
------------------------------------------
Charles L. Cooney

  /s/ Victor J. Dzau                                Director                               January 15, 2002
------------------------------------------
Victor J. Dzau

  /s/ Connie Mack III                               Director                               January 15, 2002
------------------------------------------
Connie Mack III
</Table>
<Page>

                                  EXHIBIT INDEX

<Table>
<Caption>
Exhibit No.       Description
-----------       -----------

     <S>          <C>
     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          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.

     4.5          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.

     4.6          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.

     4.7          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.

     4.8          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.

     4.9          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 Ernst & Young LLP, independent auditors to GelTex
                  Pharmaceuticals, Inc. Filed herewith.

     23.4         Consent of PricewaterhouseCoopers LLP, independent accountants
                  to Biomatrix, Inc. Filed herewith.

     23.5         Consent of PricewaterhouseCoopers LLP, independent accountants
                  to RenaGel LLC. Filed herewith.
<Page>

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

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

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

     24           Power of Attorney (included on signature page to this
                  registration statement).
</Table>
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{"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": "333-76768", "film-number": "2509885"}, "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 January 15, 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 jurisdiction             (I.R.S. Employer Identification No.)
         of incorporation)

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

                         1998 DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

                                PETER WIRTH, ESQ.
                               Genzyme Corporation
                               One Kendall Square
                         Cambridge, Massachusetts 02139
                                 (617) 252-7500
            (Name, address and telephone number of agent for service)

                                 with copies to:

                             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                registered (1)           share           offering price     registration fee
-----------------------------------------------------------------------------------------------------------------------
Genzyme General Division Common Stock,
 $0.01 par value (2)                       250,000 shares        $53.81 (3)           $13,452,500            --
-----------------------------------------------------------------------------------------------------------------------
 Genzyme Biosurgery Division Common
 Stock, $0.01 par value (2)                200,000 shares         $5.84 (3)            $1,168,000            --
-----------------------------------------------------------------------------------------------------------------------
 Genzyme Molecular Oncology Division       150,000 shares         $8.15 (3)            $1,222,500            --
 Common Stock, $0.01 par value (2)
-----------------------------------------------------------------------------------------------------------------------
 TOTAL..................................        --                  --                $15,843,000          $3,787
=======================================================================================================================
(1) The registration statement shall also cover such additional number of shares
    of Genzyme General Division common stock ("Genzyme General Stock"), Genzyme
    Biosurgery Division common stock ("Biosurgery Stock") and Genzyme Molecular
    Oncology Division common stock ("Molecular Oncology Stock") as are required
    for issuance upon a stock split, stock dividend or similar transaction. This
    registration statement shall also cover 40,000 shares (adjusted for 2-for-1
    stock split in June 2001) of Genzyme General Stock that were carried forward
    from the Registrant's 1988 Director Stock Option Plan when it merged with
    and into the Registrant's 1998 Director Stock Option Plan but that were not
    reflected in footnote number 1 to the Registration Statement on Form S-8
    (File No. 333-64103); the associated filing fee originally paid with the
    registration of these shares under the 1988 Director Stock Option Plan
    pursuant to the Registration Statement on Form S-8 (File No. 33-68208) was
    $222.66.

(2) Includes associated purchase rights which currently are evidenced by
    certificates for shares of Genzyme General Stock, Biosurgery Stock and
    Molecular Oncology Stock, respectively, and automatically trade with such
    shares.

(3) Estimated solely for the purpose of determining the registration fee and
    computed pursuant to Rule 457(h), based upon the average of the high
    ($55.50) and low ($52.11) sale prices for Genzyme General Stock, the average
    of the high ($6.17) and low ($5.50) sale prices for Biosurgery Stock, and
    the average of the high ($8.29) and low ($8.01) sale prices for Molecular
    Oncology Stock, each as reported by The Nasdaq National Market on January 8,
    2002.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

   1.         Annual Report on Form 10-K for the year ended December 31, 2000,
              filed on April 2, 2001;

   2.         Quarterly Reports on Form 10-Q for the quarters ended March 31,
              2001 (filed on May 15, 2001), June 30, 2001 (filed on August 14,
              2001) and September 30, 2001 (filed on November 9, 2001);

   3.         Current Reports on Form 8-K filed on December 15, 2000 (as amended
              on Form 8-K/A filed on February 27, 2001 and May 3, 2001), January
              2, 2001 (as amended on Form 8-K/A filed on March 2, 2001 and May
              3, 2001), March 9, 2001, April 26, 2001, May 11, 2001, May 22,
              2001, June 6, 2001, June 6, 2001, July 12, 2001, August 22, 2001
              August 28, 2001, September 20, 2001 and October 9, 2001;

   4.         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 Report on Form 8-K filed on September 7, 2001 which
              contains the audited financial statements of Novazyme 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 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;

   6.         Proxy Statement on Schedule 14A filed on April 24, 2001;

   7.         The description of Genzyme General Stock contained in our
              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;

   8.         The description of Genzyme General Stock purchase rights contained
              in our 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;

   9.         The description of Biosurgery Stock contained in our 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; and

   10.        The description of Biosurgery Stock purchase rights contained in
              our 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.

   11.        The description of Molecular Oncology Stock contained in our
              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; and

   12.        The description of Molecular Oncology Stock purchase rights
              contained in our 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
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, Biosurgery Stock and Molecular Oncology Stock
offered hereunder have been sold or which deregisters all shares of Genzyme
General Stock, Biosurgery Stock and Molecular Oncology 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 GelTex Pharmaceuticals, Inc.,
Biomatrix, Inc. and Focal, Inc. have previously filed with the SEC is also
incorporated herein by reference:

GELTEX FILINGS (FILE NO. 0-26872)

         1.   Audited financial statements and related notes, including the
              report of independent auditors, of GelTex set forth on pages F-1
              to F-20 of GelTex' Annual Report on Form 10-K for the year ended
              December 31, 1999 (filed on March 30, 2000), as amended on
              November 7, 2000.

         2.   Audited financial statements and related notes, including the
              report of independent accountants, of RenaGel LLC set forth in
              Exhibit 99.1 to GelTex' Annual Report on Form 10-K for the year
              ended December 31, 1999 (filed on March 30, 2000), as amended on
              November 7, 2000.

         3.   Unaudited financial statements and related notes of GelTex set
              forth on pages 3 to 9 of GelTex' Quarterly Report on Form 10-Q for
              the quarter ended September 30, 2000 (filed on November 14, 2000).

BIOMATRIX FILINGS (FILE NO. 0-19373)

         1.   Audited financial statements and related notes, including the
              report of independent accountants, of Biomatrix set forth on pages
              F-1 to F-21 of Biomatrix' Annual Report on Form 10-K for the year
              ended December 31, 1999 (filed on March 30, 2000), as amended on
              April 26, 2000 and October 26, 2000.

         2.   Unaudited financial statements and related notes of Biomatrix set
              forth on pages 3 to 14 of Biomatrix' Quarterly Report on Form 10-Q
              for the quarter ended September 30, 2000 (filed on November 14,
              2000).

FOCAL FILINGS (FILE NO. 0-23247)

         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 Amended and Restated Articles of Organization 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 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
January 15, 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            January 15, 2002
------------------------------------------          and Director
Henri A. Termeer

  /s/ Michael S. Wyzga                              Principal Financial and                January 15, 2002
------------------------------------------          Accounting Officer
Michael S. Wyzga

  /s/ Constantine E. Anagnostopoulos                Director                               January 15, 2002
------------------------------------------
Constantine E. Anagnostopoulos

  /s/ Douglas A. Berthiaume                         Director                               January 15, 2002
------------------------------------------
Douglas A. Berthiaume

  /s/ Henry E. Blair                                Director                               January 15, 2002
------------------------------------------
Henry E. Blair

  /s/ Robert J. Carpenter                           Director                               January 15, 2002
------------------------------------------
Robert J. Carpenter

  /s/ Charles L. Cooney                             Director                               January 15, 2002
------------------------------------------
Charles L. Cooney

  /s/ Victor J. Dzau                                Director                               January 15, 2002
------------------------------------------
Victor J. Dzau

  /s/ Connie Mack III                               Director                               January 15, 2002
------------------------------------------
Connie Mack III
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          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.

     4.5          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.

     4.6          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.

     4.7          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.

     4.8          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.

     4.9          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 Ernst & Young LLP, independent auditors to GelTex
                  Pharmaceuticals, Inc. Filed herewith.

     23.4         Consent of PricewaterhouseCoopers LLP, independent accountants
                  to Biomatrix, Inc. Filed herewith.

     23.5         Consent of PricewaterhouseCoopers LLP, independent accountants
                  to RenaGel LLC. Filed herewith.
23.6         Consent of McKay, Carne, Buniva & Lazarus LLP, independent
                  accountants to Wyntek Diagnostics, Inc. Filed herewith.

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

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

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