<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)

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

                       1999 EMPLOYEE STOCK PURCHASE 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>
 ------------------------------------ ------------------ -------------------- --------------------- ------------------
<S>                                  <C>                <C>                  <C>                   <C>
                                                          Proposed maximum      Proposed maximum
  Title of each class of securities     Amount to be     offering price per    aggregate offering       Amount of
          to be registered             registered (1)           share                price          registration fee
 ------------------------------------ ------------------ -------------------- --------------------- ------------------
 Genzyme General Division Common
 Stock, $0.01 par value (2)            800,000 shares        $53.81 (3)           $43,048,000              --
 ------------------------------------ ------------------ -------------------- --------------------- ------------------
 Genzyme Biosurgery Division Common
 Stock, $0.01 par value (2)            100,000 shares         $5.84 (3)              $584,000              --
 ------------------------------------ ------------------ -------------------- --------------------- ------------------
 TOTAL                                       --                  --               $43,632,000            $10,429
 ==================================== ================== ==================== ===================== ==================
</TABLE>

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

(2) Includes associated purchase rights which currently are evidenced by
    certificates for shares of Genzyme General Stock and Biosurgery 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 and the
    average of the high ($6.17) and low ($5.50) sale prices for Biosurgery
    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.

     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 and Biosurgery Stock offered hereunder have been sold
or which deregisters all shares of Genzyme General Stock and Biosurgery 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:

<PAGE>


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

<PAGE>


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

</TABLE>

<PAGE>


<TABLE>
<S>                                                <C>                                    <C>

  /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


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.

<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).
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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)

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

                       1999 EMPLOYEE STOCK PURCHASE 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     Amount to be     offering price per    aggregate offering       Amount of
          to be registered             registered (1)           share                price          registration fee
 ------------------------------------ ------------------ -------------------- --------------------- ------------------
 Genzyme General Division Common
 Stock, $0.01 par value (2)            800,000 shares        $53.81 (3)           $43,048,000              --
 ------------------------------------ ------------------ -------------------- --------------------- ------------------
 Genzyme Biosurgery Division Common
 Stock, $0.01 par value (2)            100,000 shares         $5.84 (3)              $584,000              --
 ------------------------------------ ------------------ -------------------- --------------------- ------------------
 TOTAL                                       --                  --               $43,632,000            $10,429
 ==================================== ================== ==================== ===================== ==================
(1) The registration statement shall also cover such additional number of shares
    of Genzyme General Division common stock ("Genzyme General Stock") and
    Genzyme Biosurgery Division common stock ("Biosurgery Stock") as are
    required for issuance upon a stock split, stock dividend or similar
    transaction.

(2) Includes associated purchase rights which currently are evidenced by
    certificates for shares of Genzyme General Stock and Biosurgery 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 and the
    average of the high ($6.17) and low ($5.50) sale prices for Biosurgery
    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.

     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 and Biosurgery Stock offered hereunder have been sold
or which deregisters all shares of Genzyme General Stock and Biosurgery 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).