SCHEDULE 14A
                   Proxy Statement Pursuant to Section 14(a)
           of the Securities Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant                     [ ]

Filed by a Party other than the Registrant  [x]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[X]  Soliciting Material Pursuant to 240.14a-12

                              GENZYME CORPORATION
                (Name of Registrant as Specified In Its Charter)

                                 CARL C. ICAHN
                            DR. ALEXANDER J. DENNER
                             DR. STEVEN J. BURAKOFF
                              DR. RICHARD MULLIGAN
                         HIGH RIVER LIMITED PARTNERSHIP
                             HOPPER INVESTMENTS LLC
                                 BARBERRY CORP.
                               ICAHN PARTNERS LP
                         ICAHN PARTNERS MASTER FUND LP
                        ICAHN PARTNERS MASTER FUND II LP
                       ICAHN PARTNERS MASTER FUND III LP
                          ICAHN ENTERPRISES G.P. INC.
                        ICAHN ENTERPRISES HOLDINGS L.P.
                                   IPH GP LLC
                               ICAHN CAPITAL L.P.
                                ICAHN ONSHORE LP
                               ICAHN OFFSHORE LP
                                 BECKTON CORP.
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]  No fee  required.

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          pursuant  to Exchange Act Rule 0-11 (set forth the amount on which the
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On  February  19,  2010,  entities  affiliated  with  Mr.  Icahn  delivered  the
"Shareholders'  Notice of Nomination of Persons for Election as Directors at the
2010 Annual Meeting of Shareholders of Genzyme Corporation" (the "Notice"). Such
Notice  states  the  intention of High River Limited Partnership, Icahn Partners
LP,  Icahn Partners Master Fund LP, Icahn Partners Master Fund II L.P. and Icahn
Partners  Master  Fund III L.P. to seek to nominate four persons for election to
the  Board  of Directors at the next annual meeting of shareholders with respect
to  Genzyme  Corporation.

On  February  23,  2010,  Mr. Icahn issued the attached press release, a copy of
which  is  attached  hereto  as  Exhibit  1.


SECURITY  HOLDERS  ARE  ADVISED  TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO  THE  SOLICITATION  OF  PROXIES  BY  CARL C. ICAHN, DR. ALEXANDER J.
DENNER,  DR.  STEVEN  J.  BURAKOFF,  DR.  RICHARD  MULLIGAN,  HIGH RIVER LIMITED
PARTNERSHIP,  HOPPER  INVESTMENTS  LLC, BARBERRY CORP., ICAHN PARTNERS LP, ICAHN
PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER
FUND  III  LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH
GP  LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP.,
AND  CERTAIN  OF  THEIR  RESPECTIVE  AFFILIATES FROM THE SHAREHOLDERS OF GENZYME
CORPORATION  FOR  USE  AT ITS ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE
THEY  WILL  CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS  IN ANY SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY
STATEMENT  AND  A  FORM  OF  PROXY  WILL BE AVAILABLE TO SHAREHOLDERS OF GENZYME
CORPORATION  FROM THE PARTICIPANTS AT NO CHARGE AND WILL ALSO BE AVAILABLE AT NO
CHARGE  AT  THE  SECURITIES  AND  EXCHANGE  COMMISSION'S  WEBSITE  AT
HTTP://WWW.SEC.GOV.




                                                                       EXHIBIT 1

FOR IMMEDIATE RELEASE
CONTACT: SUSAN GORDON
212-702-4309

                       ICAHN NOMINATES 4 TO GENZYME SLATE

NEW  YORK,  NEW  YORK-  FEBRUARY  23, 2010 (NASDAQ: GENZ) - Carl Icahn announced
today  that  he  and  his  affiliated  entities  notified Genzyme Corporation on
Friday,  February 19, 2010, of their intention to nominate 4 director candidates
at  the  2010 annual meeting of Genzyme shareholders. Mr. Icahn stated that "Our
slate  consists  of Dr. Alex Denner, who is a managing director of entities that
advise  Icahn  managed  hedge funds, Dr. Richard Mulligan of the Harvard Medical
School,  Dr.  Steven  J.  Burakoff,  of  the  Mount Sinai School of Medicine and
myself."  Mr. Icahn further stated that, "both Dr. Mulligan and Dr. Burakoff are
brilliant  members  of  the  medical  community  and will add much practical and
scientific  expertise  to  the  Genzyme  Board  when  they are elected and Alex,
Richard and I have had much biotech experience with ImClone and other companies.
Our  team,  on  becoming  members  of  the  ImClone  Board, worked diligently to
resuscitate the company and achieve great returns for all shareholders. We would
hope  to  achieve  the  same result for Genzyme shareholders." Additionally, Mr.
Icahn  stated,  "given  that Genzyme's management has performed so poorly in the
past,  our  first  task  will be to attempt to help fix what is broken. You need
only  read  the  financial  press  to  know  that  Genzyme  is  ailing  and  its
shareholders  will  benefit  if strong medicine is applied. We have heard from a
number of shareholders that they have very little faith in the current Board and
believe  that  there  should  be  a  major  shake-up  in  its  composition."

Icahn's four director nominees are:

DR. STEVEN BURAKOFF
- -------------------
Dr.  Steven Burakoff's principal occupation is serving as Professor of Medicine,
Hematology  and  Medical  Oncology  at  the  Mount  Sinai School of Medicine and
director  of the Tisch Cancer Institute at the Mount Sinai Medical Center, since
2007.  Prior  to  his appointment at Mount Sinai, Dr. Burakoff was the Laura and
Isaac  Perlmutter  Professor,  New York University School of Medicine; Director,
New  York  University  Cancer  Institute;  and  Director,  Skirball Institute of
Biomolecular  Medicine,  New  York  University  School of Medicine, from 2000 to
2007.  Previously,  Dr.  Burakoff  was  Chair  of  Pediatric  Oncology  at  the
Dana-Farber  Cancer  Institute; the Margaret M. Dyson Professor of Pediatrics at
the  Harvard  Medical  School, and also received an Honorary Master's of Science
Degree  from  Harvard  University.  He  was  the  recipient of the first Harvard
Medical  School  Excellence  in  Mentoring  Award.  He was also the Ted Williams
Senior Investigator at the Dana-Farber Cancer Institute, and he also served as a
member  of  the  Board  of  Trustees  of  the  Dana-Farber Cancer Institute. Dr.
Burakoff  serves  as  a  member  of the External Advisory Committee at: the Cold
Spring Harbor Laboratory Cancer Center, the Baylor Medical School Cancer Center,
and  the  Cancer  Center  of the University of Massachusetts Medical School, the
Albert  Einstein  College  of  Medicine  Cancer Center and the St. Jude's Cancer
Center.  Dr.  Burakoff  holds  memberships  in  many  professional societies and
organizations,  including:  Alpha  Omega Alpha, the American Society of Clinical
Investigation,  and  the  Association  of  American Physicians, and the American
Association  of Immunologist where he serves as Secretary-Treasurer. He has been
an Editor and Associate Editor for numerous journals and author of more than 300
publications  in  peer-reviewed journals. On May 11, 2009, Dr. Burakoff received
the  American  Association  of  Immunologists  Lifetime  Achievement  Award.  On
September  22,  2009,  Dr.  Burakoff  received the Lillian and Henry M. Stratton
Professor  of  Cancer Medicine endowed professorship from the Mount Sinai School
of  Medicine.  Since  2009,  Dr.  Burakoff  has  served  as a director of Ligand
Pharmaceuticals  Incorporated,  a  publicly  traded royalty-driven biotechnology
company  and  from  2005  through  2008  served as a director of Pharmacopeia, a
publicly  traded  biopharmaceutical  company  which was then acquired by Ligand.

Dr. Burakoff graduated from Lehigh University with a Bachelor of Science degree,
received  his  Master's  degree  from  Queens  College, and his M.D. from Albany
Medical  College.


DR. RICHARD MULLIGAN
- --------------------
Dr.  Mulligan's principal occupation is serving as the Mallinckrodt Professor of
Genetics  at  Harvard  Medical  School, and Director of the Harvard Gene Therapy
Initiative.  Professor  Mulligan received his B.S. degree from the Massachusetts
Institute  of  Technology,  and his Ph.D. from the Department of Biochemistry at
Stanford University School of Medicine. After receiving postdoctoral training at
the Center for Cancer Research at MIT, Professor Mulligan joined the MIT faculty
and  subsequently was appointed Professor of Molecular Biology and Member of the
Whitehead Institute for Biomedical Research before moving to Children's Hospital
and  Harvard  in  1996.  His  honors include the MacArthur Foundation Prize, the
Rhodes  Memorial  Award  of  the  American  Association for Cancer Research, the
ASMB-Amgen  Award,  and  the  Nagai Foundation International Prize. Dr. Mulligan
served  as  a  director  of  ImClone  System  Incorporated,  a  publicly  traded
biopharmaceutical  company,  from  September  2006 until November 2008, and as a
member  of  Scientific  Advisory Board and Executive Committee. In addition, Dr.
Mulligan  has  served  as  a director of Biogen Idec Pharmaceuticals, a publicly
traded biopharmaceutical company from June 2009 until the present, as a director
of  Enzon  Pharmaceuticals, a publicly traded biopharmaceutical company from May
2009  until  the  present,  and  as  a director of Cellectis SA, a biotechnology
company  which specializes in genome engineering, since 2007. He has also served
on the National Institutes of Health's Recombinant DNA Advisory Committee and on
the  U.S.  Food  and  Drug Administration Biological Response Modifiers Advisory
Committee.


DR. ALEXANDER J. DENNER
- -----------------------
Dr.  Denner's  principal  occupation is serving as Managing Director of entities
affiliated  with  Carl  C.  Icahn, including Icahn Partners, Icahn Master, Icahn
Master  II  and  Icahn Master III. Icahn Partners, Icahn Master, Icahn Master II
and Icahn Master III are private investment funds. Dr. Denner has served in this
position  since August 2006. From April 2005 to May 2006, Dr. Denner served as a
portfolio  manager  specializing  in  healthcare  investments  for Viking Global
Investors.  Previously,  he  served  in  a  variety  of roles at Morgan Stanley,
beginning  in  1996,  including  as  portfolio  manager  of  healthcare  and
biotechnology  mutual  funds.  Dr.  Denner  was  the  chairman  of the Executive
Committee  of the Board of Directors of ImClone Systems Incorporated, a publicly
traded biopharmaceutical company, and a director of ImClone Systems Incorporated
from  April  2006 until the company was purchased in December 2008. He served on
the  Board of Adventrx Pharmaceuticals Inc., a publicly traded biopharmaceutical
company from October 2006 to October 2009. In addition, Dr. Denner has served as
a  director  of Biogen Idec Pharmaceuticals, a publicly traded biopharmaceutical
company  from  June,  2009  until  the  present,  as  a  director  of  Amylin
Pharmaceuticals,  Inc.,  a  publicly traded biopharmaceutical company since June
2009,  as  a  director  of  Enzon  Pharmaceuticals,  a  publicly  traded
biopharmaceutical  company  from  May 2009 until the present, and as Chairman of
the  Board  of  Directors  of  Enzon  Pharmaceuticals  from July, 2009 until the
present. Dr. Denner received his S.B. degree from the Massachusetts Institute of
Technology  and  his  M.S.,  M.Phil.,  and  Ph.D.  degrees from Yale University.


CARL C. ICAHN
- -------------
Carl  C.  Icahn  has  served as chairman of the board and a director of Starfire
Holding Corporation ("Starfire"), a privately-held holding company, and chairman
of  the  board  and  a director of various subsidiaries of Starfire, since 1984.
Since  August  2007,  through  his  position as Chief Executive Officer of Icahn
Capital  LP,  a  wholly-owned  subsidiary  of  Icahn  Enterprises  L.P.  ("Icahn
Enterprises"), and certain related entities, Mr. Icahn's principal occupation is
managing  private  investment funds, including Icahn Partners LP, Icahn Partners
Master Fund LP, Icahn Partners Master Fund II LP, and Icahn Partners Master Fund
III  LP.  From November 2004 to August 2007, Mr. Icahn conducted this occupation
through  his  entities  CCI  Onshore Corp. and CCI Offshore Corp. Since November
1990,  Mr.  Icahn has been chairman of the board of Icahn Enterprises G.P. Inc.,
the  general  partner  of  Icahn Enterprises. Icahn Enterprises is a diversified
holding  company  engaged  in  a  variety  of  businesses,  including investment
management,  metals,  automotive,  real estate, railcar, food/packaging and home
fashion. Mr. Icahn was chairman of the board and president of Icahn & Co., Inc.,
a  registered  broker-dealer  and  a  member  of  the  National  Association  of
Securities  Dealers,  from 1968 to 2005. Mr. Icahn has served as chairman of the
board  and as a director of American Railcar Industries, Inc., a company that is
primarily  engaged  in  the  business  of  manufacturing covered hopper and tank
railcars,  since  1994.  From  October  1998 through May 2004, Mr. Icahn was the
president  and a director of Stratosphere Corporation, the owner and operator of
the  Stratosphere Hotel and Casino in Las Vegas, which, until February 2008, was
a  subsidiary  of  Icahn  Enterprises. From September 2000 to February 2007, Mr.
Icahn  served  as the chairman of the board of GB Holdings, Inc., which owned an
interest  in  Atlantic Coast Holdings, Inc., the owner and operator of The Sands
casino  in  Atlantic  City  until November 2006. From September 2006 to November
2008,  Mr.  Icahn  was a director of ImClone Systems Incorporated ("ImClone"), a
biopharmaceutical  company,  and  from October 2006 to November 2008, he was the
chairman of the board of ImClone. Mr. Icahn has been chairman of the board and a
director  of  XO  Holdings,  Inc., a telecommunications services provider, since
February  2006,  and  of its predecessor from January 2003 to February 2006. Mr.
Icahn  has  served  as a director of Cadus Corporation, a company engaged in the
ownership  and  licensing  of yeast-based drug discovery technologies since July
1993.  From  May  2005  to  January  2010,  Mr.  Icahn  served  as a director of
Blockbuster  Inc., a provider of in-home movie rental and game entertainment. In
October  2005,  Mr.  Icahn became a director of WestPoint International, Inc., a
manufacturer  of  bed  and  bath  home  fashion  products.  From  August 2007 to
September  2009,  Mr.  Icahn  was a director of WCI Communities, Inc. ("WCI"), a
homebuilding  company.  In  December  2007,  Mr.  Icahn  became  a  director  of
Federal-Mogul  Corporation ("Federal-Mogul"), a supplier of automotive products,
and  since  January  2008,  has been the chairman of the board of Federal-Mogul.
From  August  2008  to  October 2009, Mr. Icahn was a director of Yahoo! Inc., a
company  that  provides  Internet services to users, advertisers, publishers and
developers  worldwide.  Mr.  Icahn  received his B.A. from Princeton University.


SECURITY  HOLDERS  ARE  ADVISED  TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO  THE  SOLICITATION  OF  PROXIES  BY  CARL C. ICAHN, DR. ALEXANDER J.
DENNER,  DR.  STEVEN  J.  BURAKOFF,  DR.  RICHARD  MULLIGAN,  HIGH RIVER LIMITED
PARTNERSHIP,  HOPPER  INVESTMENTS  LLC, BARBERRY CORP., ICAHN PARTNERS LP, ICAHN
PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER
FUND  III  LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH
GP  LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP.,
AND  CERTAIN  OF  THEIR  RESPECTIVE  AFFILIATES FROM THE STOCKHOLDERS OF GENZYME
CORPORATION  FOR  USE  AT ITS ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE
THEY  WILL  CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS  IN ANY SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY
STATEMENT  AND  A  FORM  OF  PROXY  WILL BE AVAILABLE TO STOCKHOLDERS OF GENZYME
CORPORATION  FROM THE PARTICIPANTS AT NO CHARGE AND WILL ALSO BE AVAILABLE AT NO
CHARGE  AT  THE  SECURITIES  AND  EXCHANGE  COMMISSION'S  WEBSITE  AT
HTTP://WWW.SEC.GOV.