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


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

                              DR. STEVEN BURAKOFF
                            DR. ALEXANDER J. DENNER
                               MR. CARL C. ICAHN
                              DR. RICHARD MULLIGAN
                                 DR. ERIC ENDE
                         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)

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                                ICAHN CAPITAL LP

Dear Fellow Genzyme Shareholder,

Are you as tired as we are of seeing your investment in Genzyme erode because of
management's  continuing  track  record  of  avoidable  missteps  and  subpar
performance  in dealing with manufacturing problems at the company? AS YOU KNOW,
SEVERE  PROBLEMS  IN MANUFACTURING HAVE RESULTED IN A SIGNIFICANT DESTRUCTION OF
NEAR-TERM  AND  LONG-TERM  SHAREHOLDER  VALUE.  MANAGEMENT HAS BLATANTLY IGNORED
REPEATED  WARNING  LETTERS  AND INSPECTION REPORTS FROM THE FDA. AS A RESULT, WE
BELIEVE  IF  ANY  REAL  PROGRESS IS TO BE MADE IN NORMALIZING RELATIONS WITH THE
FDA,  WE  MUST  IMMEDIATELY  CHANGE  THE BOARD TO SHOW THAT TERMEER IS NO LONGER
"KING  OF THE COMPANY" EVEN IF HE DOES REMAIN AS CEO. ADDITIONALLY, IT SHOULD BE
REMEMBERED  THAT  IF  WE  DO  NOT  GET  OUR  PLANTS  BACK UP AND RUNNING TO FULL
CAPACITY, WE WILL NOT ONLY CONTINUE TO LOSE PROFITS BUT WE WILL CONTINUE TO LOSE
MARKET  SHARE  TO  OUR  COMPETITORS  WHICH  MAY  NEVER  BE  REGAINED.

It is time to elect the four new highly qualified directors from the Icahn Slate
to  replace  four  of  the  directors on the management slate, which is composed
mostly  of longstanding directors who apparently were asleep at the wheel. It is
time  for  new  oversight  at  your  company.

During  the  last  three  years,  entirely avoidable manufacturing problems have
sharply  curtailed market supplies of Cerezyme, Fabrazyme and Myozyme, resulting
in  drastically lower sales and profits as well contributing to the loss of $3.3
B  of  shareholder  value.  Yet during those same three years, CEO Henri Termeer
received  cash  and  equity  compensation  from  Genzyme of $35 MM. Furthermore,
instead  of resolving the manufacturing issues that have plagued the company for
three  years,  Mr.  Termeer  has  accumulated  an  array of unrelated businesses
instead  of  only  focusing  on  the  company's  life-saving  genetic  disease
treatments.

This  style of "management" has resulted in significant destruction of long-term
value  which  can  be  reversed  through  new  oversight  and  new  ideas.

The  company  has  permanently lost revenues and profits to competitors from its
"cash  cow"  genetics  disease  franchise  as  a  result  of  both manufacturing
mismanagement  and  poor  strategic  planning. In addition, the company has lost
significant  credibility with patients, doctors and regulators, both in the U.S.
and  in  Europe,  two  of  its  most critical markets for its life-saving drugs.

It  is  time  for  a  major overhaul of Genzyme's management oversight through a
reconstituted  board  that  will  work  to  resolve the manufacturing crisis and
re-establish  trust  and credibility with stakeholders. The Icahn Slate, members
of  which have a proven track record of spearheading performance improvements at
other  biotechnology  companies,  will  be  driven  to  accomplish  this at your
company.

WHY NEW BOARD BLOOD IS NEEDED NOW

Management  exposed  the  company  to  supply  risk  in its core genetic disease
division  by  failing  to  produce these key drugs across multiple manufacturing
sites.  Instead,  it  chose to produce the vast majority at a single facility in
Allston,  Mass.  Even  worse,  at  the  single  facility:

     -    it failed  to  plan  effectively  for  operational  redundancy  to
          prevent  minor  issues  from  becoming  major  crises.

     -    it failed  to  build  adequate  drug  inventories  to  prevent  supply
          constraints,  and

     -    it overburdened  the  plant's  capacity  by  shifting  Myozyme
          production  to  the  facility

As  a  result  of management's failures in manufacturing and strategic planning,
Cerezyme,  Fabrazyme  and Myozyme sales fell significantly short of expectations
during  2009,  permanently  reducing  future  sales  potential  and  profits.

Because  of Genzyme's failure to meet demand for these life-saving products, the
FDA  encouraged  early  access  to and fast track approval of competitive drugs,
allowing  doctors  to  become  increasingly  comfortable  prescribing  them.

The company is now faced with higher costs to defend its remaining market share,
lower  gross  margins  due to its high cost of manufacturing, higher spending to
repair  the  facilities and impending disgorgement of past profits, all of which
have  combined  to  further  reduce  the  franchise's  long-term  value.

During  this manufacturing debacle, management failed to adequately disclose FDA
warning letters and Form 483s (FDA inspection reports) regarding deficiencies at
its  facilities,  and  understated  the  magnitude  of  the  issues.  It  also
inaccurately  predicted  the  time  required  to  resolve  these  problems. Even
recently,  when management claimed to have put its manufacturing troubles behind
it  by  hiring  new  people  to  "fix"  the  problems,  additional complications
surfaced,  furthering supply constraints. As the manufacturing debacle continues
to  unfold  seemingly  without  end,  it  is  apparent  that  current management
inadequately  addressed  these  damaging  problems.

Members of the Icahn Slate will urgently work to repair the damage done by
current management by advocating and pressing for the following:

     -    Remove  Termeer  and  several  other  directors  to  form  a  newly
          reconfigured  Board  to  achieve greater management accountability and
          start repairing the company's tarnished image with crucially important
          stakeholders, including patients, doctors, investors and, importantly,
          regulators.

     -    Evaluate  the  current  management  team  and their ability to deliver
          value to shareholders and meet demands of patients served by our drugs

     -    Evaluate  permanent  solutions  to  manufacturing  problems  to  help
          prevent  future  crises  from  occurring

     -    Improve  capital  allocation  by  evaluating  and  possibly  cutting
          SG&A  spending,  improving gross margins through greater manufacturing
          efficiencies,  and  implementing a focused M&A and licensing strategy,
          and

     -    Divest  certain  non-core  assets,  which  should improve focus within
          individual  businesses, provide greater financial transparency, reduce
          overhead costs required to manage a biotech conglomerate, and increase
          return  on  capital  by  eliminating  businesses  with  poor  returns.

Management  seeks  to  persuade shareholders that Genzyme's weak and ineffectual
board should be reelected amid these challenging problems, even though the board
has  abjectly  failed  to  resolve  them  expeditiously.

Manufacturing  issues  have  persisted  for  several  years  and  have yet to be
resolved,  resulting in the destruction of massive amounts of shareholder value.
Just  this  month,  the  FDA  fined Genzyme $175 million for failing to mitigate
manufacturing  issues  and  could  face additional fines if they aren't resolved
under  a  consent  decree.

By  choosing a consent decree, the FDA has seemingly lost faith in the company's
ability  to  make important drugs for patients. Why should shareholders not look
to recharge the board with strong managerial talent and fresh ideas that can ask
the  right  questions  and  demand  performance?  Hold management accountable by
voting  for  the  Icahn  Slate. Members of the Icahn Slate who were directors of
ImClone  spearheaded a series of initiatives that resulted in a 126 percent gain
in its share price from Oct. 2006 to Nov. 2008, when the company was sold to Eli
Lilly  &  Co.

The  ImClone  initiatives  over  a  two-year  period  included  recharging  its
partnership  with  Bristol-Myers  Squibb that spurred sales of its flagship drug
Erbitux;  slashing expenses, reallocating resources and settling litigation. The
Icahn  team  was  integrally  involved  in  lining  up  a  counter-bidder  to
Bristol-Myers'  $60 per-share offer, resulting in its sale at $70 per-share. All
this  is  part  of  the  public  record.

The  current  Genzyme  board has granted too much independence to its management
team,  which  has  made  repeated  value-depleting  missteps  and  blunders that
threaten  the entire franchise. The company needs a fresh board composed in part
of  members  of  our Slate, who are pharmaceutical industry and business experts
who  will  take  an  active  role  in  advocating  for the needed changes at the
company.

Interestingly,  management  only  began  accelerated action to address its major
issues  AFTER  it became apparent that Icahn had taken a position in Genzyme. We
believe  the  election  to  the  board  of the Icahn Slate is imperative to keep
management  focused  on  fixing  current  issues, preventing future problems and
thereby  ultimately  increasing  shareholder  value.

If  this  were  your family-owned company, would you keep Termeer and his fellow
board  members  who  have  presided  over  such  a  mess?

Icahn Capital LP
June 1, 2010

                                   * * * * *

All  shareholders  of Genzyme are advised to read the definitive proxy statement
and  the  gold proxy card filed with the SEC on May 4, 2010, and other documents
related to the solicitation of proxies by the Participants from the shareholders
of Genzyme for use at the 2010 annual meeting of shareholders of Genzyme because
they  contain  important information. The definitive proxy statement and form of
proxy  along  with  other  relevant  documents are available at no charge on the
SEC's  website  at  http://www.sec.gov or by contacting D.F. King & Co., Inc. by
telephone  toll  free  at  (800)  347-4750  or  by  visiting  their  website
www.dfking.com/genzyme. In addition, the Participants will provide copies of the
definitive  proxy  statement  without  charge  upon  request.