8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549



                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
                                  JULY 17, 2000




                               GENZYME CORPORATION
             (Exact name of registrant as specified in its charter)




         MASSACHUSETTS                   0-14680                06-1047163
(State or other jurisdiction of      (Commission file         (IRS employer
 incorporation or organization)           number)         identification number)


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



               Registrant's telephone number, including area code:
                                 (617) 252-7500





ITEM 5.  OTHER EVENTS.

         In connection with the offering by Genzyme Corporation (the
"Company") to a limited number of purchasers up to 1,607,400 shares of
Genzyme Molecular Oncology Stock, $0.01 par value per share (the "Shares")
for $12.91 per share, which shares are covered by the Company's Registration
Statement on Form S-3 (the "Registration Statement") (File No. 333 31548)
previously declared effective by the Securities and Exchange Commission, and
in order to furnish an exhibit for incorporation by reference into the
Registration Statement, the Company hereby files as Exhibit 5.2 to the
Registration Statement an opinion of Palmer & Dodge LLP, counsel to the
Company, regarding the validity of the Shares.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (c)      EXHIBITS:

Exhibit
   No.            Description
- -------           -----------

5.2               Opinion of Palmer & Dodge LLP.  Filed herewith.

23.3              Consent of Palmer & Dodge LLP (included as part of their
                  opinion filed herewith).



                                       2





                                    SIGNATURE

           Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   GENZYME CORPORATION



Dated:  July 19, 2000              By:   /s/ Michael Wyzga
                                      ---------------------------------------
                                         Michael Wyzga, Senior Vice President
                                         and Chief Financial Officer



                                       3







                                  EXHIBIT INDEX

EXHIBIT
   NO.            DESCRIPTION
- -------           -----------

5.2               Opinion of Palmer & Dodge LLP.  Filed herewith.

23.3              Consent of Palmer & Dodge LLP (included as part of their
                  opinion filed herewith).

EX-5.2

                              [Palmer & Dodge LLP]

                                                                     Exhibit 5.2
Telephone: (617) 573-0100                              FACSIMILE: (617) 227-4420



                                  July 17, 2000

Genzyme Corporation
One Kendall Square
Cambridge, MA  02139

         Reference is made to our opinion dated March 3, 2000 and included as
Exhibit 5.1 to the Registration Statement on Form S-3 (the "Registration
Statement") filed on March 3, 2000 by Genzyme Corporation (the "Company"), a
Massachusetts corporation, with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). We are rendering this supplemental opinion in connection with the
prospectus supplement dated July 17, 2000, (the "Prospectus Supplement") to
the base prospectus dated July 14, 2000 (the "Base Prospectus"). The
Prospectus Supplement relates to the offering by the Company of up to
1,607,400 shares of Genzyme Molecular Oncology Division Common Stock, $0.01
par value per share (the "Shares"), which Shares are covered by the
Registration Statement. We understand that the Shares are to be offered and
sold in the manner described in the Prospectus Supplement.

         We have acted as your counsel in connection with the preparation of the
Registration Statement, the Prospectus Supplement and the Base Prospectus. We
are familiar with the proceedings of the Board of Directors of the Company in
connection with the authorization, issuance and sale of the Shares. We have
examined such other documents as we consider necessary to render this opinion.

         Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued and delivered by the Company against
payment therefore as contemplated by the Prospectus Supplement, will be validly
issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference of our firm under the caption "Legal
Matters" in the Base Prospectus.

                                                     Very truly yours,

                                                     /s/ Palmer & Dodge LLP

                                                     Palmer & Dodge LLP