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):

                                 AUGUST 6, 2001



                               GENZYME CORPORATION

             (Exact name of registrant as specified in its charter)





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

         On August 6, 2001, Genzyme and Novazyme Pharmaceuticals, Inc.
("Novazyme"), a privately held Delaware corporation, entered into an Agreement
and Plan of Merger (the "Merger Agreement") pursuant to which the parties will
effect a business combination through a merger of Rodeo Merger Corp. ("Merger
Sub"), a Delaware corporation and wholly-owned subsidiary of Genzyme, with and
into Novazyme (the "Merger"). As a result of the Merger, Novazyme will become a
wholly-owned subsidiary of Genzyme. The acquisition is expected to close in the
third quarter of 2001.

         Under the terms of the Merger Agreement, Genzyme will acquire Novazyme
for $137.5 million, payable in shares of Genzyme General Division common stock,
$0.01 par value per share ("Genzyme General Stock"), with Novazyme stockholders
being eligible to receive two subsequent payments totaling $87.5 million,
payable in shares of Genzyme General Stock, such subsequent payments being
contingent on U.S. marketing approval for the first two products employing
certain Novazyme technology (the "Merger Consideration"). In addition, each
outstanding option and warrant to purchase Novazyme common stock and each
outstanding right to purchase Novazyme preferred stock will be converted into
an option, warrant or right to purchase a number of shares of Genzyme General
Stock based on the number of shares of Genzyme General Stock exchanged for
Novazyme common stock as Merger Consideration, with the associated exercise
price being adjusted accordingly.

         Consummation of the Merger is subject to the adoption of the Merger
Agreement by the Novazyme stockholders, the amendment and restatement of
Novazyme's Certificate of Designation (the "Amendment") to provide for the
automatic conversion of each outstanding share of Novazyme preferred stock at
the effective time of the Merger into shares of Novazyme common stock, the
effectiveness of a registration statement registering for resale the shares
of Genzyme General Stock issued to Novazyme stockholders in the Merger, and
certain other customary closing conditions. As a condition to Genzyme's
willingness to enter into the Merger Agreement, several Novazyme stockholders
executed a stockholders voting agreement (the "Voting Agreement"), agreeing
to vote an aggregate of approximately 74% of the outstanding shares of
Novazyme common stock in favor of adoption of the Merger Agreement and
approximately 89% of the outstanding shares of Novazyme preferred stock in
favor of adoption of the Merger Agreement and the Amendment.

         The preceding descriptions of the Merger Agreement and the Voting
Agreement are qualified in their entirety by reference to the copies of such
agreements included as exhibits hereto which are incorporated by reference
herein.


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

         (c)  EXHIBITS:

EXHIBIT
  NO.         DESCRIPTION

2.1           Agreement and Plan of Merger, dated as of August 6, 2001, among
              Genzyme Corporation, Rodeo Merger Corp. and Novazyme
              Pharmaceuticals, Inc. Filed herewith.

99.1          Form of Stockholders Voting Agreement, dated as of August 6, 2001.
              Filed herewith.



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                                    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:  August 21, 2001                     By:  /s/ Michael S. Wyzga
                                                 ------------------------------
                                                 Michael S. Wyzga
                                                 Senior Vice President, Finance
                                                 and Chief Financial Officer




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                                  EXHIBIT INDEX

EXHIBIT
  NO.         DESCRIPTION

2.1           Agreement and Plan of Merger, dated as of August 6, 2001, among
              Genzyme Corporation, Rodeo Merger Corp. and Novazyme
              Pharmaceuticals, Inc.  Filed herewith.

99.1          Form of Stockholders Voting Agreement, dated as of August 6, 2001.
              Filed herewith.