8-K

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                       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):
                                  MAY 19, 1998

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

        MASSACHUSETTS                     0-14680              06-1047163
(State or other jurisdiction         (Commission File         (IRS Employer
     of incorporation)                    Number)           Identification No.)

               ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
              (Address of principal executive offices and zip code)



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


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ITEM 5. OTHER EVENTS.
        ------------

     On May 19, 1998, Genzyme Corporation announced that it entered into a
purchase agreement for a private placement of $250 million aggregate principal
amount of 5.25% Convertible Subordinated Notes due 2005. Genzyme hereby
incorporates by reference the contents of its press release dated May 19, 1998,
filed as Exhibit 99.1 to this report.


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                                   SIGNATURES

     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.

Date: May 20, 1998                  GENZYME CORPORATION

                                    By: /s/ Henri A. Termeer
                                       --------------------------------------- 
                                         Henri A. Termeer
                                         President and Chief Executive Officer


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                                  EXHIBIT INDEX

                                                                   Sequential
Exhibit No.   Description                                          Page No.
- -----------   -----------                                          --------

99.1          Press release dated May 19, 1998.  Filed herewith.   5


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EX-99.1

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                                                               EXHIBIT 99.1
 
FOR IMMEDIATE RELEASE        Media Contact:                    Investor Contact:
May 19, 1998                 -------------                     ----------------
                             Bo Piela                          Kristen Nally
                             617-252-7785                      617-252-7570


            GENZYME GENERAL RAISES $250 MILLION IN PRIVATE PLACEMENT

CAMBRIDGE, Mass. -- Genzyme General (Nasdaq: GENZ) announced today that it has
entered into a purchase agreement for a private placement of $250 million
aggregate principal amount of 5.25% Convertible Subordinated Notes due 2005. The
sale of the Notes is expected to close on May 22, 1998.

     The Notes are not callable for three years and will be convertible into
Genzyme General Common Stock at a conversion price of $39.60 per share. The
Notes are the unsecured, subordinated obligations of Genzyme Corporation.

     Genzyme General intends to use the proceeds for general corporate purposes.

     The Notes and the Common Stock issuable upon conversion thereof have not
been registered under the United States Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.

     This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes. This press release is being issued
pursuant to and in accordance with Rule 135c under the United States Securities
Act of 1933.

                                      # # #


Genzyme's releases are available at http://www.genzyme.com and on the company's
fax-on-demand service at 1-800-436-1443 in the U.S. or 1-201-521-1080 elsewhere.



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