S-8

As filed with the Securities and Exchange Commission on October 7, 2008

REGISTRATION NO. 333-        

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GENZYME CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts	06-1047163
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

Genzyme Center, 500 Kendall Street, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices)

GENZYME CORPORATION 2004 EQUITY INCENTIVE PLAN

(Full Title of the Plan)

PETER WIRTH

Genzyme Corporation

Genzyme Center

500 Kendall Street

Cambridge, Massachusetts 02142

(617) 252-7500

(Name, Address and Telephone Number of Agent for Service)

with copies to:

PAUL KINSELLA

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

(617) 951-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer	x	Accelerated filer   o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company   o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Genzyme common stock, $0.01 par value(1)	2,250,000 shares	(2)	$73.47(3)	$165,307,500	$6,496.58

(1)   Includes associated purchase rights which currently are evidenced by certificates for shares of Genzyme common stock and automatically trade with such shares.

(2)   Plus, pursuant to Rule 416(a) under the Securities Act, as amended (the “Securities Act”), such additional number of shares of Genzyme common stock as may be issued upon a stock split, stock dividend, or similar transaction.

(3)   Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, the proposed maximum offering price per share and the maximum aggregate offering price for the shares have been calculated solely for the purpose of computing the registration fee on the basis of the average of the high and low prices of Genzyme common stock as reported by the Nasdaq National Market System on October 6, 2008, which were $77.27 and $69.67, respectively.

EXPLANATORY NOTE

This Registration Statement is being filed to register an additional 2,250,000 shares of our common stock for issuance under our 2004 Equity Incentive Plan.  Pursuant to General Instruction E to Form S-8, we incorporate by reference into this Registration Statement the entire contents of our Registration Statement on Form S-8 (File No. 333-143468) filed with the Securities and Exchange Commission on June 4, 2007.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See Exhibit Index immediately following the signature page.

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SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 7th day of October, 2008.

By:	/s/ MICHAEL S. WYZGA
	Michael S. Wyzga
	Executive Vice President, Finance;
	Chief Financial Officer; and
	Chief Accounting Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Genzyme Corporation, hereby severally constitute and appoint Henri A. Termeer, Michael S. Wyzga, Peter Wirth and Thomas J. DesRosier and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto) for the registration of 2,250,000 shares, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on October 7, 2008:

Signature	Title
/s/ HENRI A. TERMEER	Principal Executive Officer
Henri A. Termeer	and Director
/s/ MICHAEL S. WYZGA	Principal Financial and
Michael S. Wyzga	Accounting Officer
/s/ DOUGLAS A. BERTHIAUME	Director
Douglas A. Berthiaume
/s/ ROBERT J. CARPENTER	Director
Robert J. Carpenter
/s/ CHARLES L. COONEY	Director
Charles L. Cooney
/s/ VICTOR J. DZAU	Director
Victor J. Dzau

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/s/ CONNIE MACK III	Director
Connie Mack III
/s/ RICHARD F. SYRON	Director
Richard F. Syron

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EXHIBIT INDEX

Exhibit Number	Description
*4.1	Restated Articles of Organization of Genzyme as filed with the Secretary of State of the Commonwealth of Massachusetts on May 25, 2006. Filed as Exhibit 3.1 to Genzyme’s Form 10-Q for the quarter ended June 30, 2006.
*4.2	By-laws of Genzyme, as amended. Filed as Exhibit 3.1 to Genzyme’s Form 8-K filed May 25, 2007.
*4.3	Fourth Amended and Restated Renewed Rights Agreement dated as of May 28, 2004, between Genzyme and American Stock Transfer & Trust Company, as Rights Agent. Filed as Exhibit 4.1 to Genzyme’s Registration Statement on Form 8-A/A filed on May 28, 2004.
*4.4	Securities Purchase Agreement, dated as of April 17, 2001, and amended on September 26, 2001, by and among Novazyme Pharmaceuticals, Inc. and several purchasers. Filed as Exhibit 4.2 to Genzyme’s Form 10-Q for the quarter ended September 30, 2001.
*4.5	Indenture, dated as of December 9, 2003, between Genzyme and U.S. Bank National Association, as Trustee. Filed as Exhibit 4.1 to Genzyme’s Form 8-K filed on December 10, 2003.
*4.6	First Supplemental Indenture, dated as of May 28, 2004, to Indenture dated as of December 9, 2003 between Genzyme and U.S. Bank National Association, as Trustee. Filed as Exhibit 4.1 to Genzyme’s Form 8-K filed on June 18, 2004.
*4.7	Registration Rights Agreement, dated December 9, 2003, by and between Genzyme Corporation and UBS Securities LLC on behalf of itself and several other initial purchasers. Filed as Exhibit 10.1 to Genzyme’s Form 8-K filed on December 10, 2003.
5	Opinion of Ropes & Gray LLP. Filed herewith.
*10	2004 Equity Incentive Plan. Filed as Appendix A to Genzyme’s Proxy Statement on Schedule 14A for the 2008 Annual Meeting of Shareholders filed April 10, 2008.
23.1	Consent of PricewaterhouseCoopers LLP. Filed herewith.
23.2	Consent of J.H. Cohn LLP. Filed herewith.
23.3	Consent of Ropes & Gray LLP (contained in Exhibit 5 hereto).

*    Indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference. Exhibits filed with Forms 10-K, 10-Q, 8-K, 8-A, or Schedule 14A of Genzyme Corporation were filed under Commission File No. 0-14680.

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EX-5

Exhibit 5

[ROPES & GRAY LLP Letterhead]

October 1, 2008

Genzyme Corporation

Genzyme Center

500 Kendall Street

Cambridge, Massachusetts  02142

Ladies and Gentlemen:

This opinion is furnished to you in connection with a registration statement on Form S-8 (the “Registration Statement”), filed on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of 2,250,000 shares of Genzyme Common Stock, $0.01 par value (the “Shares”), of Genzyme Corporation, a Massachusetts corporation (the “Company”).  The Shares are issuable under the Company’s 2004 Equity Incentive Plan (the “Plan”).

We are familiar with the actions taken by the Company in connection with the proposed issuance of the Shares.  For purposes of our opinion, we have examined and relied upon such documents, records, certificates, and other instruments as we have deemed necessary.  The opinions expressed below are limited to the laws of the Commonwealth of Massachusetts.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  Our consent shall not be deemed an admission that we are experts whose consent is required under Section 7 of the Securities Act of 1933, as amended.

It is understood that this opinion is to be used only in connection with the offer and sale of Shares while the Registration Statement is in effect.

Very truly yours,

/s/ ROPES & GRAY LLP

Ropes & Gray LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated February 29, 2008 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, of Genzyme Corporation, and of our report dated February 25, 2008 relating to the financial statements of BioMarin/Genzyme LLC, which appear in Genzyme Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 3, 2008

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated August 31, 2007, with respect to the consolidated financial statements of Bioenvision, Inc. and subsidiaries as of June 30, 2007 and 2006 and for the years then ended, which appears in the Form 8-K/A of Genzyme Corporation filed on January 7, 2008.

/s/ J.H. Cohn LLP

Roseland, New Jersey

October 3, 2008