8-K

UNITED STATES
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):

June 15, 2010

GENZYME CORPORATION

(Exact name of registrant as specified in its charter)

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

500 Kendall Street, Cambridge, Massachusetts 02142

(Address of principal executive offices) (Zip Code)

(617) 252-7500

 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On June 15, 2010, Genzyme Corporation (“Genzyme”) issued a press release announcing the pricing of its offering of $500 million aggregate principal amount of its 3.625% Senior Notes due 2015 and $500 million aggregate principal amount of its 5.000% Senior Notes due 2020 (collectively, the “Notes”), pursuant to an exemption from registration under the Securities Act of 1933, as amended. The consummation of Genzyme’s offering and sale of the Notes is conditioned upon customary closing conditions.

A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this report shall not constitute an offer to sell or a solicitation of an offer to purchase any Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Item 9.01	Financial Statements and Exhibits
	&nb sp;
(d)	Exhibits
	99.1Press Release of Genzyme Corporation dated June 15, 2010.

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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.

	GENZYME CORPORATION
By:	/s/ Michael S. Wyzga
Name:	Michael S. Wyzga
Title:	Executive Vice President, Finance and Chief Financial Officer

Date: June 15, 2010

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Genzyme Corporation dated June 15, 2010.

4

EX-99.1

Exhibit 99.1

For Immediate Release:

June 15, 2010

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617.768.6690

Media Contact:	Investor Contact:
John Lacey	Patrick Flanigan
617.768.6563
john.lacey@genzyme.com	patrick.flanigan@genzyme.com

Genzyme Prices Private Senior Notes Offerings

Proceeds Will Support Stock Repurchase Plan

CAMBRIDGE, Mass.—Genzyme Corporation (NASDAQ: GENZ) announced today that it priced private offerings for $1 billion in senior notes.  The net proceeds from these offerings will be used to repurchase the first tranche of the previously announced $2 billion stock buyback plan. The stock repurchase is part of the company’s plan to increase shareholder value.

The company intends to offer $500 million aggregate principal amount of 3.625% senior notes due 2015, and $500 million aggregate principal amount of 5.0% senior notes due 2020.  The private offerings will be made to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act.

The closing of the company’s private notes offerings is expected to occur on June 17, 2010, subject to customary closing conditions.  The notes will be guaranteed on a senior basis.

The notes and the guarantee thereof have not been registered under the Securities Act of 1933 or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state securities laws.

This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful.  Any offers of the notes will be made only by means of an offering memorandum.  This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

This press release contains forward-looking statements regarding Genzyme’s expected proceeds from the offerings, completion of the offerings and the company’s intended use of the net proceeds.  These statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among others, market conditions for corporate debt generally, for the securities of biotechnology companies and for Genzyme’s indebtedness in particular and the risks and uncertainties described in Genzyme’s SEC reports filed under the Securities Exchange Act of 1934, including the factors discussed under the caption “Risk Factors” in Genzyme’s Amended Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2010 and in Genzyme’s other filings it makes with the SEC.  Genzyme cautions investors not to place subs tantial reliance on the forward-looking statements contained in this press release. These statements speak only as of today’s date and Genzyme undertakes no obligation to update or revise them to reflect subsequently occurring events or circumstances.