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):

                                 APRIL 25, 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 April 25, 2001, Genzyme Corporation ("Genzyme"), a Massachusetts
corporation, and Focal, Inc. ("Focal"), a 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 Sammy
Merger Corp. ("Merger Sub"), a Delaware corporation and wholly-owned
subsidiary of Genzyme, with and into Focal (the "Merger"). As a result of the
Merger, Focal will become a wholly-owned subsidiary of Genzyme. The
acquisition, which is expected to be accounted for using the purchase method
of accounting and to be a taxable transaction, is expected to close in the
second or third quarter of 2001.

         Under the terms of the Merger Agreement, each outstanding share of
Focal common stock, $0.01 par value per share, will be converted into 0.1545
(the "Exchange Ratio") of a share of Genzyme Biosurgery Division Common
Stock, $0.01 par value per share (the "Merger Consideration"), except 10,000
shares of Focal common stock which will be purchased by Genzyme for cash. In
addition, each outstanding option and warrant to purchase Focal common stock
will be converted into an option or warrant to purchase the number of shares
of Genzyme Biosurgery Division Common Stock equal to the number of shares of
Focal common stock subject to such option or warrant multiplied by the
Exchange Ratio, and the associated exercise price will be adjusted
accordingly.

         Consummation of the Merger is subject to the adoption of the Merger
Agreement by the Focal stockholders and certain other customary closing
conditions. As a condition to Genzyme's willingness to enter into the Merger
Agreement, several Focal stockholders executed Voting Agreements, agreeing to
vote an aggregate of 2,177,367 shares in favor of adoption of the Merger
Agreement.

         In connection with entering into the Merger Agreement, Genzyme and
Focal entered into a Letter Agreement, dated as of April 25, 2001, that
amends the terms of the parties' Stock Purchase Agreement, dated as of
October 21, 1999. Under the revised terms, Focal can exercise its right to
require Genzyme to purchase a final $5 million of shares of Focal common
stock between June 15, 2001 and July 12, 2001. If Focal exercises this option
and the applicable conditions to closing are met, Genzyme will purchase the
shares in four installments on each of the following dates: July 16, July 31,
August 15 and August 31, 2001. In the Letter Agreement, Genzyme has agreed to
waive several of the conditions to its obligation to purchase the shares. If
the Merger Agreement is not terminated prior to June 15, 2001, the purchase
price will be $0.70 per share if Focal common stock remains listed on The
Nasdaq National Market and $0.40 per share if it is delisted. If the Merger
Agreement is terminated prior to June 15, 2001, the purchase price per share
will be based on the trading average for the five (5) trading days prior to
the applicable purchase date.

         The preceding descriptions of the Merger Agreement, the Voting
Agreements, and the Letter 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 April 25, 2001, among
             Genzyme Corporation, Sammy Merger Corp. and Focal, Inc. Filed
             herewith.

99.1         Form of Voting Agreement, dated as of April 25, 2001. Filed
             herewith.

99.2         Letter Agreement dated as of April 25, 2001, between Genzyme
             Corporation and Focal, Inc. 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: April 26, 2001                 By: /s/ Michael Wyzga
                                      -----------------------------------------
                                          Michael Wyzga, Senior Vice President
                                          and Chief Financial Officer


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                                  EXHIBIT INDEX


EXHIBIT
   NO.       DESCRIPTION
          
2.1          Agreement and Plan of Merger, dated as of April 25, 2001, among
             Genzyme Corporation, Sammy Merger Corp. and Focal, Inc. Filed
             herewith.

99.1         Form of Voting Agreement, dated as of April 25, 2001. Filed
             herewith.

99.2         Letter Agreement dated as of April 25, 2001, between Genzyme
             Corporation and Focal, Inc. Filed herewith.