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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1
TO
FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
COMMISSION FILE NO. 0-14680
---------------------

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

MASSACHUSETTS 06-1047163
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)

ONE KENDALL SQUARE 02139
CAMBRIDGE, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act:
NONE

Securities registered pursuant to Section 12(g) of the Act:
GENZYME GENERAL DIVISION COMMON STOCK, $0.01 PAR VALUE ("GENZYME GENERAL STOCK")
GENZYME BIOSURGERY DIVISION COMMON STOCK, $0.01 PAR VALUE ("BIOSURGERY STOCK")
GENZYME MOLECULAR ONCOLOGY DIVISION COMMON STOCK, $0.01 PAR VALUE ("MOLECULAR
ONCOLOGY STOCK")
GENZYME GENERAL STOCK PURCHASE RIGHTS
GENZYME BIOSURGERY STOCK PURCHASE RIGHTS
GENZYME MOLECULAR ONCOLOGY STOCK PURCHASE RIGHTS

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

Aggregate market value of voting stock held by non-affiliates of the
Registrant as of March 1, 2001:

$8,889,677,071

Number of shares of the Registrant's Genzyme General Stock outstanding as of
March 1, 2001: 95,853,496
Number of shares of the Registrant's Genzyme Biosurgery Stock outstanding as of
March 1, 2001: 36,400,580
Number of shares of the Registrant's Genzyme Molecular Oncology Stock
outstanding as of March 1, 2001: 15,906,376
--------------------------

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2000 Genzyme General, Genzyme Biosurgery and Genzyme
Molecular Oncology Annual Reports are incorporated by reference into Parts I, II
and IV of this Form 10-K. Portions of the Registrant's Proxy Statement for the
Annual Meeting of Stockholders held on May 31, 2001 are incorporated by
reference into Part III of this Form 10-K.

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AMENDMENT NO. 1

We are filing this amendment to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, originally filed with the Securities and
Exchange Commission ("SEC") on April 2, 2001, solely for the purpose of amending
Item 14 to include the following additional exhibits:

- Exhibit 23.2, Consent of PricewaterhouseCoopers LLP., independent
accountants, relating to the Annual Report of Genzyme Corporation 401(k)
Plan (the "Plan") is filed herewith.

- Exhibit 99.3 to include information, financial statements and exhibits
required by Form 11-K related to the Plan is filed herewith.

NOTE REGARDING REFERENCES TO GENZYME DIVISIONS

Throughout this Annual Report on Form 10-K, the words "we," "us," "our," and
"Genzyme" refer to Genzyme Corporation and all of its operating divisions taken
as a whole, and "our board of directors" refers to the board of directors of
Genzyme Corporation. In addition, we refer to our three operating divisions as
follows:

- Genzyme General Division = "Genzyme General;"

- Genzyme Biosurgery Division = "Genzyme Biosurgery;" and

- Genzyme Molecular Oncology Division = "Genzyme Molecular Oncology."

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)(1). FINANCIAL STATEMENTS

We are incorporating the following financial statements (and related notes)
of Genzyme General and Genzyme Corporation and Subsidiaries into this section by
reference from the 2000 Genzyme General Annual Report:

PAGE*
--------

Genzyme Corporation and Subsidiaries
Consolidated Statements of Operations for the Years Ended
December 31, 2000, 1999 and 1998........................ GCS-39
Consolidated Balance Sheets as of December 31, 2000 and
1999.................................................... GCS-41
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998........................ GCS-43
Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 2000, 1999 and 1998............ GCS-45
Notes to Consolidated Financial Statements................ GCS-50
Report of Independent Accountants......................... GCS-111

Genzyme General
Combined Statements of Operations for the Years Ended
December 31, 2000, 1999 and 1998........................ GG-23
Combined Balance Sheets as of December 31, 2000 and
1999.................................................... GG-24
Combined Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998........................ GG-25
Notes to Combined Financial Statements.................... GG-27
Report of Independent Accountants......................... GG-57

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* References are to page numbers in the 2000 Genzyme General Annual Report as
it appears in Exhibits 13.1 and 13.2 to this Annual Report on Form 10-K.

We are incorporating the following financial statements (and related notes)
of Genzyme Biosurgery into this section by reference from the 2000 Genzyme
Biosurgery Annual Report:

PAGE*
--------

Genzyme Biosurgery
Combined Statements of Operations for the Years Ended
December 31, 2000, 1999 and
1998.................................................... GB-22
Combined Balance Sheets as of December 31, 2000 and
1999.................................................... GB-23
Combined Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998........................ GB-24
Notes to Combined Financial Statements.................... GB-26
Report of Independent Accountants......................... GB-49

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* References are to page numbers in the 2000 Genzyme Biosurgery Annual Report
as it appears in Exhibit 13.3 to this Annual Report on Form 10-K.

We are incorporating the following financial statements (and related notes)
of Genzyme Molecular Oncology into this section by reference from the 2000
Genzyme Molecular Oncology Annual Report:

PAGE*
--------

Genzyme Molecular Oncology
Combined Statements of Operations for the Years Ended
December 31, 2000, 1999 and 1998........................ GMO-14
Combined Balance Sheets as of December 31, 2000 and
1999.................................................... GMO-15
Combined Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998........................ GMO-16
Notes to Combined Financial Statements.................... GMO-17
Report of Independent Accountants......................... GMO-31

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* References are to page numbers in the 2000 Genzyme Molecular Oncology Annual
Report as it appears in Exhibit 13. 4 to this Annual Report on Form 10-K.

(A)(2). FINANCIAL STATEMENT SCHEDULES

The schedules listed below for Genzyme Corporation and Subsidiaries are
filed as part of this Form 10-K/A:

PAGE*
--------

Genzyme Corporation and Subsidiaries
Schedule II-Valuation and Qualifying Accounts............. GCS-112

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* References are to page numbers in the Genzyme General Annual Report as it
appears in Exhibit 13.1 to this Annual Report on Form 10-K.

All other schedules are omitted as the information required is inapplicable
or the information is presented in (i) the Genzyme Corporation and Subsidiaries
Consolidated Financial Statements or notes thereto; (ii) the Genzyme General
Combined Financial Statements or notes thereto; (iii) the Genzyme Biosurgery
Combined Financial Statements or notes thereto; or (iv) the Genzyme Molecular
Oncology Combined Financial Statements or notes thereto.

(A)(3). EXHIBITS

The exhibits are listed below under Part IV, Item 14(c) of this
Form 10-K/A.

(B). REPORTS ON FORM 8-K

We filed a Current Report on Form 8-K dated November 20, 2000 on
November 20, 2000 to announce our exercise of our option to purchase all of the
outstanding Class A limited partnership interests in Genzyme Development
Partners, L.P. pursuant to a Partnership Purchase Option Agreement dated as of
September 13, 1989.

We filed a Current Report on Form 8-K dated December 14, 2000 on
December 15, 2000 to announce the completion of our acquisition of GelTex
Pharmaceuticals, Inc.

We filed a Current Report on Form 8-K dated December 18, 2000 on
December 19, 2000 to announce:

(a) the filing with the Secretary of Commonwealth of Massachusetts, and the
effectiveness of, an amendment and restatement of our corporate charter
solely to:

(1) cancel our Surgical Products Stock and our Tissue Repair Stock and
create our Biosurgery Stock, and

(2) cancel our Series B Junior Participating Preferred Stock and
Series D Junior Participating Preferred Stock and create a new
Series B Junior Participating Preferred Stock;

(b) the adoption of a revised set of Management and Accounting Policies
Governing the Relationship of Genzyme Divisions to reflect the
elimination of the Genzyme Surgical Products Division and the Genzyme
Tissue Repair Division and the creation of the Genzyme Biosurgery; and

(c) the amendment of our Amended and Restated Renewed Rights Agreement with
American Stock Transfer & Trust Company, as Rights Agent, to reflect the
cancellation of the purchase rights associated with Surgical Products
Stock and Tissue Repair Stock and the creation of purchase rights
associated with Biosurgery Stock.

We filed a Current Report on Form 8-K dated December 18, 2000 on
December 28, 2000 to announce the matters described in the Current Report on
Form 8-K filed on December 19, 2000, adding a detailed description of our
capital stock. We filed copies of our Restated Articles of Organization,
Management and Accounting Policies and Second Amendment and Restated Renewed
Rights Agreement with the SEC with that Form 8-K.

(C). EXHIBITS

EXHIBIT NO. DESCRIPTION
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*10.2- Lease dated as of September 15, 1989 for 95-111 Binney
Street, Cambridge, Massachusetts between Genzyme and the
Trustees of the Cambridge East Trust. Filed as Exhibit 10.2
to Genzyme's Form 10-K for 1992. First amendment of lease
dated February 28, 1994. Filed as Exhibit 10.2 to Genzyme's
Form 10-K for 1993.
*10.3- Lease dated December 20, 1988 for Building 1400, One Kendall
Square, Cambridge, Massachusetts between Genzyme and the
Trustees of Old Binney Realty Trust, as amended by letters
dated December 20, 1988, January 19, 1989 and January 31,
1989. Filed as Exhibit 10.18 to Genzyme's Form 10-K for
1988. Addendum dated September 20, 1991 to Lease for
Building 1400, One Kendall Square, Cambridge, Massachusetts.
Filed as Exhibit 19.1 to Genzyme's Form 10-Q for the quarter
ended September 30, 1991. Addenda dated August 2, 1990 and
April 6, 1993 to Lease for Building 1400, One Kendall
Square, Cambridge, Massachusetts. Filed as Exhibit 10.3 to
Genzyme's Form 10-K for 1993.
*10.4- Lease dated December 20, 1988 for Building 700, One Kendall
Square, Cambridge, Massachusetts between Genzyme and
Trustees of Old Kendall Realty Trust, as amended by letters
dated December 20, 1988 and January 31, 1989. Filed as
Exhibit 10.19 to Genzyme's Form 10-K for 1988.
*10.5- Lease dated September 30, 1985 for 51 New York Avenue,
Framingham, Massachusetts. Filed as Exhibit 10.8 to
Genzyme's Form 10-K for 1990. Amendment No. 1, dated
October 11, 1990, and Amendment No. 2, dated May 12, 1993,
to lease for 51 New York Avenue, Framingham, Massachusetts.
Filed as Exhibit 10.5 to Genzyme's Form 10-K for 1993.
*10.6- Lease dated April 30, 1990 for 64 Sidney Street, Cambridge,
Massachusetts between BioSurface Technology, Inc. and Forest
City 64 Sidney Street, Inc. Filed as Exhibit 10.22 to
BioSurface's Registration Statement on Form S-1 (File
No. 33-55874).
*10.7- Sublease Lease dated May 22, 1992 for three buildings at
74-84 New York Avenue, Framingham, Massachusetts between
Genzyme and Prime Computer, Inc. Filed as Exhibit 10.7 to
Genzyme's Form 10-K for 1993.
*10.8- Lease dated May 22, 1992 for three buildings at 74-84 New
York Avenue, Framingham, Massachusetts between Genzyme and
Mark L. Fins, David J. Winstanley and Bruce A. Gurall,
tenants in common. Filed as Exhibit 10.8 to Genzyme's
Form 10-K for 1993.
*10.9- Lease dated June 1, 1992 for land at Allston Landing,
Allston, Massachusetts between Allston Landing Limited
Partnership and the Massachusetts Turnpike Authority. Filed
as Exhibit 10.9 to Genzyme's Form 10-K for 1993.
*10.10- Underlease for Block 13 building at Kings Hill Business Park
West Malling Kent among Rouse and Associates Block 13
Limited, Genzyme (UK) Limited and Genzyme. Filed as Exhibit
10.11 to Genzyme's Registration Statement on Form 8-B dated
December 31, 1991, filed on March 2, 1992.
*10.11- Lease dated November 12, 1998 for Metrowest Place, 15
Pleasant Street Connector, Framingham, Massachusetts,
between Consolidated Group Service Company Limited
Partnership and Genzyme. Filed as Exhibit 10.11 to Genzyme's
Form 10-K for 1998.
*10.12- Agreement of Lease, dated April 18, 1996, between Ridgefield
Associates and Biomatrix. Filed as Exhibit 10-3 to
Biomatrix's Form 10-Q for the quarter ended June 30, 1996
(File No. 19373).**
*10.13- Lease dated August 28, 2000 for Building D, Cambridge
Research Park, Cambridge, Massachusetts between Genzyme and
Kendall Square LLC. Filed as Exhibit 10-1 to Genzyme's
Form 10-Q for the quarter ended September 30, 2000.**
*10.14- Lease dated August 4, 2000 for Pleasant Street Connector,
Framingham, Massachusetts between Genzyme and Fafard Real
Estate Development Corp. Filed as Exhibit 10-2 to Genzyme's
Form 10-Q for the quarter ended September 30, 2000.

EXHIBIT NO. DESCRIPTION
- --------------------- -----------

*10.15- Lease dated February 28, 1997, between GelTex
Pharmaceuticals, Inc. ("GelTex") and J.F. White Properties,
Inc. Filed as Exhibit 10-16 to GelTex's Annual Report on
Form 10-K for 1996 (File No. 0-26872)
*10.16- Purchase and Sale Agreement between Barry L. Solar and
Robert L. Solar as Trustees of 211 Second Avenue Realty
Trust and GelTex Pharmaceuticals, Inc., dated as of
July 26, 1999. Filed as Exhibit 10-4 to GelTex's Form 10-Q
for the quarter ended June 30, 1999 (File No. 0-26872).
*10.17- Agency Agreement, dated October 21, 1998, Between First
Security Bank, N.A. and GelTex. Filed as Exhibit 10-1 to
GelTex's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 (File No. 0-26872).
*10.18- Lease Agreement, dated October 21, 1998, Between First
Security Bank, N.A. and GelTex. Filed as Exhibit 10-2 to
GelTex's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 (File No. 0-26872).
*10.19- Agreement of Limited Partnership dated as of September 13,
1989 between Genzyme Development Corporation II, as General
Partner, and each of the Limited Partners named therein.
Filed as Exhibit 10(aa) to Genzyme's Registration Statement
on Form S-4 (File No. 33-32343).
*10.20- Cross License Agreement dated as of September 13, 1989
between Genzyme and Genzyme Development Partners, L.P. Filed
as Exhibit 10(bb) to Genzyme's Registration Statement on
Form S-4 (File No. 33-32343).
*10.21- Development Agreement dated as of September 13, 1989 between
Genzyme and Genzyme Development Partners. Filed as Exhibit
10(cc) to Genzyme's Registration Statement on Form S-4 (File
No. 33-32343).
*10.22- Amendment No. 1 dated January 4, 1994 to Development
Agreement dated as of September 13, 1989 between Genzyme and
Genzyme Development Partners. Filed as Exhibit 10.14 to
Genzyme's Form 10-K for 1993.
*10.23- Partnership Purchase Option Agreement dated as of
September 13, 1989 between Genzyme, Genzyme Development
Corporation II, Genzyme Development Partners, each Class A
Limited Partner and the Class B Limited Partner. Filed as
Exhibit 10(dd) to Genzyme's Registration Statement on
Form S-4 (File No. 33-32343).
*10.24- Partnership Purchase Agreement, dated as of November 20,
2000 between Genzyme, GDC II, GDP and each Class A Limited
Partner. Filed as Exhibit 10.24 to Genzyme's Form 10-K for
2000.
*10.25- Amended and Restated Joint Venture Agreement between Genzyme
and Genzyme Development Partners. Filed as Exhibit 10.1 to
Genzyme Development Partners' Form 10-Q for the quarter
ended March 31, 1997 (File No. 0-18554).
*10.26- Marketing and Distribution Agreement between Genzyme and
Genzyme Ventures II. Filed as Exhibit 10.3 to Genzyme
Development Partners' Form 10-Q for the quarter ended
March 31, 1997 (File No. 0-18554).
*10.27- Technology License and Supply Agreement dated as of
September 8, 1989 between Imedex and Genzyme. Filed as
Exhibit 10.30 to Genzyme's Form 10-K for 1990.**
*10.28- 1998 Director Stock Option Plan, as amended. Filed as
Exhibit 10.28 to Genzyme's Form 10-K for 2000.
*10.29- 1990 Equity Incentive Plan, as amended. Filed as Exhibit
99.1 to Genzyme's Form S-8 dated August 8, 1997 (File
No. 333-33249).
*10.30- 1999 Employee Stock Purchase Plan. Filed as Exhibit 10.24 to
Genzyme's Form 10-K for 1999.
*10.31- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit
99.1 to Genzyme's Form S-8 dated August 8, 1997 (File
No. 333-33251).
*10.32- Executive Employment Agreement dated as of January 1, 1990
between Genzyme and Henri A. Termeer. Filed as Exhibit 10.32
to Genzyme's Form 10-K for 1990.

EXHIBIT NO. DESCRIPTION
- --------------------- -----------

*10.33- Form of Severance Agreement between Genzyme and certain
senior executives, together with schedule identifying the
provisions applicable to each executive. Filed as Exhibit
10.33 to Genzyme's Form 10-K for 1990. Current schedule
identifying the executives filed as Exhibit 10.27 to
Genzyme's Form 10-K for 1998.
*10.34- Form of Indemnification Agreement between Genzyme and
certain senior executives, together with schedule
identifying the provisions applicable to each executive.
Filed as Exhibit 10.34 to Genzyme's Form 10-K for 1990.
Current schedule identifying the executives filed as Exhibit
10.28 to Genzyme's Form 10-K for 1998.
*10.35- Executive Employment Agreement dated as of January 1, 1996
between Genzyme and Peter Wirth. Filed as Exhibit 10.1 to
Genzyme's Form 10-Q for the quarter ended March 31, 1996.
*10.36- Consulting Agreement dated December 14, 1998 between Genzyme
and Charles L. Cooney, Ph.D. Filed as Exhibit 10.30 to
Genzyme's Form 10-K for 1998.
*10.37- Consulting Agreement dated December 31, 1998 between Genzyme
and Robert J. Carpenter. Filed as Exhibit 10.31 to Genzyme's
form 10-K for 1998.
*10.38- Consulting Agreement dated July 1, 1998 between Genzyme and
Henry E. Blair. Filed as Exhibit 10.32 to Genzyme's Form
10-K for 1998.
*10.39- Technology Transfer Agreement between Genzyme and Genzyme
Transgenics Corporation ("GTC") dated as of May 1, 1993.
Filed as Exhibit 2.1 to the Registration Statement on
Form S-1 of GTC (File No. 33-62872).
*10.40- Research and Development Agreement between Genzyme and GTC
dated as of May 1, 1993. Filed as Exhibit 10.1 to the
Registration Statement on Form S-1 of GTC (File
No. 33-62872).
*10.41- Services Agreement between Genzyme and GTC dated as of
May 1, 1993. Filed as Exhibit 10.2 to the Registration
Statement on Form S-1 of GTC (File No. 33-62872).
*10.42- Series A Convertible Preferred Stock Purchase Agreement
between Genzyme and GTC dated as of May 1, 1993. Filed as
Exhibit 10.5 to the Registration Statement on Form S-1 of
GTC (File No. 33-62872).
*10.43- Second Amended and Restated Convertible Debt Agreement dated
as of December 28, 1998 by and between Genzyme and GTC.
Filed as Exhibit 10.37 to GTC's Form 10-K for 1997 (File
No. 0-21794).
*10.44- Amended and Restated Operating Agreement of ATIII LLC dated
as of January 1, 1998 by and among Genzyme and GTC. Filed as
Exhibit 10.52.1 to GTC's Form 10-K for 1997 (File
No. 0-21794).**
*10.45- Purchase Agreement dated as of January 1, 1998 by and
between Genzyme and GTC. Filed as Exhibit 10.52.2 to GTCs'
Form 10-K for 1997 (File No. 0-21794).**
*10.46- Collaboration Agreement dated as of January 1, 1997 by and
among Genzyme, GTC and ATIII LLC. Filed as Exhibit 10.52.3
to Genzyme Transgenics' Form 10-K for 1997 (File
No. 0-21794) and incorporated herein by reference.**
*10.47- Amended and Restated Credit Agreement dated April 1, 2000
among Genzyme and those of its subsidiaries party thereto,
Fleet National Bank, as Administrative Agent. Filed as
Exhibit 99.2 to Genzyme's Form 8-K filed on January 2, 2001.
*10.48- Amended and Restated Collaboration Agreement dated as of
April 1, 2000 by and among Genzyme, GelTex and RenaGel LLC.
Filed as Exhibit 10.1 to GelTex's Form 10-Q for the quarter
ended June 30, 2000 (File No. 0-26872).**
*10.49- Purchase Agreement dated as of June 17, 1997 by and between
Genzyme and GelTex. Filed as Exhibit 10.19 to GelTex's
Form 10-Q for the quarter ended June 30, 1997 (File
No. 0-26872).**
*10.50- Amended and Restated Operating Agreement of RenaGel LLC
dated as of April 1, 2000 by and among Genzyme, GelTex and
RenaGel, Inc. Filed as Exhibit 10.2 to GelTex's Form 10-Q
for the quarter ended June 30, 2000 (File No. 0-26872).

EXHIBIT NO. DESCRIPTION
- --------------------- -----------

*10.51- Contract Manufacturing Agreement between GelTex and The Dow
Chemical Company. Filed as Exhibit 10.17 to GelTex's
Form 10-Q for the quarter ended March 31, 1997 (File
No. 0-26872).
*10.52- License Agreement between GelTex and Nitto Boseki Co., LTD.,
dated as of June 9, 1997. Filed as Exhibit 10.21 to
GelTex's Form 10-Q for the quarter ended June 30, 1997 (File
No. 0-26872).
*10.53- Manufacturing and Supply Agreement (United States) between
RenaGel LLC and Circa Pharmaceuticals, Inc., dated as of
July 31, 1998. Filed as Exhibit 10.4 to GelTex's Form 10-Q
for the quarter ended June 30, 1998 (File No. 0-26872).
*10.54- Supply Agreement dated as of November 9, 1999 by and between
Salsbury Chemicals, Inc. and GelTex. Filed as Exhibit 10.32
to GelTex's Form 10-K for 1999 (File No. 0-26872).
*10.55- GT 102-279 Collaboration Agreement between GelTex and Sankyo
Pharma, Inc. dated as of December 23, 1999. Filed as Exhibit
10.34 to GelTex's Form 10-K/A for 1999 filed on November 7,
2000 (File No. 0-26872).**
*10.56- Collaboration Agreement between GelTex and Sankyo Pharma,
Inc. dated as of December 23, 1999. Filed as Exhibit 10.34
to GelTex's Form 10-K/A for 1999 filed on November 7, 2000
(File No. 0-26872).**
*10.57- Purchase Agreement dated as of August 29, 1997 by and among
Genzyme Corporation and the entities listed on the signature
pages thereto. Filed as Exhibit 10.5 to Genzyme's Form 10-Q
for the quarter ended September 30, 1997.
*10.58- Collaboration Agreement dated September 4, 1998 among
Genzyme, BioMarin Pharmaceutical, Inc. ("BioMarin") and
BioMarin/Genzyme LLC. Previously filed as Exhibit 10.24 to
BioMarin's Registration Statement on Form S-1 (File
No. 333-77701) and incorporated herein by reference.
*10.59- Purchase Agreement dated September 4, 1998 between Genzyme
and BioMarin. Previously filed as Exhibit 10.25 to
BioMarin's Registration Statement on Form S-1 (File
No. 333-77701).
*10.60- Operating Agreement of BioMarin/Genzyme LLC. Filed as
Exhibit 10.30 to BioMarin's Registration Statement on
Form S-1 (File No. 333-77701).
*10.61- United States Licensing Agreement dated February 7, 1997
between Biomatrix and American Home Products Corp. ("AHP").
Filed as Exhibit 10.1 to Biomatrix's Form 10-Q for the
quarter ended March 31, 1997**
*10.62- International Licensing Agreement dated February 7, 1997
between Biomatrix and AHP. Filed as Exhibit 10.2 to
Biomatrix's Form 10-Q for the quarter ended March 31, 1997**
*10.63- Supply Agreement dated February 7, 1997 between Biomatrix
and AHP. Filed as Exhibit 10.3 to Biomatrix's Form 10-Q for
the quarter ended March 31, 1997**
*10.64- Trademark License Agreement dated February 7, 1997 between
Biomatrix and AHP. Filed as Exhibit 10.4 to Biomatrix's
Form 10-Q for the quarter ended March 31, 1997**
*10.65- Agreement and Plan of Merger, dated March 6, 2000, among
Genzyme, Seagull Merger Corporation and Biomatrix, as
amended through October 25, 2000. Filed as Annex A to
Amendment No. 2 to Genzyme's Registration Statement on
Form S-4 (File No. 33-34972) filed on October 27, 2000.
*10.66- Agreement and Plan of Merger, dated September 11, 2000,
among Genzyme, Titan Acquisition Corp. and GelTex as
amended. Filed as Exhibit 99.1 to Genzyme's Current Report
on Form 8-K dated September 11, 2000.
*13.1- Portions of the 2000 Genzyme General Annual Report
incorporated by reference into Parts I, II and IV of this
Form 10-K/A. Filed as Exhibit 13.1 to Genzyme's Form 10-K
for 2000.
*13.2- Portions of the 2000 Genzyme General Annual Report
incorporated by reference into Parts I, II and IV of this
Form 10-K/A. Filed as Exhibit 13.2 to Genzyme's Form 10-K
for 2000.

EXHIBIT NO. DESCRIPTION
- --------------------- -----------

*13.3- Portions of the 2000 Genzyme Biosurgery Annual Report
incorporated by reference into Parts I, II and IV of this
Form 10-K/A. Filed as Exhibit 13.3 to Genzyme's Form 10-K
for 2000.
*13.4- Portions of the 2000 Genzyme Molecular Oncology Annual
Report incorporated by reference into Parts I and II of this
Form 10-K/A. Filed as Exhibit 13.4 to Genzyme's Form 10-K
for 2000.
*21- Subsidiaries of the Registrant. Filed as Exhibit 21 to
Genzyme's Form 10-K for 2000.
*23.1- Consent of PricewaterhouseCoopers LLP. Filed as
Exhibit 23.1 to Genzyme's Form 10-K for 2000.
23.2- Consent of PricewatehouseCoopers LLP relating to the Annual
Report of Genzyme Corporation 401(k) Plan on Form 10-K/A.
Filed herewith.
*99.1- Management and Accounting Policies Governing the
Relationship of Genzyme Divisions. Filed as Exhibit 3 to
Genzyme's Registration Statement on Form 8-A filed on
December 19, 2000 (File No. 333-31548).
*99.2- Factors Affecting Future Operating Results. Filed as
Exhibit 99.2 to Genzyme's Form 10-K for 2000.
99.3- Genzyme Corporation 401(k) Plan financial statements and
supplemental schedules to accompany 2000 Form 5500 Annual
Report of Employee Benefit Plan under Employee Retirement
Income Security Act of 1974 (the "ERISA of 1974") as of
December 31, 2000 and 1999 and for the year ended
December 31, 2000. Filed herewith.

- ------------------------

* 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, 8-B or Schedule 14A of Genzyme Corporation were filed
under Commission File No. 0-14680.

** Confidential treatment has been granted for the deleted portions of Exhibits
10.12, 10.13, 10.27, 10.44-10.46, 10.48, 10.49, 10.55, 10.56 and
10.61-10.64.

EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

Exhibits 10.28 through 10.38 above are management contracts or compensatory
plans or arrangements in which the executive officers or directors of Genzyme
participate.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Dated: June 29, 2001 GENZYME CORPORATION

By: /s/ MICHAEL S. WYZGA
-----------------------------------------
Michael S. Wyzga
SENIOR VICE PRESIDENT, FINANCE;
CHIEF FINANCIAL OFFICER; AND
CHIEF ACCOUNTING OFFICER

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
- --------------------- -----------

*3.1 Restated Articles of Organization of Genzyme, as amended.
Filed as Exhibit 3 to Genzyme's Current Report on Form 8-K
filed with the SEC on June 6, 2001.
*3.2- By-laws of Genzyme as amended. Filed as Exhibit 3.2 to
Genzyme's Form 10-Q for the quarter ended September 30,
1999.
*4.1- Second Amended and Restated Renewed Rights Agreement dated
as of December 18, 2000 between Genzyme and American Stock
Transfer & Trust Company, as Rights Agent. Filed as Exhibit
4 to our Registration Statement on Form 8-A filed on
December 19, 2000.
*4.2- Form of Genzyme General Division Convertible Debenture.
Filed as Exhibit 10.7 to Genzyme's Form 10-Q for the quarter
ended September 30, 1997.
*4.3- Registration Rights Agreement dated as of August 29, 1997 by
and among Genzyme and the entities listed on the signature
pages thereto. Filed as Exhibit 10.8 to Genzyme's Form 10-Q
for the quarter ended September 30, 1997.
*4.4- Warrant Agreement between Genzyme and Comdisco, Inc. Filed
as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc. (File
No. 0-20138).
*4.5- Indenture, dated as of May 22, 1998, between Genzyme and
State Street Bank and Trust Company, as Trustee, including
the form of Note. Filed as Exhibit 4.3 to Genzyme's
Registration Statement on Form S-3 (File No. 333-59513).
*4.6- Registration Rights Agreement, dated as of May 19, 1998,
among Genzyme, Credit Suisse First Boston Corporation,
Goldman, Sachs & Co. and Cowen & Company. Filed as Exhibit
4.4 to Genzyme's Registration Statement on Form S-3 (File
No. 333-59513).
*4.7- Purchase Agreement, dated as of May 19, 1998, among Genzyme,
Credit Suisse First Boston Corporation, Goldman, Sachs & Co.
and Cowen & Company. Filed as Exhibit 4.5 to Genzyme's
Registration Statement on Form S-3 (File No. 333-59513).
*4.8- Biomatrix, Inc. ("Biomatrix") 6.9% Convertible Subordinated
Note due May 14, 2003. Filed as Exhibit 4.1 to our Form 8-K
filed on January 2, 2001.
*10.1- Leases by Whatman Reeve Angel Limited to Whatman
Biochemicals Limited dated May 1, 1981. Filed as Exhibit
10.12 to Genzyme's Registration Statement on Form S-1 (File
No. 33-4904).
*10.2- Lease dated as of September 15, 1989 for 95-111 Binney
Street, Cambridge, Massachusetts between Genzyme and the
Trustees of the Cambridge East Trust. Filed as Exhibit 10.2
to Genzyme's Form 10-K for 1992. First amendment of lease
dated February 28, 1994. Filed as Exhibit 10.2 to Genzyme's
Form 10-K for 1993.
*10.3- Lease dated December 20, 1988 for Building 1400, One Kendall
Square, Cambridge, Massachusetts between Genzyme and the
Trustees of Old Binney Realty Trust, as amended by letters
dated December 20, 1988, January 19, 1989 and January 31,
1989. Filed as Exhibit 10.18 to Genzyme's Form 10-K for
1988. Addendum dated September 20, 1991 to Lease for
Building 1400, One Kendall Square, Cambridge, Massachusetts.
Filed as Exhibit 19.1 to Genzyme's Form 10-Q for the quarter
ended September 30, 1991. Addenda dated August 2, 1990 and
April 6, 1993 to Lease for Building 1400, One Kendall
Square, Cambridge, Massachusetts. Filed as Exhibit 10.3 to
Genzyme's Form 10-K for 1993.
*10.4- Lease dated December 20, 1988 for Building 700, One Kendall
Square, Cambridge, Massachusetts between Genzyme and
Trustees of Old Kendall Realty Trust, as amended by letters
dated December 20, 1988 and January 31, 1989. Filed as
Exhibit 10.19 to Genzyme's Form 10-K for 1988.

EXHIBIT NO. DESCRIPTION
- --------------------- -----------

*10.5- Lease dated September 30, 1985 for 51 New York Avenue,
Framingham, Massachusetts. Filed as Exhibit 10.8 to
Genzyme's Form 10-K for 1990. Amendment No. 1, dated
October 11, 1990, and Amendment No. 2, dated May 12, 1993,
to lease for 51 New York Avenue, Framingham, Massachusetts.
Filed as Exhibit 10.5 to Genzyme's Form 10-K for 1993.
*10.6- Lease dated April 30, 1990 for 64 Sidney Street, Cambridge,
Massachusetts between BioSurface Technology, Inc. and Forest
City 64 Sidney Street, Inc. Filed as Exhibit 10.22 to
BioSurface's Registration Statement on Form S-1 (File
No. 33-55874).
*10.7- Sublease Lease dated May 22, 1992 for three buildings at
74-84 New York Avenue, Framingham, Massachusetts between
Genzyme and Prime Computer, Inc. Filed as Exhibit 10.7 to
Genzyme's Form 10-K for 1993.
*10.8- Lease dated May 22, 1992 for three buildings at 74-84 New
York Avenue, Framingham, Massachusetts between Genzyme and
Mark L. Fins, David J. Winstanley and Bruce A. Gurall,
tenants in common. Filed as Exhibit 10.8 to Genzyme's
Form 10-K for 1993.
*10.9- Lease dated June 1, 1992 for land at Allston Landing,
Allston, Massachusetts between Allston Landing Limited
Partnership and the Massachusetts Turnpike Authority. Filed
as Exhibit 10.9 to Genzyme's Form 10-K for 1993.
*10.10- Underlease for Block 13 building at Kings Hill Business Park
West Malling Kent among Rouse and Associates Block 13
Limited, Genzyme (UK) Limited and Genzyme. Filed as Exhibit
10.11 to Genzyme's Registration Statement on Form 8-B dated
December 31, 1991, filed on March 2, 1992.
*10.11- Lease dated November 12, 1998 for Metrowest Place, 15
Pleasant Street Connector, Framingham, Massachusetts,
between Consolidated Group Service Company Limited
Partnership and Genzyme. Filed as Exhibit 10.11 to Genzyme's
Form 10-K for 1998.
*10.12- Agreement of Lease, dated April 18, 1996, between Ridgefield
Associates and Biomatrix. Filed as Exhibit 10-3 to
Biomatrix's Form 10-Q for the quarter ended June 30, 1996
(File No. 19373).**
*10.13- Lease dated August 28, 2000 for Building D, Cambridge
Research Park, Cambridge, Massachusetts between Genzyme and
Kendall Square LLC. Filed as Exhibit 10-1 to Genzyme's
Form 10-Q for the quarter ended September 30, 2000.**
*10.14- Lease dated August 4, 2000 for Pleasant Street Connector,
Framingham, Massachusetts between Genzyme and Fafard Real
Estate Development Corp. Filed as Exhibit 10-2 to Genzyme's
Form 10-Q for the quarter ended September 30, 2000.
*10.15- Lease dated February 28, 1997, between GelTex
Pharmaceuticals, Inc. ("GelTex") and J.F. White Properties,
Inc. Filed as Exhibit 10-16 to GelTex's Annual Report on
Form 10-K for 1996 (File No. 0-26872)
*10.16- Purchase and Sale Agreement between Barry L. Solar and
Robert L. Solar as Trustees of 211 Second Avenue Realty
Trust and GelTex Pharmaceuticals, Inc., dated as of
July 26, 1999. Filed as Exhibit 10-4 to GelTex's Form 10-Q
for the quarter ended June 30, 1999 (File No. 0-26872).
*10.17- Agency Agreement, dated October 21, 1998, Between First
Security Bank, N.A. and GelTex. Filed as Exhibit 10-1 to
GelTex's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 (File No. 0-26872).
*10.18- Lease Agreement, dated October 21, 1998, Between First
Security Bank, N.A. and GelTex. Filed as Exhibit 10-2 to
GelTex's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 (File No. 0-26872).
*10.19- Agreement of Limited Partnership dated as of September 13,
1989 between Genzyme Development Corporation II, as General
Partner, and each of the Limited Partners named therein.
Filed as Exhibit 10(aa) to Genzyme's Registration Statement
on Form S-4 (File No. 33-32343).
*10.20- Cross License Agreement dated as of September 13, 1989
between Genzyme and Genzyme Development Partners, L.P. Filed
as Exhibit 10(bb) to Genzyme's Registration Statement on
Form S-4 (File No. 33-32343).

EXHIBIT NO. DESCRIPTION
- --------------------- -----------

*10.21- Development Agreement dated as of September 13, 1989 between
Genzyme and Genzyme Development Partners. Filed as Exhibit
10(cc) to Genzyme's Registration Statement on Form S-4 (File
No. 33-32343).
*10.22- Amendment No. 1 dated January 4, 1994 to Development
Agreement dated as of September 13, 1989 between Genzyme and
Genzyme Development Partners. Filed as Exhibit 10.14 to
Genzyme's Form 10-K for 1993.
*10.23- Partnership Purchase Option Agreement dated as of
September 13, 1989 between Genzyme, Genzyme Development
Corporation II, Genzyme Development Partners, each Class A
Limited Partner and the Class B Limited Partner. Filed as
Exhibit 10(dd) to Genzyme's Registration Statement on
Form S-4 (File No. 33-32343).
*10.24- Partnership Purchase Agreement, dated as of November 20,
2000 between Genzyme, GDC II, GDP and each Class A Limited
Partner. Filed as Exhibit 10.24 to Genzyme's Form 10-K for
2000.
*10.25- Amended and Restated Joint Venture Agreement between Genzyme
and Genzyme Development Partners. Filed as Exhibit 10.1 to
Genzyme Development Partners' Form 10-Q for the quarter
ended March 31, 1997 (File No. 0-18554).
*10.26- Marketing and Distribution Agreement between Genzyme and
Genzyme Ventures II. Filed as Exhibit 10.3 to Genzyme
Development Partners' Form 10-Q for the quarter ended
March 31, 1997 (File No. 0-18554).
*10.27- Technology License and Supply Agreement dated as of
September 8, 1989 between Imedex and Genzyme. Filed as
Exhibit 10.30 to Genzyme's Form 10-K for 1990.**
*10.28- 1998 Director Stock Option Plan, as amended. Filed as
Exhibit 10.28 to Genzyme's Form 10-K for 2000.
*10.29- 1990 Equity Incentive Plan, as amended. Filed as Exhibit
99.1 to Genzyme's Form S-8 dated August 8, 1997 (File
No. 333-33249).
*10.30- 1999 Employee Stock Purchase Plan. Filed as Exhibit 10.24 to
Genzyme's Form 10-K for 1999.
*10.31- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit
99.1 to Genzyme's Form S-8 dated August 8, 1997 (File
No. 333-33251).
*10.32- Executive Employment Agreement dated as of January 1, 1990
between Genzyme and Henri A. Termeer. Filed as Exhibit 10.32
to Genzyme's Form 10-K for 1990.
*10.33- Form of Severance Agreement between Genzyme and certain
senior executives, together with schedule identifying the
provisions applicable to each executive. Filed as Exhibit
10.33 to Genzyme's Form 10-K for 1990. Current schedule
identifying the executives filed as Exhibit 10.27 to
Genzyme's Form 10-K for 1998.
*10.34- Form of Indemnification Agreement between Genzyme and
certain senior executives, together with schedule
identifying the provisions applicable to each executive.
Filed as Exhibit 10.34 to Genzyme's Form 10-K for 1990.
Current schedule identifying the executives filed as Exhibit
10.28 to Genzyme's Form 10-K for 1998.
*10.35- Executive Employment Agreement dated as of January 1, 1996
between Genzyme and Peter Wirth. Filed as Exhibit 10.1 to
Genzyme's Form 10-Q for the quarter ended March 31, 1996.
*10.36- Consulting Agreement dated December 14, 1998 between Genzyme
and Charles L. Cooney, Ph.D. Filed as Exhibit 10.30 to
Genzyme's Form 10-K for 1998.
*10.37- Consulting Agreement dated December 31, 1998 between Genzyme
and Robert J. Carpenter. Filed as Exhibit 10.31 to Genzyme's
form 10-K for 1998.
*10.38- Consulting Agreement dated July 1, 1998 between Genzyme and
Henry E. Blair. Filed as Exhibit 10.32 to Genzyme's Form
10-K for 1998.
*10.39- Technology Transfer Agreement between Genzyme and Genzyme
Transgenics Corporation ("GTC") dated as of May 1, 1993.
Filed as Exhibit 2.1 to the Registration Statement on
Form S-1 of GTC (File No. 33-62872).

EXHIBIT NO. DESCRIPTION
- --------------------- -----------

*10.40- Research and Development Agreement between Genzyme and GTC
dated as of May 1, 1993. Filed as Exhibit 10.1 to the
Registration Statement on Form S-1 of GTC (File
No. 33-62872).
*10.41- Services Agreement between Genzyme and GTC dated as of
May 1, 1993. Filed as Exhibit 10.2 to the Registration
Statement on Form S-1 of GTC (File No. 33-62872).
*10.42- Series A Convertible Preferred Stock Purchase Agreement
between Genzyme and GTC dated as of May 1, 1993. Filed as
Exhibit 10.5 to the Registration Statement on Form S-1 of
GTC (File No. 33-62872).
*10.43- Second Amended and Restated Convertible Debt Agreement dated
as of December 28, 1998 by and between Genzyme and GTC.
Filed as Exhibit 10.37 to GTC's Form 10-K for 1997 (File
No. 0-21794).
*10.44- Amended and Restated Operating Agreement of ATIII LLC dated
as of January 1, 1998 by and among Genzyme and GTC. Filed as
Exhibit 10.52.1 to GTC's Form 10-K for 1997 (File
No. 0-21794).**
*10.45- Purchase Agreement dated as of January 1, 1998 by and
between Genzyme and GTC. Filed as Exhibit 10.52.2 to GTCs'
Form 10-K for 1997 (File No. 0-21794).**
*10.46- Collaboration Agreement dated as of January 1, 1997 by and
among Genzyme, GTC and ATIII LLC. Filed as Exhibit 10.52.3
to Genzyme Transgenics' Form 10-K for 1997 (File
No. 0-21794) and incorporated herein by reference.**
*10.47- Amended and Restated Credit Agreement dated April 1, 2000
among Genzyme and those of its subsidiaries party thereto,
Fleet National Bank, as Administrative Agent. Filed as
Exhibit 99.2 to Genzyme's Form 8-K filed on January 2, 2001.
*10.48- Amended and Restated Collaboration Agreement dated as of
April 1, 2000 by and among Genzyme, GelTex and RenaGel LLC.
Filed as Exhibit 10.1 to GelTex's Form 10-Q for the quarter
ended June 30, 2000 (File No. 0-26872).**
*10.49- Purchase Agreement dated as of June 17, 1997 by and between
Genzyme and GelTex. Filed as Exhibit 10.19 to GelTex's
Form 10-Q for the quarter ended June 30, 1997 (File
No. 0-26872).**
*10.50- Amended and Restated Operating Agreement of RenaGel LLC
dated as of April 1, 2000 by and among Genzyme, GelTex and
RenaGel, Inc. Filed as Exhibit 10.2 to GelTex's Form 10-Q
for the quarter ended June 30, 2000 (File No. 0-26872).
*10.51- Contract Manufacturing Agreement between GelTex and The Dow
Chemical Company. Filed as Exhibit 10.17 to GelTex's
Form 10-Q for the quarter ended March 31, 1997 (File
No. 0-26872).
*10.52- License Agreement between GelTex and Nitto Boseki Co., LTD.,
dated as of June 9, 1997. Filed as Exhibit 10.21 to
GelTex's Form 10-Q for the quarter ended June 30, 1997 (File
No. 0-26872).
*10.53- Manufacturing and Supply Agreement (United States) between
RenaGel LLC and Circa Pharmaceuticals, Inc., dated as of
July 31, 1998. Filed as Exhibit 10.4 to GelTex's Form 10-Q
for the quarter ended June 30, 1998 (File No. 0-26872).
*10.54- Supply Agreement dated as of November 9, 1999 by and between
Salsbury Chemicals, Inc. and GelTex. Filed as Exhibit 10.32
to GelTex's Form 10-K for 1999 (File No. 0-26872).
*10.55- GT 102-279 Collaboration Agreement between GelTex and Sankyo
Pharma, Inc. dated as of December 23, 1999. Filed as Exhibit
10.34 to GelTex's Form 10-K/A for 1999 filed on November 7,
2000 (File No. 0-26872).**
*10.56- Collaboration Agreement between GelTex and Sankyo Pharma,
Inc. dated as of December 23, 1999. Filed as Exhibit 10.34
to GelTex's Form 10-K/A for 1999 filed on November 7, 2000
(File No. 0-26872).**
*10.57- Purchase Agreement dated as of August 29, 1997 by and among
Genzyme Corporation and the entities listed on the signature
pages thereto. Filed as Exhibit 10.5 to Genzyme's Form 10-Q
for the quarter ended September 30, 1997.

EXHIBIT NO. DESCRIPTION
- --------------------- -----------

*10.58- Collaboration Agreement dated September 4, 1998 among
Genzyme, BioMarin Pharmaceutical, Inc. ("BioMarin") and
BioMarin/Genzyme LLC. Previously filed as Exhibit 10.24 to
BioMarin's Registration Statement on Form S-1 (File
No. 333-77701) and incorporated herein by reference.
*10.59- Purchase Agreement dated September 4, 1998 between Genzyme
and BioMarin. Previously filed as Exhibit 10.25 to
BioMarin's Registration Statement on Form S-1 (File
No. 333-77701).
*10.60- Operating Agreement of BioMarin/Genzyme LLC. Filed as
Exhibit 10.30 to BioMarin's Registration Statement on
Form S-1 (File No. 333-77701).
*10.61- United States Licensing Agreement dated February 7, 1997
between Biomatrix and American Home Products Corp. ("AHP").
Filed as Exhibit 10.1 to Biomatrix's Form 10-Q for the
quarter ended March 31, 1997**
*10.62- International Licensing Agreement dated February 7, 1997
between Biomatrix and AHP. Filed as Exhibit 10.2 to
Biomatrix's Form 10-Q for the quarter ended March 31, 1997**
*10.63- Supply Agreement dated February 7, 1997 between Biomatrix
and AHP. Filed as Exhibit 10.3 to Biomatrix's Form 10-Q for
the quarter ended March 31, 1997**
*10.64- Trademark License Agreement dated February 7, 1997 between
Biomatrix and AHP. Filed as Exhibit 10.4 to Biomatrix's
Form 10-Q for the quarter ended March 31, 1997**
*10.65- Agreement and Plan of Merger, dated March 6, 2000, among
Genzyme, Seagull Merger Corporation and Biomatrix, as
amended through October 25, 2000. Filed as Annex A to
Amendment No. 2 to Genzyme's Registration Statement on
Form S-4 (File No. 33-34972) filed on October 27, 2000.
*10.66- Agreement and Plan of Merger, dated September 11, 2000,
among Genzyme, Titan Acquisition Corp. and GelTex as
amended. Filed as Exhibit 99.1 to Genzyme's Current Report
on Form 8-K dated September 11, 2000.
*13.1- Portions of the 2000 Genzyme General Annual Report
incorporated by reference into Parts I, II and IV of this
Form 10-K/A. Filed as Exhibit 13.1 to Genzyme's Form 10-K
for 2000.
*13.2- Portions of the 2000 Genzyme General Annual Report
incorporated by reference into Parts I, II and IV of this
Form 10-K/A. Filed as Exhibit 13.2 to Genzyme's Form 10-K
for 2000.
*13.3- Portions of the 2000 Genzyme Biosurgery Annual Report
incorporated by reference into Parts I, II and IV of this
Form 10-K/A. Filed as Exhibit 13.3 to Genzyme's Form 10-K
for 2000.
*13.4- Portions of the 2000 Genzyme Molecular Oncology Annual
Report incorporated by reference into Parts I and II of this
Form 10-K/A. Filed as Exhibit 13.4 to Genzyme's Form 10-K
for 2000.
*21- Subsidiaries of the Registrant. Filed as Exhibit 21 to
Genzyme's Form 10-K for 2000.
*23.1- Consent of PricewaterhouseCoopers LLP. Filed as
Exhibit 23.1 to Genzyme's Form 10-K for 2000.
23.2- Consent of PricewatehouseCoopers LLP relating to the Annual
Report of Genzyme Corporation 401(k) Plan on Form 10-K/A.
Filed herewith.
*99.1- Management and Accounting Policies Governing the
Relationship of Genzyme Divisions. Filed as Exhibit 3 to
Genzyme's Registration Statement on Form 8-A dated
December 19, 2000 (File No. 333-31548).
*99.2- Factors Affecting Future Operating Results. Filed as
Exhibit 99.2 to Genzyme's Form 10-K for 2000.

EXHIBIT NO. DESCRIPTION
- --------------------- -----------

99.3- Genzyme Corporation 401(k) Plan financial statements and
supplemental schedules to accompany 2000 Form 5500 Annual
Report of Employee Benefit Plan under Employee Retirement
Income Security Act of 1974 (the "ERISA of 1974") as of
December 31, 2000 and 1999 and for the year ended
December 31, 2000. Filed herewith.

- ------------------------

** Confidential treatment has been granted for the deleted portions of Exhibits
10.12, 10.13, 10.27, 10.44-10.46, 10.48, 10.49, 10.55, 10.56 and
10.61-10.64.