1
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 11, 1999

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
2
ITEM 5. OTHER EVENTS.

Genzyme Corporation has declared a tax-free dividend of approximately 0.17923 of
a share of Genzyme Surgical Products Division Common Stock, which we refer to as
GZSP Stock, for each share of Genzyme General Division Common Stock held as of
the record date, June 14, 1999. We will distribute approximately 14,800,000
shares of GZSP Stock on June 28, 1999 and pay cash for fractional shares at a
rate of $25 per share. In addition, we will reserve approximately 1,132,000
shares of GZSP Stock for future issuance upon conversion of our 5 1/4%
convertible subordinated notes due 2005 and approximately 327 shares for future
issuance in connection with distributions from existing stock accounts under our
directors' deferred compensation plan. GZSP Stock will begin trading on The
Nasdaq National Market(R) under the ticker symbol GZSP on June 28, 1999.

GZSP Stock is intended to reflect the value and tract the performance of our
Genzyme Surgical Products Division. We are creating the Genzyme Surgical
Products Division from our existing surgical products business, which was
previously operated as a business unit of our Genzyme General Division. Upon
formation, Genzyme Surgical Products will also be funded with $150 million in
cash from Genzyme General.

ITEM 7. EXHIBITS.

Number Description
------ -----------

23.1 Consent of Independent Accountants. Filed herewith.

99.1 Combined Financial Statements of Genzyme Surgical
Products. Filed herewith.

99.2 Unaudited, Combined Pro Forma Financial Statements of
Genzyme General. Filed herewith.

99.3 Risk Factors Related to Genzyme Surgical Products Division
Common Stock. Filed herewith.

99.4 Series Designation for the Genzyme Surgical Products
Division Common Stock. Filed as Exhibit 2 to the
Registrant's Registration Statement on Form 8-A filed with
the Commission on June 11, 1999, and incorporated herein by
reference.

99.5 Management and Accounting Policies Governing the
Relationship of Genzyme Divisions. Filed herewith.

3
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.

Dated: June 11, 1999 GENZYME CORPORATION