1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM 10-K/A

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
COMMISSION FILE NO. 0-14680

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

MASSACHUSETTS 06-1047163

(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or 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 ("GGD STOCK")
GENZYME TISSUE REPAIR DIVISION COMMON STOCK, $0.01 PAR VALUE ("GTR STOCK")
GENZYME MOLECULAR ONCOLOGY DIVISION COMMON STOCK, $0.01 PAR VALUE ("GMO STOCK")
GGD STOCK PURCHASE RIGHTS
GTR STOCK PURCHASE RIGHTS
GMO 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, 1999: $3,872,522,549
Number of shares of the Registrant's GGD Stock outstanding as of
March 1, 1999: 81,953,196
Number of shares of the Registrant's GTR Stock outstanding as of
March 1, 1999: 22,292,811
Number of shares of the Registrant's GMO Stock outstanding as of
March 1, 1999: 12,668,989

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

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Reports to Stockholders for its General
Division, Tissue Repair Division and Molecular Oncology Division for the fiscal
year ended December 31, 1998 were incorporated by reference into Parts I and II
of this Form 10-K, as amended under Amendment No. 1, and portions of the
Registrant's Proxy Statement for the Annual Meeting of Stockholders held on May
26, 1999 are incorporated by reference into Part III of this Form 10-K.

This Annual Report on Form 10-K/A constitutes Amendment No. 1 to the
Registrant's Form 10-K for the fiscal year ended December 31, 1998 (as amended,
hereinafter referred to as this "Annual Report on Form 10-K"). Item 14 is hereby
amended as follows:

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

- Exhibit 99.2 to include information, financial statements and exhibits
required by Form 11-K related to the Plan is filed herewith.

PART IV

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

(A) 1. FINANCIAL STATEMENTS

The following financial statements (and related notes) of Genzyme General
and Genzyme Corporation and subsidiaries are incorporated by reference from the
1998 Genzyme General Annual Report:

PAGE*
-----

GENZYME GENERAL
Combined Statements of Operations -- For the Years
Ended December 31, 1998, 1997 and 1996................ 11
Combined Balance Sheets -- December 31, 1998 and
1997.................................................. 13
Combined Statements of Cash Flows -- For the Years
Ended December 31, 1998, 1997 and 1996................ 14
Notes to Combined Financial Statements................. 16
Report of Independent Accountants...................... 31
GENZYME CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations -- For the Years
Ended December 31, 1998, 1997 and 1996................ 47
Consolidated Balance Sheets -- December 31, 1998 and
1997.................................................. 50
Consolidated Statements of Cash Flows -- For the Years
Ended December 31, 1998, 1997 and 1996................ 52
Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 1998, 1997 and 1996.......... 54
Notes to Consolidated Financial Statements............. 57
Report of Independent Accountants...................... 91

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

* References are to page numbers in the 1998 Genzyme General Annual Report.
The financial statements (and related notes) are incorporated by
reference from the 1998 Genzyme General Annual Report.

The following financial statements (and related notes) of GTR are
incorporated by reference from the 1998 GTR Annual Report:

PAGE*
-----

Combined Statements of Operations -- For the Years Ended
December 31, 1998, 1997 and 1996.......................... 103
Combined Balance Sheets -- December 31, 1998 and 1997....... 104
Combined Statements of Cash Flows -- For the Years Ended
December 31, 1998, 1997 and 1996.......................... 105
Notes to Combined Financial Statements...................... 106
Report of Independent Accountants........................... 115

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

* References are to page numbers in the 1998 GTR Annual Report. The
financial statements (and related notes) are incorporated by reference
from the 1998 GTR Annual Report.

The following financial statements (and related notes) of GMO are
incorporated by reference from the 1998 GMO Annual Report:

PAGE*
-----

Combined Statements of Operations -- For the Years Ended
December 31, 1998, 1997 and 1996.......................... 127
Combined Balance Sheets -- December 31, 1998 and 1997....... 128
Combined Statements of Cash Flows -- For the Years Ended
December 31, 1998, 1997 and 1996.......................... 129
Notes to Combined Financial Statements...................... 130
Report of Independent Accountants........................... 140

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

* References are to page numbers in the 1998 GMO Annual Report. The
financial statements (and related notes) are incorporated by reference
from the 1998 GMO Annual Report.

2. FINANCIAL STATEMENT SCHEDULES

The schedules listed below for Genzyme General, GTR, GMO and Genzyme
Corporation and Subsidiaries are filed as part of this Annual Report on Form
10-K:

PAGE*
-----

GENZYME GENERAL
Schedule II -- Valuation and Qualifying Accounts....... 32
GTR
Schedule II -- Valuation and Qualifying Accounts....... 141
GENZYME CORPORATION AND SUBSIDIARIES
Schedule II -- Valuation and Qualifying Accounts....... 92

All other schedules are omitted as the information required is inapplicable
or the information is presented in (i) the Genzyme General Combined Financial
Statements or notes thereto, (ii) the GTR Combined Financial Statements or notes
thereto or (iii) the Genzyme Corporation and Subsidiaries Consolidated
Financials or notes thereto.

3. EXHIBITS

The exhibits are listed below under Part IV, Item 14(c) of this report.

(B) REPORTS ON FORM 8-K

On October 27, 1998, Genzyme Corporation filed a Current Report on Form 8-K
to announce the dividend of shares of GMO Stock to holders of GGD Stock, the
release from escrow of shares of GMO Stock held by the former stockholders of
PharmaGenics, Inc. and the listing of the GMO Stock on the Nasdaq National
Market.

On March 17, 1999, Genzyme Corporation filed a Current Report on Form 8-K
to announce that the Genzyme Board had authorized the renewal of Genzyme's
shareholder rights plan, which became effective on March 28, 1999, which was the
date on which the previous rights plan expired.

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

*3.1 -- Restated Articles of Organization of Genzyme, as amended.
Filed as Exhibit 1 to Genzyme's Registration Statement on
Form 8-A dated June 18, 1997
*3.2 -- By-laws of Genzyme. Filed as Exhibit 3.2 to Genzyme's Form
8-K dated December 31, 1991
*4.1 -- Series Designation for Genzyme Molecular Oncology Division
Common Stock, $.01 par value. Filed as Exhibit 2 to
Genzyme's Registration Statement on Form 8-A dated June 18,
1997
*4.2 -- Series Designation for Genzyme Series A, Series B and Series
C Junior Participating Preferred Stock, $.01 par value.
Filed as Exhibit 3 to Genzyme's Registration Statement on
Form 8-A dated June 18, 1997
*4.3 -- Renewed Rights Agreement dated as of March 16, 1999 between
Genzyme and American Stock Transfer & Trust Company. Filed
as Exhibit 4 to Genzyme's Current Report on Form 8-K dated
March 17, 1999
*4.4 -- Warrant issued to Richard Warren, Ph.D. Filed as Exhibit 4
to the Form 8-K of IG Laboratories, Inc. dated October 11,
1990 (File No. 0-18439)
*4.5 -- Genzyme Common Stock Purchase Warrant No. A-1 dated July 31,
1997 issued to Canadian Medical Discoveries Fund, Inc.
("CMDF"). Filed as Exhibit 10.2 to Genzyme's Form 10-Q for
the quarter ended September 30, 1997
*4.6 -- Genzyme Common Stock Purchase Warrant No. A-2 dated July 31,
1997 issued to CMDF. Filed as Exhibit 10.3 to Genzyme's Form
10-Q for the quarter ended September 30, 1997
*4.7 -- Genzyme Common Stock Purchase Warrant No. A-3 dated July 31,
1997 issued to CMDF. Filed as Exhibit 10.3 to Genzyme's Form
10-Q for the quarter ended September 30, 1997
*4.8 -- Registration Rights Agreement dated as of July 31, 1997 by
and between Genzyme and CMDF. Filed as Exhibit 10.1 to
Genzyme's Form 10-Q for the quarter ended September 30, 1997
*4.9 -- 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
*4.10 -- 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
*4.11 -- Warrant Agreement between Genzyme and Comdisco, Inc. Filed
as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc.
("PharmaGenics") (File No. 0-20138)

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

*4.12 -- Form of Genzyme Corporation Convertible Note dated February
28, 1997 issued to Credit Suisse First Boston (Hong Kong)
Ltd. ("CSFB"). Filed as Exhibit 4.14 to Genzyme's Form
10-K/A for 1997
*4.13 -- 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)
*4.14 -- 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)
*4.15 -- 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)
*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
*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.
("BioSurface") 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

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

*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.
*10.12 -- Agreement of Limited Partnership dated as of September 13,
1989 between Genzyme Development Corporation II ("GDC 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)
*10.13 -- Cross License Agreement dated as of September 13, 1989
between Genzyme and Genzyme Development Partners, L.P.
("GDP"). Filed as Exhibit 10(bb) to Genzyme's Registration
Statement on Form S-4 (File No. 33-32343)
*10.14 -- Development Agreement dated as of September 13, 1989 between
Genzyme and GDP. Filed as Exhibit 10(cc) to Genzyme's
Registration Statement on Form S-4 (File No. 33-32343)
*10.15 -- Amendment No. 1 dated January 4, 1994 to Development
Agreement dated as of September 13, 1989 between Genzyme and
GDP. Filed as Exhibit 10.14 to Genzyme's Form 10-K for 1993
*10.16 -- Partnership Purchase Option Agreement dated as of September
13, 1989 between Genzyme, GDC II, GDP, 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)
*10.17 -- Partnership Purchase Agreement, undated and unexecuted,
between Genzyme Corporation, GDC II, GDP, each Class A
Limited Partner and the Class B Limited Partner, as the case
may be. Filed as Exhibit 10(ee) to Genzyme's Registration
Statement on Form S-4 (File No. 33-32343)
*10.18 -- Amended and Restated Joint Venture Agreement between Genzyme
and GDP. Filed as Exhibit 10.1 to GDP's Form 10-Q for the
quarter ended March 31, 1997 (File No. 0-18554)
*10.19 -- Tax Indemnification Agreement between Genzyme and GDP. Filed
as Exhibit 10.2 to GDP's Form 10-Q for the quarter ended
March 31, 1997 (File No. 0-18554)
*10.20 -- Marketing and Distribution Agreement between Genzyme and
Genzyme Ventures II. Filed as Exhibit 10.3 to GDP's Form
10-Q for the quarter ended March 31, 1997 (File No. 0-18554)
*10.21 -- 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.**
*10.22 -- 1998 Director Stock Option Plan.
*10.23 -- 1990 Equity Incentive Plan. Filed as Exhibit 99.1 to
Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33249)
*10.24 -- 1990 Employee Stock Purchase Plan. Filed as Exhibit 99.1 to
Genzyme's Form S-8 dated August 8, 1997 (File No. 333-33291)
*10.25 -- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit
99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No.
333-33251)
*10.26 -- 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
- ------- -----------

*10.27 -- 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 herewith
*10.28 -- 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 herewith
*10.29 -- 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
*10.30 -- Consulting Agreement dated December 14, 1998 between Genzyme
and Charles L. Cooney, Ph.D.
*10.31 -- Consulting Agreement dated December 31, 1998 between Genzyme
and Robert J. Carpenter.
*10.32 -- Consulting Agreement dated July 1, 1998 between Genzyme and
Henry E. Blair.
*10.33 -- 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)
*10.34 -- 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)
*10.35 -- 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)
*10.36 -- 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)
*10.37 -- Second Amended and Restated Convertible Debt Agreement dated
as of December 28, 1998 by and between Genzyme and GTC.

*10.38 -- 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)**
*10.39 -- Purchase Agreement dated as of January 1, 1998 by and
between Genzyme and GTC. Filed as Exhibit 10.52.2 to GTC's
Form 10-K for 1997 (File No. 0-21794)**
*10.40 -- Collaboration Agreement dated as of January 1, 1997 by and
among Genzyme, GTC and ATIII LLC. Filed as Exhibit 10.52.3
to GTC's Form 10-K for 1997 (File No. 0-21794) and
incorporated herein by reference**
*10.41 -- Common Stock Purchase Agreement between Argus
Pharmaceuticals, Inc. and Genzyme Corporation dated as of
September 10, 1993. Filed as Exhibit A to Schedule 13D filed
by Genzyme on September 20, 1993**
*10.42 -- Agreement and Plan of Reorganization dated as of July 25,
1994, as amended, among Genzyme, Phoenix Acquisition
Corporation and BioSurface. Filed as Annex X to Genzyme's
Registration Statement on Form S-4 (File No. 33-83346)
*10.43 -- License and Development Agreement between Celtrix
Pharmaceuticals, Inc. ("Celtrix") and Genzyme dated as of
June 24, 1994. Filed as Exhibit 10.42 to Celtrix's Form 10-K
for 1994**

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

*10.44 -- Common Stock Purchase Agreement dated as of June 24, 1994
between Celtrix and Genzyme. Filed as Exhibit A to Schedule
13D filed by Genzyme on July 5, 1994
*10.45 -- Credit Agreement dated November 14, 1996 among Genzyme and
those of its subsidiaries party thereto, Fleet National
Bank, as Administrative Agent, and The First National Bank
of Boston, as Documentation Agent. Filed as Exhibit 10.39 to
Genzyme's Form 10-K for 1996
*10.46 -- First Amendment to Credit Agreement and Consent to
Subordination Terms dated as of March 3, 1997 by and among
Genzyme and those of its subsidiaries party thereto, Fleet
National Bank, as Administrative Agent, The First National
Bank of Boston, as Documentation Agent, and the lenders
identified in the signature pages thereto. Filed as Exhibit
10.49 to Genzyme's Form 10-K/A for 1997
*10.47 -- Second Amendment to Credit Agreement dated as of April 15,
1998 by and among Genzyme and those of its subsidiaries
party thereto, Fleet National Bank, as Administrative Agent,
The First National Bank of Boston, as Documentation Agent,
and the lenders identified in the signature pages thereto.
Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter
ended June 30, 1998
*10.48 -- Note Purchase Agreement by and between Genzyme and CSFB
dated of February 27, 1997. Filed as Exhibit 10.50 to
Genzyme's Form 10-K/A for 1997
*10.49 -- Collaboration Agreement dated as of June 17, 1997 by and
among Genzyme, GelTex Pharmaceuticals, Inc. ("GelTex") and
RenaGel LLC. Filed as Exhibit 10.18 to GelTex's Form 10-Q
for the quarter ended June 30, 1997 (File No. 0-26872)**
*10.50 -- 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)**
*10.51 -- Operating Agreement of RenaGel LLC dated as of June 17, 1997
by and among Genzyme, GelTex and RenaGel, Inc. Filed as
Exhibit 10.20 to GelTex's Form 10-Q for the quarter ended
June 30, 1997 (File No. 0-26872)
*10.52 -- 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
*13.1 -- Portions of the 1998 Genzyme General Annual Report
incorporated by reference into Parts I and II of this Form
10-K/A.
*13.2 -- Portions of the 1998 Genzyme Tissue Repair Annual Report
incorporated by reference into Parts I and II of this Form
10-K/A.
*13.3 -- Portions of the 1998 Genzyme Molecular Oncology Annual
Report incorporated by reference into Parts I and II of this
Form 10-K/A.
*21 -- Subsidiaries of the Registrant.
*23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of PricewaterhouseCoopers LLP relating to the Annual
Report of Genzyme Corporation Retirement Savings Plan on
Form 10-K/A. Filed herewith.
*27 -- Financial Data Schedule for Genzyme Corporation.
*99.1 -- Management and Accounting Policies Governing the
Relationship of Genzyme Divisions.
99.2 -- Genzyme Retirement Savings Plan financial statements and
supplemental schedules to accompany 1998 Form 5500 Annual Report
of Employee Benefit Plan under the Employee Retirement Income
Security Act of 1974 (the "ERISA of 1974") as of December 31,
1998 and 1997 and for the year ended December 31, 1998. 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 or 8-B of Genzyme Corporation were filed under
Commission File No. 0-14680.

** Confidential treatment has been granted for the deleted portions of Exhibits
10.21,
10.38-10.41, 10.43, 10.49 and 10.50.

EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

Exhibits 10.22 through 10.32 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 30, 1999 GENZYME CORPORATION

By: /s/ Michael S. Wyzga
----------------------------------
Michael S. Wyzga
Senior Vice President, Finance
and Chief Financial Officer

EXHIBIT INDEX

SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------

*3.1 -- Restated Articles of Organization of Genzyme, as amended.
Filed as Exhibit 1 to Genzyme's Registration Statement on
Form 8-A dated June 18, 1997................................
*3.2 -- By-laws of Genzyme. Filed as Exhibit 3.2 to Genzyme's Form
8-K dated December 31, 1991.................................
*4.1 -- Series Designation for Genzyme Molecular Oncology Division
Common Stock, $.01 par value. Filed as Exhibit 2 to
Genzyme's Registration Statement on Form 8-A dated June 18,
1997........................................................
*4.2 -- Series Designation for Genzyme Series A, Series B and Series
C Junior Participating Preferred Stock, $.01 par value.
Filed as Exhibit 3 to Genzyme's Registration Statement on
Form 8-A dated June 18, 1997................................
*4.3 -- Renewed Rights Agreement dated as of March 16, 1999 between
Genzyme and American Stock Transfer & Trust Company. Filed
as Exhibit 4 to Genzyme's Current Report on Form 8-K dated
March 17, 1999..............................................
*4.4 -- Warrant issued to Richard Warren, Ph.D. Filed as Exhibit 4
to the Form 8-K of IG Laboratories, Inc. dated October 11,
1990 (File No. 0-18439).....................................
*4.5 -- Genzyme Common Stock Purchase Warrant No. A-1 dated July 31,
1997 issued to Canadian Medical Discoveries Fund, Inc.
("CMDF"). Filed as Exhibit 10.2 to Genzyme's Form 10-Q for
the quarter ended September 30, 1997........................
*4.6 -- Genzyme Common Stock Purchase Warrant No. A-2 dated July 31,
1997 issued to CMDF. Filed as Exhibit 10.3 to Genzyme's Form
10-Q for the quarter ended September 30, 1997...............
*4.7 -- Genzyme Common Stock Purchase Warrant No. A-3 dated July 31,
1997 issued to CMDF. Filed as Exhibit 10.3 to Genzyme's Form
10-Q for the quarter ended September 30, 1997...............
*4.8 -- Registration Rights Agreement dated as of July 31, 1997 by
and between Genzyme and CMDF. Filed as Exhibit 10.1 to
Genzyme's Form 10-Q for the quarter ended September 30,
1997........................................................
*4.9 -- 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....................................
*4.10 -- 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....................
*4.11 -- Warrant Agreement between Genzyme and Comdisco, Inc. Filed
as Exhibit 10.22 to a Form 10 of PharmaGenics, Inc.
("PharmaGenics") (File No. 0-20138).........................
*4.12 -- Form of Genzyme Corporation Convertible Note dated February
28, 1997 issued to Credit Suisse First Boston (Hong Kong)
Ltd. ("CSFB"). Filed as Exhibit 4.14 to Genzyme's Form
10-K/A for 1997.............................................
*4.13 -- 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).....

SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------

*4.14 -- 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)..............................................
*4.15 -- 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).....
*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...............
*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.
("BioSurface") 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...............................................

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*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 herewith.....................
*10.12 -- Agreement of Limited Partnership dated as of September 13,
1989 between Genzyme Development Corporation II ("GDC 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)...................
*10.13 -- Cross License Agreement dated as of September 13, 1989
between Genzyme and Genzyme Development Partners, L.P.
("GDP"). Filed as Exhibit 10(bb) to Genzyme's Registration
Statement on Form S-4 (File No. 33-32343)...................
*10.14 -- Development Agreement dated as of September 13, 1989 between
Genzyme and GDP. Filed as Exhibit 10(cc) to Genzyme's
Registration Statement on Form S-4 (File No. 33-32343)......
*10.15 -- Amendment No. 1 dated January 4, 1994 to Development
Agreement dated as of September 13, 1989 between Genzyme and
GDP. Filed as Exhibit 10.14 to Genzyme's Form 10-K for
1993........................................................
*10.16 -- Partnership Purchase Option Agreement dated as of September
13, 1989 between Genzyme, GDC II, GDP, 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)...............................................
*10.17 -- Partnership Purchase Agreement, undated and unexecuted,
between Genzyme Corporation, GDC II, GDP, each Class A
Limited Partner and the Class B Limited Partner, as the case
may be. Filed as Exhibit 10(ee) to Genzyme's Registration
Statement on Form S-4 (File No. 33-32343)...................
*10.18 -- Amended and Restated Joint Venture Agreement between Genzyme
and GDP. Filed as Exhibit 10.1 to GDP's Form 10-Q for the
quarter ended March 31, 1997 (File No. 0-18554).............
*10.19 -- Tax Indemnification Agreement between Genzyme and GDP. Filed
as Exhibit 10.2 to GDP's Form 10-Q for the quarter ended
March 31, 1997 (File No. 0-18554)...........................
*10.20 -- Marketing and Distribution Agreement between Genzyme and
Genzyme Ventures II. Filed as Exhibit 10.3 to GDP's Form
10-Q for the quarter ended March 31, 1997 (File No.
0-18554)....................................................
*10.21 -- 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.**............
*10.22 -- 1998 Director Stock Option Plan. ...........................
*10.23 -- 1990 Equity Incentive Plan. Filed as Exhibit 99.1 to
Genzyme's Form S-8 dated August 8, 1997 (File No.
333-33249)..................................................

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*10.24 -- 1990 Employee Stock Purchase Plan. Filed as Exhibit 99.1 to
Genzyme's Form S-8 dated August 8, 1997 (File No.
333-33291)..................................................
*10.25 -- 1996 Directors' Deferred Compensation Plan. Filed as Exhibit
99.1 to Genzyme's Form S-8 dated August 8, 1997 (File No.
333-33251)..................................................
*10.26 -- 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.............................
*10.27 -- 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 herewith...................
*10.28 -- 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
herewith....................................................
*10.29 -- 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....
*10.30 -- Consulting Agreement dated December 14, 1998 between Genzyme
and Charles L. Cooney, Ph.D. ...............................
*10.31 -- Consulting Agreement dated December 31, 1998 between Genzyme
and Robert J. Carpenter. ...................................
*10.32 -- Consulting Agreement dated July 1, 1998 between Genzyme and
Henry E. Blair. ............................................
*10.33 -- 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)..............................
*10.34 -- 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)...................................................
*10.35 -- 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)......................
*10.36 -- 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).....................................
*10.37 -- Second Amended and Restated Convertible Debt Agreement dated
as of December 28, 1998 by and between Genzyme and GTC......
*10.38 -- 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)**..................................................
*10.39 -- Purchase Agreement dated as of January 1, 1998 by and
between Genzyme and GTC. Filed as Exhibit 10.52.2 to GTC's
Form 10-K for 1997 (File No. 0-21794)**.....................

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*10.40 -- Collaboration Agreement dated as of January 1, 1997 by and
among Genzyme, GTC and ATIII LLC. Filed as Exhibit 10.52.3
to GTC's Form 10-K for 1997 (File No. 0-21794) and
incorporated herein by reference**..........................
*10.41 -- Common Stock Purchase Agreement between Argus
Pharmaceuticals, Inc. and Genzyme Corporation dated as of
September 10, 1993. Filed as Exhibit A to Schedule 13D filed
by Genzyme on September 20, 1993**..........................
*10.42 -- Agreement and Plan of Reorganization dated as of July 25,
1994, as amended, among Genzyme, Phoenix Acquisition
Corporation and BioSurface. Filed as Annex X to Genzyme's
Registration Statement on Form S-4 (File No. 33-83346)......
*10.43 -- License and Development Agreement between Celtrix
Pharmaceuticals, Inc. ("Celtrix") and Genzyme dated as of
June 24, 1994. Filed as Exhibit 10.42 to Celtrix's Form 10-K
for 1994**..................................................
*10.44 -- Common Stock Purchase Agreement dated as of June 24, 1994
between Celtrix and Genzyme. Filed as Exhibit A to Schedule
13D filed by Genzyme on July 5, 1994........................
*10.45 -- Credit Agreement dated November 14, 1996 among Genzyme and
those of its subsidiaries party thereto, Fleet National
Bank, as Administrative Agent, and The First National Bank
of Boston, as Documentation Agent. Filed as Exhibit 10.39 to
Genzyme's Form 10-K for 1996................................
*10.46 -- First Amendment to Credit Agreement and Consent to
Subordination Terms dated as of March 3, 1997 by and among
Genzyme and those of its subsidiaries party thereto, Fleet
National Bank, as Administrative Agent, The First National
Bank of Boston, as Documentation Agent, and the lenders
identified in the signature pages thereto. Filed as Exhibit
10.49 to Genzyme's Form 10-K/A for 1997.....................
*10.47 -- Second Amendment to Credit Agreement dated as of April 15,
1998 by and among Genzyme and those of its subsidiaries
party thereto, Fleet National Bank, as Administrative Agent,
The First National Bank of Boston, as Documentation Agent,
and the lenders identified in the signature pages thereto.
Filed as Exhibit 10.1 to Genzyme's Form 10-Q for the quarter
ended June 30, 1998.........................................
*10.48 -- Note Purchase Agreement by and between Genzyme and CSFB
dated of February 27, 1997. Filed as Exhibit 10.50 to
Genzyme's Form 10-K/A for 1997..............................
*10.49 -- Collaboration Agreement dated as of June 17, 1997 by and
among Genzyme, GelTex Pharmaceuticals, Inc. ("GelTex") and
RenaGel LLC. Filed as Exhibit 10.18 to GelTex's Form 10-Q
for the quarter ended June 30, 1997 (File No. 0-26872)**....
*10.50 -- 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)**..................................................
*10.51 -- Operating Agreement of RenaGel LLC dated as of June 17, 1997
by and among Genzyme, GelTex and RenaGel, Inc. Filed as
Exhibit 10.20 to GelTex's Form 10-Q for the quarter ended
June 30, 1997 (File No. 0-26872)............................

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*10.52 -- 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....................
*13.1 -- Portions of the 1998 Genzyme General Annual Report
incorporated by reference into Parts I and II of this Form
10-K/A......................................................
*13.2 -- Portions of the 1998 Genzyme Tissue Repair Annual Report
incorporated by reference into Parts I and II of this Form
10-K/A......................................................
*13.3 -- Portions of the 1998 Genzyme Molecular Oncology Annual
Report incorporated by reference into Parts I and II of this
Form 10-K/A.................................................
*21 -- Subsidiaries of the Registrant. ............................
*23.1 -- Consent of PricewaterhouseCoopers LLP.......................
23.2 -- Consent of PricewaterhouseCoopers LLP relating to the
Annual Report of Genzyme Corporation Retirement Savings Plan
on Form 10-K/A. Filed herewith .............................
*27 -- Financial Data Schedule for Genzyme Corporation. ...........
*99.1 -- Management and Accounting Policies Governing the
Relationship of Genzyme Divisions. .........................
99.2 -- Genzyme Retirement Savings Plan financial statements and
supplemental schedules to accompany 1998 Form 5500 Annual
Report of Employee Benefit Plan under the Employee Retirement
Income Security Act of 1974 (the "ERISA of 1974") as of
December 31, 1998 and 1997 and for the year ended December
31, 1998. Filed herewith ...................................

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

** Confidential treatment has been granted for the deleted portions of Exhibits
10.21, 10.38-10.41, 10.43, 10.49 and 10.50.