SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
AMENDMENT NO. 2
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Genzyme Corporation
(Name of Issuer)
Common Stock
(Title of class of securities)
372917 10 4
(CUSIP number)
Marc L. Berman
Swiss Bank Corporation
141 West Jackson Blvd.
Chicago, Illinois 60604
(312) 554-5377
(Name, address and telephone number of persons
authorized to receive notices and communications)
December 9, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ].
(continued on following pages)
(Page 1 of 5 Pages)<PAGE>
CUSIP No. 372917 10 4 13D Page 2 of 5 Pages
1 Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Swiss Bank Corporation (13-5424347)
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Swiss banking corporation
Number of Shares Beneficially Owned by each Reporting Person
with
7 Sole Voting Power
0
-----------------------
8 Shared Voting Power
4,531,470
-------------
9 Sole Dispositive Power
0
-----------------
10 Shared Dispositive Power
4,531,470
-------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,531,470
-------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row (11)
6.31%
-------------
14 Type of Reporting Person
BK<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock (the "Common
Stock") of Genzyme Corporation, a Massachusetts corporation
("Genzyme"). The address of Genzyme s principal executive offices is
One Kendall Square, Cambridge, Massachusetts 02139.
ITEM 2. IDENTIFY AND BACKGROUND.
This Schedule 13D is filed by:
Swiss Bank Corporation ( SBC )
Aeschemplatz CH-4002
Basel
Switzerland
Only the items and portions of items that have changed materially
since the filing by SBC of its original Schedule 13D with respect to
the Common Stock are being amended hereby.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of December 11, 1996:
(a) SBC was the beneficial owner of an aggregate of 4,531,470
shares of Common Stock, which constituted 6.31% of the
outstanding shares of Common Stock based upon the most
recent publicly available information regarding Genzyme.
(b) SBC had shared power to vote (or to direct the vote) and
shared power to dispose (or direct the disposition) of an
aggregate of 4,531,470 shares.
(c) Schedule B describes each of the transactions in options
to purchase Common Stock that were affected since August
28, 1996. All transactions in Common Stock occurred on the
NASDAQ National Market System, Chicago Stock Exchange,
Instinet and/or directly with buying and selling brokers.
3<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
SWISS BANK CORPORATION
December 19, 1996 By: /S/ Mario Cueni
--------------------------------
Its: Legal Advisor
--------------------------------
By: /S/ Martin Weber
---------------------------------
Its: Legal Advisor
--------------------------------
4<PAGE>
SCHEDULE B
OPTIONS TO PURCHASE COMMON STOCK
PURCHASED AND SOLD SINCE AUGUST 28, 1996
Transaction Trade Date Options Unit Price
BY 10/29/96 1,000 0.1875
BY:
Purchase
5<PAGE>
