SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
AMENDMENT NO. 1
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 8 Pages)<PAGE>
CUSIP No. 372917 10 4 13D Page 2 of 8 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
4,431,470
-------------
9 Sole Dispositive Power
0
-----------------
10 Shared Dispositive Power
4,431,470
-----------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,431,470
-------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row (11)
6.17%
-------------
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. IDENTITY 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 4,431,470
shares of Common Stock, which constituted 6.17% 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 4,431,470 shares.
(c) Schedule B describes each of the transactions in 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 17, 1996 By: /S/ Mario Cueni
----------------------------------
Its: Legal Advisor
----------------------------------
By: /S/ Martin Weber
----------------------------------
Its: Legal Advisor
----------------------------------
4<PAGE>
SCHEDULE B
-----------
COMMON STOCK PURCHASED AND SOLD
SINCE AUGUST 28, 1996
Transaction Trade Date Shares Unit Price
SL 8/29/96 300 25.250
SL 8/29/96 1,800 25.000
SL 8/29/96 1,8000 25.000
BY 8/29/96 600 25.750
BY 8/29/96 300 25.250
BY 9/3/96 3,200 23.250
SL 9/4/96 100 23.750
BY 9/5/96 600 23.750
SL 9/6/96 1,100 23.500
BY 9/9/96 400 23.500
SL 9/16/96 600 22.000
BY 9/16/96 700 22.525
BY 9/18/96 200 22.750
BY 9/20/96 3,300 22.875
BY 9/24/96 1,300 22.500
BY 9/25/96 1,200 22.625
BY 9/25/96 1000 22.750
SL 9/26/96 100 25.500
SL 9/27/96 200 25.000
SL 9/30/96 100 25.375
BY 10/2/96 300 24.875
BY 10/8/96 900 23.625
BY 10/9/96 1,300 23.750
BY 10/9/96 200 23.625
SL 10/11/96 200 23.750
BY 10/16/96 4,100 23.625
BY 10/17/96 200 22.750
BY 10/18/96 900 23.125
BY 10/18/96 200 22.875
SL 10/22/96 200 23.375
BY 10/22/96 600 23.500
BY 10/25/96 100 24.500
SL 10/25/96 700 24.500
BY 10/29/96 400 23.375
BY 10/31/96 200 23.750
BY 11/4/96 800 20.875
5<PAGE>
Transaction Trade Date Shares Unit Price
BY 11/5/96 1,100 21.375
BY 11/7/96 1,300 21.000
SL 11/7/96 100 20.625
BY 11/10/96 200 23.875
SL 11/11/96 300 20.875
BY 11/12/96 200 21.000
BY 11/13/96 600 21.000
SL 11/15/96 700 21.250
BY 11/19/96 1,977 20.875
BY 11/22/96 225,000 20.944
BY 11/25/96 1,200 21.250
BY 11/25/96 100,000 21.425
BY 11/26/96 80,000 21.664
BY 11/27/96 3,000 21.875
BY 11/27/96 75,000 22.000
SL 11/27/96 400 22.125
BY 11/29/96 30,000 22.667
BY 11/29/96 3,400 22.625
BY 12/2/96 65,000 22.894
BY 12/3/96 85,000 23.390
BY 12/4/96 800 23.500
BY 12/4/96 102,700 23.396
6<PAGE>
WARRANTS PURCHASED AND SOLD
SINCE AUGUST 28, 1996
Transaction Trade Date Shares Unit Price
SL 9/16/96 4300 10.5000
SL 9/17/96 400 12.6250
SL 9/17/96 500 12.0000
SL 9/17/96 500 12.2500
SL 9/17/96 1000 12.7500
BY 9/26/96 1000 15.0000
BY 9/27/96 3000 14.0000
BY 9/30/96 600 15.0000
BY 9/30/96 1000 14.8750
BY 9/30/96 4500 15.1250
SL 10/2/96 6000 14.1675
SL 10/18/96 300 11.5000
SL 10/18/96 1000 11.2500
BY 10/22/96 1000 10.6250
BY 10/22/96 1000 10.7500
BY 10/24/96 300 12.2500
BY 10/24/96 500 12.0000
BY 10/24/96 500 12.1250
BY 10/24/96 6500 11.8460
BY 11/7/96 500 5.7500
BY 11/12/96 1000 4.2500
SL 11/19/96 1300 5.8750
BY 11/22/96 500 5.5000
BY 11/22/96 500 6.2500
BY 11/22/96 500 7.0000
BY 11/22/96 1000 6.7500
BY 11/22/96 2500 6.5000
7<PAGE>
Transaction Trade Date Shares Unit Price
BY 11/25/96 3000 5.2500
BY 11/27/96 4200 7.0625
BY 12/2/96 15300 8.4530
BY 12/5/96 1000 11.6250
BY 12/5/96 3000 10.9800
BY 12/5/96 3300 9.8780
BY 12/5/96 3800 11.6250
BY 12/5/96 8000 10.1230
BY 12/6/96 1000 10.7500
BY 12/9/96 500 12.2500
BY 12/9/96 500 12.5000
BY 12/9/96 500 12.7500
BY 12/9/96 2500 11.4580
BY 12/9/96 2500 11.5830
BY 12/9/96 7000 13.5625
BY 12/9/96 9000 12.9580
BY: Purchase
SL: Sale
SI: Transfer from Client
SP: Received in Stock Split
8<PAGE>