SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
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 31, 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 7 Pages)<PAGE>
CUSIP No. 372917 10 4 13D Page 2 of 7 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
2,256,150
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9 Sole Dispositive Power
0
-----------------
10 Shared Dispositive Power
2,256,150
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,256,150
-----------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row (11)
3.14%
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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 31, 1996:
(a) SBC was the beneficial owner of an aggregate of 2,256,150
shares of Common Stock, which constituted 3.14% 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 2,256,150 shares.
(c) Schedule B describes each of the transactions in Common
Stock, and in warrants and options to purchase Common Stock,
that (i) were effected since December 9, 1996, and (ii) had
the net effect of reducing SBC s beneficial ownership of
Common Stock to less than 5.0% of the outstanding shares
thereof at December 31, 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
January 10, 1997 By: /s/ Mario Cueni
---------------------------------
Its: Legal Advisor
---------------------------------
By: /s/ Roberto Battegay
----------------------------------
Its: Legal Advisor
---------------------------------
4<PAGE>
SCHEDULE B
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COMMON STOCK PURCHASED AND SOLD
SINCE DECEMBER 9, 1996
Transaction Trade Date Shares Unit Price
SL 12/09/96 25,000 25.375
SL 12/09/96 25,000 25.375
BY 12/10/96 33,000 25.75
BY 12/11/96 800 24.75
SL 12/13/96 1,700 24.00
BY 12/13/96 300 24.00
BY 12/16/96 16,200 24.00
BY 12/16/96 1,700 23.50
BY 12/16/96 1,700 23.50
BY 12/16/96 1,700 23.50
BY 12/16/96 1,900 23.50
SL 12/18/96 7,000 23.50
SL 12/19/96 400 24.50
SL 12/19/96 300 24.50
BY 12/19/96 5,000 24.75
BY 12/19/96 5,100 24.75
BY 12/19/96 5,000 24.75
BY 12/19/96 4,900 24.75
SL 12/19/96 300 24.50
BY 12/20/96 700 25.375
SL 12/20/96 3,900 25.375
BY 12/20/96 6,500 25.50
BY 12/20/96 4,900 25.50
BY 12/20/96 4,800 25.50
BY 12/20/96 4,900 25.50
BY 12/20/96 4,800 25.50
SL 12/20/96 36,200 25.25
BY 12/20/96 20,000 25.25
SL 12/23/96 700 23.00
BY 12/27/96 11,500 22.375
BY 12/31/96 2,200 22.00
5<PAGE>
WARRANTS PURCHASED, SOLD AND EXERCISED
SINCE DECEMBER 9, 1996
Transaction Trade Date Shares Unit Price
BY 12/10/96 300 13.75
BY 12/10/96 500 14.5625
BY 12/10/96 10,000 14.25
BY 12/11/96 500 12.3125
BY 12/12/96 1,100 12.50
BY 12/18/96 2,000 11.00
BY 12/18/96 3,000 11.50
BY 12/18/96 2,000 11.625
BY 12/19/96 1,000 11.75
BY 12/19/96 3,000 12.00
SL 12/19/96 2,000 12.00
BY 12/19/96 1,500 12.125
BY 12/19/96 2,000 12.25
BY 12/19/96 2,400 12.00
SL 12/30/96 1,000 6.00
EXE* 12/31/96 1,186,160 6.695
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* Indicates the exercise of a warrant to purchase 1,186,160 shares
at an exercise price of $6.695 per share, which was then offset
against a short stock position.
6<PAGE>
OPTIONS TO PURCHASE COMMON STOCK EXPIRING
SINCE DECEMBER 9, 1996
Transaction Trade Date Options Unit Price
EXP* 12/21/96 1,000 --
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* Indicates the expiration of 1,000 unexercised options to purchase
Common Stock.
BY: Purchase
SL: Sale
SI: Transfer from Client
SP: Received in Stock Split
EXE: Exercise of a Right to Purchase
EXP: Expiration of a Right to Purchase
7<PAGE>
