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GENZYME CORPORATION
ONE KENDALL SQUARE
CAMBRIDGE, MASSACHUSETTS
September 21, 1998
BY EDGAR
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Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Genzyme Corporation
Registration Statement on Form S-3
(Registration No. 333-26003)
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Gentlemen and Ladies:
In accordance with Rule 477 promulgated under the Securities Act of 1933,
as amended, Genzyme Corporation (the "Company") hereby withdraws the
Registration Statement on Form S-3 (Registration No. 333-26003) initially filed
with the Securities and Exchange Commission on April 28, 1997. The Company is
withdrawing the Registration Statement because it does not intend to conduct the
offering of shares of Common Stock contemplated in the Registration Statement
at this time. None of the shares which were to have been registered pursuant
to the Registration Statement have been issued or sold.
If you have any questions with respect to this letter, please call either
Paul M. Kinsella of the law firm of Palmer & Dodge LLP at (617) 573-0513 or me
at (617) 252-7803.
Sincerely,
GENZYME CORPORATION
By: /s/ David J. McLachlan
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David J. McLachlan
Executive Vice President, Finance and
Chief Financial Officer
cc: Jeffrey Riedler, Esq.
David Link, Esq.
Paul M. Kinsella, Esq.
