GENZYME CORP, 10-K/A, 1999-06-30

GENZYME CORP
10-K/A, 1999-06-30
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)

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<PAGE> 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.

<PAGE> 2

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.

<PAGE> 3

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:

<TABLE>
<CAPTION>
PAGE*
-----
<S> <C>
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
</TABLE>

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

* 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:

<TABLE>
<CAPTION>
PAGE*
-----
<S> <C>
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
</TABLE>

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

* 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.

<PAGE> 4

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

<TABLE>
<CAPTION>
PAGE*
-----
<S> <C>
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
</TABLE>

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

* 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:

<TABLE>
<CAPTION>
PAGE*
-----
<S> <C>
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
</TABLE>

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.

<PAGE> 5

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.

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C> <C>
*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)
</TABLE>

<PAGE> 6

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C> <C>
*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
</TABLE>

<PAGE> 7

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C> <C>
*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
</TABLE>

<PAGE> 8

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C> <C>
*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**
</TABLE>

<PAGE> 9

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C> <C>
*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.
</TABLE>

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

* 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.

<PAGE> 10

** 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.

<PAGE> 11

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

<PAGE> 12

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<S> <C> <C> <C>
*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).....
</TABLE>
<PAGE> 13

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<S> <C> <C> <C>
*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...............................................
</TABLE>
<PAGE> 14

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<S> <C> <C> <C>
*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)..................................................
</TABLE>
<PAGE> 15

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<S> <C> <C> <C>
*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)**.....................
</TABLE>
<PAGE> 16

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<S> <C> <C> <C>
*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)............................
</TABLE>
<PAGE> 17

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
- ------- ----------- ------------
<S> <C> <C> <C>
*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 ...................................

</TABLE>

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

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

<PAGE> 1

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the registration
statement of Genzyme Corporation on Form S-8 (File No. 33-21241) of our report,
dated June 16, 1999 relating to the financial statements and supplemental
schedules of the Genzyme Corporation Retirement Savings Plan, which appears in
this Annual Report on Form 10-K/A.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
June 30, 1999

<PAGE> 1

EXHIBIT 99.2

GENZYME RETIREMENT SAVINGS PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
TO ACCOMPANY 1998 FORM 5500
ANNUAL REPORT OF EMPLOYEE BENEFIT PLAN
UNDER ERISA OF 1974

AS OF DECEMBER 31, 1998 AND 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<PAGE> 2

GENZYME RETIREMENT SAVINGS PLAN

FINANCIAL STATEMENTS

PAGE(S)

Report of Independent Accountants 2

Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 1998 and 1997 3

Statement of Changes in Net Assets Available for Plan
Benefits, with Fund Information for the Year Ended
December 31, 1998 (with comparative totals for the
year ended December 31, 1997) 4

Notes to Financial Statements 6

Supplemental Schedules:
Line 27(a) - Schedule of Assets Held for Investment
Purposes, December 31, 1998 11

Line 27(d) - Schedule of Reportable Transactions for
the Year Ended December 31, 1998 12

Certain supplemental schedules required by the regulations of the ERISA of 1974
have been omitted for the reason that they are not applicable.

1
<PAGE> 3

REPORT OF INDEPENDENT ACCOUNTANTS

Report of Independent Accountants

To the Retirement Savings Plan Committee of the
Genzyme Retirement Savings Plan:

In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Genzyme Retirement Savings Plan at December 31, 1998 and
1997, and the changes in net assets available for plan benefits, with fund
information for the year ended December 31, 1998, in conformity with generally
accepted accounting principles. We previously audited and reported on the
statement of changes in net assets available for plan benefits, with fund
information for the year ended December 31, 1997, which condensed statement is
presented for comparative purposes. These financial statements are the
responsibility of the plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
index on page 1 are presented for purposes of additional analysis and are not a
required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statement of changes in net assets available
for plan benefits is presented for purposes of additional analysis rather than
to present the changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information are the responsibility of the
Plan's Management. These supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

The Plan has not presented the schedule of single reportable transactions.
Disclosure of this information is required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income and Security Act of 1974.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
June 16, 1999

2
<PAGE> 4

GENZYME RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

DECEMBER 31,
--------------------------

ASSETS 1998 1997

Investments at fair value (Notes A and B):
Fidelity Puritan Fund $17,004,534 $13,253,730
CIGNA Stock Market Index Fund 24,442,820 17,232,517
Putnam Voyager Fund 2,847,365 593,527
PBHG Growth Fund 9,586,163 8,371,729
Templeton Foreign Fund 838,880 453,648
Genzyme General Division Stock Fund 10,649,046 5,302,373
Genzyme Tissue Repair Division Stock Fund 190,038 318,308
Participant Loan Fund 1,608,827 1,655,501
----------- -----------

Total investments at fair value 67,167,673 47,181,333

Investments at contract value (Notes A and B):
CIGNA Guaranteed Income Fund 1,875,662 270,473
CIGNA Guaranteed Securities Separate Account 6,204,881 5,648,078
----------- -----------

Total investments at contract value 8,080,543 5,918,551
----------- -----------

Total investments 75,248,216 53,099,884

Cash and cash equivalents 4,118 1,115

Receivables:
Employee contribution 283,874 337,504
Employer contribution 41,307 47,422
Accrued interest 563 4,308
----------- -----------

Total receivables 325,744 389,234
----------- -----------

Total assets 75,578,078 53,490,233
----------- -----------

Net assets available for plan benefits (Note D) $75,578,078 $53,490,233
=========== ===========

The accompanying notes are an integral part of these financial statements.

3
<PAGE> 5

GENZYME RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION

for the year ended December 31, 1998
(with comparative totals for the year ended December 31, 1997)

Fund Information
----------------------------------------------------------------------------------------

CIGNA CIGNA CIGNA
Guaranteed Guaranteed Fidelity Stock Market Putnam PBHG
Securities Income Puritan Index Voyager Growth
Separate Fund Fund Fund Fund Fund Fund
------------- ------------ ------------ ------------ ------------ ------------

Additions:
<S> <C> <C> <C> <C> <C> <C>
Employee contributions $ 641,635 $ 243,249 $ 2,071,141 $ 2,721,677 $ 559,158 $ 1,930,472
Employer contributions 611,053 35,752 254,605 347,162 71,220 245,471
Rollovers 217,932 118,432 277,765 319,009 475,384 122,794
Additions from merged plans
(Note A) -- -- -- -- -- --
Investment income 325,821 70,162 -- -- 186,103 --
Net appreciation (depreciation)
in market value of investments -- -- 2,322,280 5,175,663 202,663 160,596
------------ ------------ ------------ ------------ ------------ ------------

Total additions 1,796,441 467,595 4,925,791 8,563,511 1,494,528 2,459,333

Deductions:
Benefit payments and withdrawals (554,589) (159,210) (906,393) (1,550,765) (92,896) (724,667)
Participant expenses (4,295) (296) (3,380) (3,905) (79) (675)
------------ ------------ ------------ ------------ ------------ ------------

Total deductions (558,884) (159,506) (909,773) (1,554,670) (92,975) (725,342)
------------ ------------ ------------ ------------ ------------ ------------

Net increase (decrease) prior to
interfund transfers 1,237,557 308,089 4,016,018 7,008,841 1,401,553 1,733,991
Interfund transfers (691,363) 1,304,546 (282,879) 183,414 864,899 (544,908)
------------ ------------ ------------ ------------ ------------ ------------

Net increase (decrease) 546,194 1,612,635 3,733,139 7,192,255 2,266,452 1,189,083

Net assets available for plan benefits
at beginning of year 5,679,908 276,167 13,343,121 17,346,912 606,858 8,457,666
------------ ------------ ------------ ------------ ------------ ------------

Net assets available for plan benefits
at end of year $ 6,226,102 $ 1,888,802 $ 17,076,260 $ 24,539,167 $ 2,873,310 $ 9,646,749
============ ============ ============ ============ ============ ============

</TABLE>

The accompanying notes are an integral part of these financial statements.

4
<PAGE> 6

GENZYME RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION

for the year ended December 31, 1998
(with comparative totals for the year ended December 31, 1997)

Fund Information
---------------------------------------------------------------------------------------
Genzyme Genzyme
Templeton General Tissue Repair Participant
Foreign Division Division Loan TOTALS
Fund Stock Fund Stock Fund Fund 1998 1997
------------ ------------ ------------ ------------ ------------ ------------

Additions:
<S> <C> <C> <C> <C> <C> <C>
Employee contributions $ 290,962 $ 670,860 $ 584 $ -- $ 9,129,738 $ 8,405,618
Employer contributions 41,846 1,169,209 213,518 -- 2,989,836 1,087,311
Rollovers 58,452 191,584 -- -- 1,781,352 887,766
Additions from merged plans
(Note A) -- -- -- -- -- 2,904,060
Investment income -- -- -- 129,702 711,788 1,260,262
Net appreciation (depreciation)
in market value of investments (33,447) 4,621,046 (331,835) -- 12,116,966 6,785,441
------------ ------------ ------------ ------------ ------------ ------------

Total additions 357,813 6,652,699 (117,733) 129,702 26,729,680 21,330,458

Deductions:
Benefit payments and withdrawals (25,846) (436,627) (20,699) (150,860) (4,622,552) (4,487,758)
Participant expenses (33) (3,630) (2,990) -- (19,283) (9,511)
------------ ------------ ------------ ------------ ------------ ------------

Total deductions (25,879) (440,257) (23,689) (150,860) (4,641,835) (4,497,269)
------------ ------------ ------------ ------------ ------------ ------------

Net increase (decrease) prior to
interfund transfers 331,934 6,212,442 (141,422) (21,158) 22,087,845 16,833,189
Interfund transfers 56,179 (871,115) 11,855 (30,628) -- --
------------ ------------ ------------ ------------ ------------ ------------

Net increase (decrease) 388,113 5,341,327 (129,567) (51,786) 22,087,845 16,833,189

Net assets available for plan benefits
at beginning of year 462,447 5,334,133 323,596 1,659,425 53,490,233 36,657,044
------------ ------------ ------------ ------------ ------------ ------------

Net assets available for plan benefits
at end of year $ 850,560 $ 10,675,460 $ 194,029 $ 1,607,639 $ 75,578,078 $ 53,490,233
============ ============ ============ ============ ============ ============

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE> 7

GENZYME RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

A. PLAN DESCRIPTION:
-----------------

The following description of the Genzyme Retirement Savings Plan (the
"Plan"), formerly the Genzyme Corporation Retirement Savings Plan, provides
only general information. Participants should refer to the Summary Plan
Description for a more complete description of the Plan's provisions.

GENERAL
The Plan, a defined contribution plan pursuant to the authorization of
the Genzyme Corporation Board of Directors (the "Genzyme Board"), was
established effective January 1, 1988 to provide a long-range program of
systematic savings for eligible employees ("Participants"). Employees of
all Genzyme Corporation's ("Genzyme" or the "Company") wholly-owned
United States subsidiaries are eligible to participate in the Plan, with
the exception of employees of the former Deknatel Snowden Pencer, Inc.
("DSP"), an entity acquired by Genzyme during 1996, which has its own
retirement savings plan that is still active. Pursuant to Plan
amendments with effective dates of April 1, 1997 and July 1, 1997, the
Plan merged with the Genetrix, Inc. Salary Savings Plan and the
PharmaGenics, Inc. 401(k) Plan, respectively. As of December 31, 1998,
all consolidated subsidiaries of Genzyme were 100% owned by the
Company therefore making the Plan a plan for a controlled group of
corporations. Employees who are 21 years of age or older become eligible
to participate on their first day of employment. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
("ERISA of 1974"). The Plan Administrator is the Retirement Savings Plan
Committee of the Genzyme Board (the "Committee").

INVESTMENT OPTIONS
CIGNA, the Plan trustee, has made the following investment options
available to Participants: the Genzyme General Division Stock Fund, the
Genzyme Tissue Repair Division Stock Fund, the Fidelity Puritan Fund,
the CIGNA Guaranteed Income Fund, the CIGNA Guaranteed Securities
Separate Account, the CIGNA Stock Market Index Fund, the Putnam Voyager
Fund, the PBHG Growth Fund and the Templeton Foreign Fund. The Fidelity
Puritan Fund changed from a mutual fund to a pooled separate account as a
result of the change in the Plan trustee in 1997. The following
investment options were made available during 1998:

The Fidelity Puritan Fund's investment objective emphasizes income and
stability through investing in both stocks and bonds.

The CIGNA Stock Market Index Fund invests primarily in large blue chip
companies comprising the Standard & Poor's 500 index. The CIGNA Stock
Market Index Fund's investment principle is to provide long-term growth
of capital and income. The CIGNA Stock Market Index Fund was made
available to Participants as an investment option upon transfer of the
assets from the Fidelity Magellan Fund.

The Putnam Voyager Fund's investment objective is to provide capital
appreciation through investing in stocks of companies with growth
potential.

The PBHG Growth Fund's investment objective is to provide capital
appreciation through investing in small capitalization companies.

6
<PAGE> 8

GENZYME RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

A. PLAN DESCRIPTION (CONTINUED):
-----------------------------

The Templeton Foreign Fund offers Participants an investment instrument
with the objective of providing long-term capital growth through a
combination of investing in stocks and debt obligations of companies and
governments outside the United States.

The Genzyme General Division Stock Fund (the "Genzyme General Stock
Fund") is currently invested solely in shares of Genzyme General Division
Common Stock ("GGD Stock"). Amounts contributed to the Genzyme General
Stock Fund may be invested in other short-term investments pending the
purchase of GGD Stock.

The Genzyme Tissue Repair Division Stock Fund (the "GTR Stock Fund") is
currently invested solely in shares of Genzyme Tissue Repair Division
Common Stock ("GTR Stock"). This fund is available as an investment
option of the company match only. Amounts contributed to the GTR Stock
Fund may be invested in other short-term investments pending the purchase
of GTR Stock.

The CIGNA Guaranteed Income Fund offers Participant's a fixed income fund
to provide yield returns relative to comparable guaranteed fixed income
investment funds. CIGNA maintains the contributions in a pooled account.
The contract is included in the financial statements at contract value,
which represents contributions made under the contract, plus credited
interest, less withdrawals and administrative expenses because it is
fully benefit responsive. The average yield and crediting interest rate
is based on an agreed-upon formula with the issuer but cannot be less
than zero. The average yield and crediting interest rates were
approximately 6.25% during 1998.

The CIGNA Guaranteed Securities Separate Account offers participants a
fixed income fund composed primarily of publicly traded investment-grade,
intermediate-term securities. Principal and interest are guaranteed by
CIGNA's Connecticut General Life Insurance Company. CIGNA maintains the
contributions in a pooled account. The contract is included in the
financial statements at contract value, which represents contributions
made under the contract, plus credited interest, less withdrawals and
administrative expenses because it is fully benefit responsive. The
average yield and crediting interest rates were approximately 5.05%
during 1998. The crediting interest rate is based on an agreed-upon
formula with the issuer but cannot be less than zero.

The Plan is invested in The New England Guaranteed Investment Contract
which provides Participants with a guaranteed return on their assets. As
of December 31, 1998, The New England Guaranteed Investment Contract was
included in the CIGNA Guaranteed Securities Separate Account and had a
contract value of $174,374. The average yield and crediting interest
rates were approximately 5.55% during 1998.

The CIGNA Guaranteed Securities Separate Account, Fidelity Puritan Fund,
CIGNA Stock Market Index Fund, PBHG Growth Fund, and Genzyme General
Division Stock Fund are each greater than 5% of the Plan's net assets.

7
<PAGE> 9

GENZYME RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

A. PLAN DESCRIPTION (CONTINUED):
-----------------------------

EMPLOYEE CONTRIBUTIONS
The Plan is a defined contribution plan. Eligible employees may elect,
through salary reduction agreements, to have up to 18% or a maximum or
$10,000 of their compensation contributed on a pre-tax basis to the Plan
each year on their behalf. A Participant's salary reduction contribution
for a plan year may be further limited by the administration rules of the
Internal Revenue Code of 1986, as amended (the "Code") if the Participant
is considered to be a highly-compensated employee within the meaning of
the Code.

EMPLOYER CONTRIBUTIONS
Genzyme makes contributions to the Plan on behalf of a Participant
bi-weekly in an amount equal to at least 25% of the Participant's
contribution through salary reductions; however, employer matching
contributions will not be made for contributions that exceed, in the
aggregate, 5% of the Participant's annual compensation. Genzyme's
contributions amounted to $1,347,058 and $1,087,311 for the years ended
December 31, 1998 and 1997, respectively.

Pursuant to a Plan amendment, effective January 1, 1997, Genzyme makes
contributions to the Plan under a profit sharing program and a stock
ownership program. For the profit sharing plan, Genzyme will contribute
up to 0.75% of all employees' eligible compensation in either cash or
stock. For contributions made into the stock ownership plan, Genzyme will
contribute Genzyme General Division Common Stock equivalent to 1% of all
employees' eligible compensation into the plan. During 1998, Genzyme
contributed $1,642,778 to the Plan under the profit sharing and stock
ownership programs. No contributions were made to the Plan under these
programs during 1997.

Participants may invest their contributions in any fund or funds in
increments determined at their own discretion. Employer contributions are
invested as directed by the Participants. If a Participant does not
provide direction with respect to the investment of the Participant's
contribution, all contributions will automatically be invested in the
CIGNA Guaranteed Income Fund.

VESTING
Participants have a 100% non-forfeitable interest in both employee and
employer contributions at all times. Upon termination of employment or
total and permanent disability, a Participant, or a Participant's
beneficiary in the case of a Participant's death, is entitled to receive
the full amount in the Participant's account.

BENEFITS
Distributions upon retirement at age 59 1/2 or later, death, or
termination are made in a lump-sum payment.

Changes in withholding percentages are permitted as of the last day of
each quarter of the Plan year. Reallocation of account balances among
investment funds can be requested and processed on a daily basis.
Contributions may be withdrawn from the Plan only upon a demonstration of
hardship, as defined, unless the Participant requesting such withdrawal
has attained the age of 59 1/2. New employees with funds held under a
previous employer's qualified plan are permitted to invest such funds
into the Plan. These investments are classified as "rollovers".

LOANS
Participants may obtain a loan from the Plan collateralized by the
Participant's vested interest in the Plan. No loan may exceed the lesser
of one half of the vested interest of a Participant, or $50,000; and must
be at least $1,000. A Participant may not obtain a loan unless the Plan
Administrator approves the transaction. All loans bear interest
determined by the Plan Administrator at the time of the loan. At December
31, 1998, all loans bear interest rates between 6% and 9% and mature
through May 2017. A written repayment schedule specifies the date and
payment amount necessary to amortize the loan.

8
<PAGE> 10

GENZYME RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------

BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting.

CASH EQUIVALENTS
The Plan considers cash equivalents to be short-term, highly liquid
investments, with initial maturities of less than three months.

INVESTMENT VALUATION AND INCOME RECOGNITION
Investments in the PBHG Growth Fund, CIGNA Stock Market Index Fund,
Fidelity Puritan Fund, Putnam Voyager Fund, Templeton Foreign Fund,
Genzyme General Division Stock Fund and Genzyme Tissue Repair Stock Fund
are stated at fair value, based upon quoted market prices in an active
market on the last business day of the Plan year. The CIGNA Guaranteed
Securities Separate Account and the CIGNA Guaranteed Income Fund are
valued at contract value which approximates fair value. Participant loans
are valued at cost plus accrued interest which approximates market value.

The Plan presents in the Statement of Changes in Net Assets Available for
Plan Benefits the net appreciation (depreciation) in the fair value of
its investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments. Security
transactions are accounted for on the trade date. Gain or loss on sales
of investments is based on average cost.

INVESTMENT INCOME
Dividend and interest income is recorded as earned on the accrual basis.

CONTRIBUTIONS AND BENEFIT PAYMENTS
Employee contributions and matching employer contributions are recorded
in the period the payroll deductions are made. Benefits are recorded when
paid.

USE OF ESTIMATES
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles requires the Plan Administrator
to make significant estimates and assumptions that affect the reported
amounts of net assets available for benefits at the date of the financial
statements and the changes in net assets available for plan benefits
during the reporting period and, when applicable, disclosures of
contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.

RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market, and credit risks. Due to the level
of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect
Participant's account balances and the amounts reported in the Statements
of Net Assets Available for Plan Benefits.

C. QUALIFICATION UNDER THE INTERNAL REVENUE CODE:
----------------------------------------------

The Internal Revenue Service has determined and informed the Company by a
letter dated May 25, 1995, that the Plan and related trust are designed
in accordance with applicable sections of the Code. The Plan has been
amended since receiving the determination letter. However, the Plan
Administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the Code.

9
<PAGE> 11

GENZYME RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

D. AMENDMENT OR TERMINATION:
-------------------------

Genzyme intends to continue the Plan indefinitely but reserves the right
to terminate it at any time or amend it in any manner advisable. No
amendment may adversely affect the nonforfeitable interests of
Participants in their accounts or permit the use or diversion of any part
of the Plan other than for the exclusive benefit of the Participants or
their beneficiaries (subject to Plan provisions permitting payment of
fees and expenses). No merger, consolidation, or transfers of assets or
liabilities of the Plan may reduce the Participant's interest accrued to
the date of the merger, consolidation, or transfer. If Genzyme
discontinues its contributions or if the Plan is fully or partially
terminated, the affected Participant's rights to benefits will remain
fully vested.

E. RELATED PARTY:
--------------

Certain plan investments are shares of funds managed by CIGNA. CIGNA is
the trustee as defined by the Plan and, therefore, these transactions
qualify as party-in-interest. Fees paid by the Plan for the investment
management services amounted to approximately $8,000 for the year ended
December 31, 1998. The Plan also paid fees to CIGNA of approximately
$11,000 for administrative services.

F. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
---------------------------------------------------

The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:

December 31,
1998 1997
---- ----

Net assets available for benefits per the
financial statements $75,578,078 $53,490,233
Amounts payable to withdrawing
participants (109,028) --
----------- -----------

Net assets available for benefits per the
Form 5500 $75,469,050 $53,490,233
=========== ===========

The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:

Year ended
December 31, 1998
-----------------

Benefits paid to participants per the
financial statements $4,622,552
Add: Amounts allocated to withdrawing participants
at December 31, 1998 109,028
----------
Benefits paid to participants per the Form 5500 $4,731,580
==========

Amounts allocated to withdrawing participants are recorded on Form 5500
for benefit claims that have been processed and approved for payment
prior to December 31 but not yet paid as of that date.

10
<PAGE> 12

GENZYME RETIREMENT SAVINGS PLAN

LINE 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

December 31, 1998

<TABLE>
<CAPTION>
FAIR OR
HISTORICAL CONTRACT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT SHARES COST VALUE
----------------- ------------------------- ------ ---- -----

<S> <C> <C> <C> <C>
*CIGNA Guaranteed Income Fund 66,304 $ 1,875,662 $ 1,875,662

*CIGNA Fidelity Puritan 540,981 13,612,700 17,004,534

*CIGNA Stock Market Index 374,539 17,504,881 24,442,820

Putnam Voyager Fund 129,819 2,453,204 2,847,365

*CIGNA PBHG Growth 375,339 8,811,723 9,586,163

*CIGNA Templeton Foreign 76,346 836,697 838,880

* Genzyme General Division Common Stock 214,051 5,268,684 10,649,046

* Genzyme Tissue Repair Division Common Stock 84,461 749,965 190,038

The New England Guaranteed Investment
Contract -- 174,374 174,374

*CIGNA Guaranteed Securities
Separate Account 225,040 6,030,507 6,030,507

* Participant Loan Fund Loans with interest rates
between 6% and 9%
maturing through May 2017 1,608,827 1,608,827
----------- -----------

$58,927,224 $75,248,216
=========== ===========

* Denotes party-in-interest.

</TABLE>

11
<PAGE> 13

GENZYME RETIREMENT SAVINGS PLAN

LINE 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS

for the year ended December 31, 1998

Historical Current Value Number of
Purchase Selling Cost of at Date of Gain Transactions
Description of Assets Price Price Assets Transaction (Loss) in the Series

Series of transactions in excess of 5% of the current value of plan assets at the beginning of the plan year:

CIGNA Guaranteed Securities
<S> <C> <C> <C> <C> <C> <C>
Separate Fund $2,055,206 N/A $2,055,206 $2,055,206 -- 94

CIGNA Guaranteed Securities
Separate Fund N/A 1,682,835 1,682,835 1,682,835 -- 175

Fidelity Puritan Pooled
Separate Account 3,270,414 N/A 3,270,414 3,270,414 -- 144

Fidelity Puritan Pooled
Separate Account N/A 1,857,055 1,597,113 1,857,055 259,942 184

CIGNA Stock Market Index Fund 5,007,486 N/A 5,007,486 5,007,486 -- 181

CIGNA Stock Market Index Fund N/A 2,967,750 2,368,968 2,967,750 598,782 193

PBHG Growth Fund 2,860,355 N/A 2,860,355 2,860,355 -- 133

PBGH Growth Fund N/A 1,793,688 1,739,476 1,793,688 54,212 188

Templeton Foreign Fund 2,826,964 N/A 2,826,964 2,826,964 -- 153

Templeton Foreign Fund N/A 2,409,809 2,451,590 2,409,809 (41,781) 113

CIGNA Guaranteed Income Fund 4,817,886 N/A 4,817,886 4,817,886 -- 182

CIGNA Guaranteed Income Fund N/A 3,282,859 3,282,859 3,282,859 -- 113

Genzyme General Division Stock Fund 2,401,296 N/A 2,401,296 2,401,296 -- 110

Genzyme General Division Stock Fund N/A 1,561,587 1,153,988 1,561,587 407,599 175

</TABLE>