<PAGE> 1
Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
To Prospectus Dated September 18, 1998 Registration No. 333-59513
GENZYME
$250,000,000 Principal Amount of 5 1/4% Convertible Subordinated Notes Due 2005
6,313,131 Shares of Genzyme General Division Common Stock
Genzyme previously issued $250,000,000 principal amount of 5 1/4%
convertible subordinated notes due 2005. Holders of these notes can convert
principal into shares of Genzyme General Division Common Stock. This prospectus
supplement relates to sales of these notes and such shares.
A copy of the prospectus dated September 18, 1998 should be delivered to
you together with this prospectus supplement. In deciding whether to invest, you
should carefully review the information in the prospectus and this prospectus
supplement.
___________________________
INVESTING IN THE 5 1/4% CONVERTIBLE SUBORDINATED NOTES AND SHARES OF
GENZYME GENERAL DIVISION COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY READ AND CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE
PROSPECTUS.
___________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 26, 1999.
Genzyme Corporation - One Kendall Square, Cambridge, Massachusetts 02139 -
(617) 252-7500
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SELLING SECURITYHOLDERS
The information in the following table is presented as of January 25, 1999
and supersedes in part the information in the table appearing under the heading
"Selling Securityholders" in the prospectus:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT NUMBER OF SHARES
OF NOTES OF GGD STOCK+ NUMBER OF SHARES OF
BENEFICIALLY PERCENTAGE OF BENEFICIALLY GGD STOCK+ ISSUABLE
OWNED THAT NOTES OWNED PRIOR TO UPON CONVERSION OF THE
NAME MAY BE SOLD OUTSTANDING OFFERING NOTES THAT MAY BE SOLD(1)
---- ---------------- ------------- ---------------- -------------------------
<S> <C> <C> <C> <C>
Goldman, Sachs & Co...... 450,000 * 0 11,363
Lombard Odier & Cie...... 100,000 * 0 2,525
Warburg Dillon Read LLC.. 250,000 * 0 6,313
</TABLE>
______________
+ Genzyme General Division Common Stock.
* Less than 1%.
(1) Assumes conversion of the full amount of notes held by such holder at the
initial rate of 25.2525 shares of Genzyme General Division Common Stock per
$1,000 in principal amount of the notes. The conversion rate and the number
of shares of Genzyme General Division Common Stock issuable upon conversion
of the notes may be adjusted under certain circumstances. See "DESCRIPTION
OF NOTES -- Conversion Rights" beginning on page 16 of the prospectus.
Accordingly, the number of shares of Genzyme General Division Common Stock
issuable upon conversion of the notes may increase or decrease from time to
time. Under the terms of Genzyme's Indenture dated May 22, 1998, fractional
shares will not be issued upon conversion of the notes; cash will be paid
instead of fractional shares, if any.
2
