GENZYME DEVELOPMENT PARTNERS L P
15-12G, 2001-01-17
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                        Commission File Number             0-18554
                                              ----------------------------------

                       Genzyme Development Partners, L.P.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

     One Kendall Square, Cambridge, Massachusetts 02139-1562, (617) 252-7500
--------------------------------------------------------------------------------
   (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                      Class A Limited Partnership Interests
--------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                      None
--------------------------------------------------------------------------------
   (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

                  Rule   12g-4(a)(1)(i)   /X/    Rule   12h-3(b)(1)(i)   / /
                  Rule   12g-4(a)(1)(ii)  / /    Rule   12h-3(b)(1)(ii)  / /
                  Rule   12g-4(a)(2)(i)   / /    Rule   12h-3(b)(2)(i)   / /
                  Rule   12g-4(a)(2)(ii)  / /    Rule   12h-3(b)(2)(ii)  / /
                                                 Rule   15d-6            / /

         Approximate number of holders of record as of the certification or
notice date:                          One (1)
                    ----------------------------------------

         Pursuant to the requirements of the Securities Exchange Act of 1934
Genzyme Development Partners, L.P. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.

By:   Genzyme Development Corporation II,
      as General Partner

By:   /s/ Henri A. Termeer
      ---------------------------------
      Name:  Henri A. Termeer
      Title:  President

Date: January 16, 2001
      ---------------------------------

Instruction: This form is required by rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.


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