Item 2.02 Results of Operations and Financial Condition.

On October 21, 2009, Genzyme Corporation issued a press release containing its results of operations and financial condition for the three month period ended September 30, 2009. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The press release furnished herewith includes certain non-GAAP financial measures that involve adjustments to GAAP figures. Genzyme believes that these non-GAAP financial measures, when considered together with the GAAP figures, can enhance an overall understanding of Genzyme's past financial performance and its prospects for the future. The non-GAAP financial measures are included with the intent of providing both management and investors with a more complete understanding of underlying operational results and trends. In addition, these non-GAAP financial measures are among the primary indicators Genzyme management uses for planning and forecasting purposes and measuring the company's performance. These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for GAAP figures. A reconciliation of the non-GAAP to GAAP figures can be found following the text of the press release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Genzyme Corporation dated October 21, 2009.

---