SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* JUELSGAARD STEPHEN G (Last) (First) (Middle) 1 DNA WAY (Street) SO SAN FRANCISCO CA 94080 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GENENTECH INC [ DNA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EXECUTIVE VICE PRESIDENT,
	3. Date of Earliest Transaction (Month/Day/Year) 11/02/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/02/2005		M		10,188	A	$20.9	14,486	D
Common Stock	11/02/2005		S		10,188	D	$92.05	4,298	D
Common Stock	11/02/2005		M		13,812	A	$14.28	18,110	D
Common Stock	11/02/2005		S		13,812	D	$92.05	4,298	D
Common Stock	11/02/2005		M		200	A	$14.28	4,498	D
Common Stock	11/02/2005		S		200	D	$92.28	4,298	D
Common Stock	11/02/2005		M		100	A	$14.28	4,398	D
Common Stock	11/02/2005		S		100	D	$92.32	4,298	D
Common Stock	11/02/2005		M		200	A	$14.28	4,498	D
Common Stock	11/02/2005		S		200	D	$92.34	4,298	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$14.28	11/02/2005		M			13,812	09/12/2002(1)	09/12/2012	Common Stock	13,812	$0	118,560	D
Non-Qualified Stock Option (right to buy)	$14.28	11/02/2005		M			200	09/12/2002(1)	09/12/2012	Common Stock	200	$0	118,360	D
Non-Qualified Stock Option (right to buy)	$14.28	11/02/2005		M			100	09/12/2002(1)	09/12/2012	Common Stock	100	$0	118,260	D
Non-Qualified Stock Option (right to buy)	$14.28	11/02/2005		M			200	09/12/2002(1)	09/12/2012	Common Stock	200	$0	118,060(2)	D
Non-Qualified Stock Option (right to buy)	$20.9	11/02/2005		M			10,188	09/26/2001(1)	09/26/2011	Common Stock	10,188	$0	132,312(3)	D

Explanation of Responses:

1. This stock option vests over four years, with the first 25% of the shares vesting one year from the grant date and 75% of the shares vesting in equal monthly increments over the following three years. This option may be immediately exercisable with the consent of Genentech.

2. The right to exercise this non-qualified stock option to purchase 48,520 shares of Genentech common stock is held by the ex-spouse of the reporting person pursuant to a domestic relations order.

3. The right to exercise this non-qualified stock option to purchase 132,312 shares of Genentech common stock is held by the ex-spouse of the reporting person pursuant to a domestic relations order.

	Stephen G. Juelsgaard	11/03/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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