8-K

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549


                                FORM 8-K
                             CURRENT REPORT



                   Pursuant to Section 13 or 15(d) of
                   The Securities Exchange Act of 1934


                           February 23, 1996
             ------------------------------------------------
             Date of Report (Date of earliest event reported)


                             GENENTECH, INC.
            ---------------------------------------------------
           (Exact name of registrant as specified in it charter)


            Delaware           1-9813            94-2347624
         ---------------    -------------    -------------------
         (State or other     (Commission     (I.R.S. Employer
          jurisdiction of     File Number)    Identification No.)
          incorporation)




                      460 Point San Bruno Boulevard
                   South San Francisco, California  94080
                   --------------------------------------
                  (Address or principal executive offices)


                             (415) 225-1000
            --------------------------------------------------
           (Registrant's telephone number, including area code)



















ITEM 5.     OTHER EVENTS.

     In connection with the "safe harbor" provisions of the Private 
Securities Litigation Reform Act of 1995, Genentech, Inc. (the 
"Company") is hereby filing a cautionary statement identifying important 
factors that could cause the Company's actual results to differ 
materially from those projected in forward looking statements of the 
Company made by, or on behalf of, the Company.


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit:

99.1        Cautionary Statement Identifying Important Factors that
            Could Cause the Company's Actual Results to Differ from 
            Those Projected in Forward Looking Statements.



















































Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this Report to be signed on its behalf by the 
undersigned hereunto duly authorized.



                                        GENENTECH, INC.
                                        Registrant

Date:  February 23, 1996
                                        By:  /S/LOUIS J. LAVIGNE, JR.
                                             ---------------------------
                                             Louis J. Lavigne, Jr.
                                             Senior Vice President and  
                                             Chief Financial Officer

EX-99

                                                        Exhibit 99.1


Cautionary Statement Identifying Important Factors that Could Cause the 
Company's Actual Results to Differ from those Projected in Forward 
Looking Statements



The following factors could affect Genentech's actual future results, 
including its product sales, royalties, expenses and net income, and 
could cause them to differ from any forward-looking statements made by 
or on behalf of the Company:

  -  Decisions by F. Hoffmann-LaRoche Ltd. ("HLR") as to whether to 
exercise its rights to develop and sell products and potential products 
of the Company.

  -  Increased competition in the growth hormone market. Three companies 
received FDA approval in 1995 to market their growth hormone products 
for treatment of growth hormone inadequacy in children. Two of these 
companies are currently temporarily prohibited from entering the U.S. 
market pending a full hearing on certain patent claims of Genentech. The 
Company expects competition to have an adverse effect on its sales of 
Protropin, registered trademark, and Nutropin, registered trademark. 
Other factors that may influence sales of these products include the 
availability of third party reimbursement for the cost of growth hormone 
therapy and the outcome of litigation involving the Company's patents 
for growth hormone and related processes, including that referred to 
above.

  -  Acceptance of Pulmozyme, registered trademark, as a treatment for 
cystic fibrosis. Factors that may influence the future sales of 
Pulmozyme include physician perception of the number and kinds of 
patients who will benefit from such therapy, the availability of third 
party reimbursement for the costs of therapy, the timing of the 
development of alternative therapies for the treatment and care of 
cystic fibrosis, whether and when additional indications are approved 
for Pulmozyme and the cost of Pulmozyme therapy.

  -  Variation of royalty, contract and other revenues. These revenues 
will continue to fluctuate due to the timing of non-U.S. approvals, if 
any, for products licensed to HLR, whether and when contract benchmarks 
are achieved, the initiation of new contractual arrangements, including 
the exercise of product options by HLR, and the conclusion of existing 
arrangements with other companies and HLR.

  -  Successful development of products. The Company intends to continue 
to develop new products. Successful pharmaceutical product development 
is highly uncertain and is dependent on numerous factors, many of which 
are beyond the Company's control. Products that appear promising in the 
early phases of development may fail to reach market for numerous 
reasons. They may be found to be ineffective or to have harmful side 
effects in clinical or pre-clinical testing, they may fail to receive 
necessary regulatory approvals, may turn out to be uneconomic because of 
manufacturing costs or other factors, or they may be precluded from 
commercialization by the proprietary rights of others.  Success in 
preclinical and early clinical trials does not insure that large scale 
clinical trials will be successful. Clinical results are frequently 
susceptible to varying interpretations which may delay, limit or prevent 
regulatory approvals. The length of time necessary to complete clinical 
trials and from submission of an application for marketing approval to a 
final decision by a regulatory authority varies significantly and may be 
difficult to predict.

  -  Uncertainties Surrounding Proprietary Rights.  The patent positions 
of pharmaceutical and biotechnology companies can be highly uncertain 
and involve complex legal and factual questions. Accordingly the breadth 
of claims allowed in such company's patents cannot be predicted. Patent 
disputes are frequent and can preclude commercialization of products. 
The Company has in the past and may in the future be involved in 
material patent litigation. Such litigation is costly in its own right 
and could subject the Company to significant liabilities to third 
parties and, if decided adversely, the Company may need to obtain third 
party licenses or cease using the technology or product in dispute.