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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                      
                                  FORM 8-A/A
                                      
                               Amendment No. 1

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                                      
                               GENENTECH, INC.
            (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                                        94-2347624
         (State of                                      (IRS Employer
       Incorporation)                                 Identification No.)

460 POINT SAN BRUNO BLVD., SOUTH SAN FRANCISCO, CA          94080
    (Address of principal executive offices)              (Zip Code)

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. / /
                                                             
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                 Name of each exchange on which              
to be so registered                 each class is to be registered 
- -------------------------           -------------------------------
Callable Putable
Common Stock,
par value $.02 per share            New York Stock Exchange
                                    Pacific Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

                                     None
                               (Title of Class)
                                      
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Item 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The description of the Registrant's Callable Putable Common Stock, par
         value $.02 per share ("Special Common Stock") set forth under the
         caption "The Charter Amendment -- Description of the Special Common
         Stock" in the Proxy Statement/Prospectus forming a part of Amendment
         No. 2 to the Registration Statement on Form S-4 of the Registrant
         (Registration Statement No. 33-59949) filed on September 18, 1995, is
         hereby incorporated by reference.

Item 2.  EXHIBITS

         1.       Specimen stock certificate for the Callable Putable Common 
                  Stock, par value $.02 per share, of the Registrant.
                  (Previously filed as an Exhibit to Registrant's Form 8-A
                  filed on October 20, 1995)

         2.       Certificate of Incorporation of the Registrant (incorporated
                  by reference to Exhibit 4.1 to Registration Statement on Form
                  S-3 of the Registrant (Registration Statement No. 33-37361)
                  filed on October 18, 1991).

         3.       Form of Article THIRD of the Registrant's Certificate of
                  Incorporation, amending Article THIRD of the Registrant's
                  Certificate of Incorporation included as Exhibit 2 to this
                  Registration Statement (incorporated by reference to Exhibit C
                  to Annex A to the Proxy Statement/Prospectus forming a part of
                  (Pre-Effective) Amendment No. 2 to the Registration Statement 
                  on Form S-4 of the Registrant (Registration Statement No. 
                  33-59949) filed on September 18, 1995).

         4.       By-Laws of the Registrant (incorporated by reference to
                  Exhibit 3.4 to Annual Report on Form 10-K for the year ended
                  December 31, 1990).

         5.       Form of Amended and Restated Governance Agreement, as amended,
                  to be dated as of the effective date of the merger
                  contemplated by the Agreement and Plan of Merger, dated as of
                  May 23, 1995, as amended, among the Registrant, Roche
                  Holdings, Inc. and HLR (U.S.) II, Inc. (incorporated by
                  reference to Exhibit A to Annex A to the Proxy
                  Statement/Prospectus forming a part of (Pre-Effective) 
                  Amendment No. 2 to the Registration Statement on Form S-4 of 
                  the Registrant (Registration Statement No. 33-59949) filed 
                  on September 18, 1995).

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                                    SIGNATURE

                 Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.

                                            GENENTECH, INC.

Date:  October 30, 1995                     By: /s/ John P. McLaughlin
                                               -------------------------------
                                               John P. McLaughlin
                                               Senior Vice President

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