SEC FORM 4

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

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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^*

POTTER MYRTLE S

(Last)

(First)

(Middle)

1 DNA WAY

(Street)

SO SAN FRANCISCO

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)
	PRESIDENT,

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/04/2005		G	V	1,552	D	$0	1,254	D
Common Stock	04/15/2005		M		20,374	A	$32.84	21,628	D
Common Stock	04/15/2005		S		20,374	D	$69.74	1,254	D
Common Stock	04/15/2005		M		29,554	A	$20.9	30,808	D
Common Stock	04/15/2005		S		29,554	D	$69.74	1,254	D
Common Stock	04/15/2005		M		14,937	A	$23.75	16,191	D
Common Stock	04/15/2005		S		14,937	D	$69.74	1,254	D
Common Stock	04/15/2005		M		62,500	A	$14.28	63,754	D
Common Stock	04/15/2005		S		62,500	D	$69.74	1,254	D
Common Stock	04/15/2005		M		45,000	A	$42.05	46,254	D
Common Stock	04/15/2005		S		45,000	D	$69.74	1,254	D
Common Stock								1,833	I	by Managed Account

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$14.28	04/15/2005		M			62,500	09/12/2002⁽¹⁾	09/12/2012	Common Stock	62,500	$0	177,084	D
Non-Qualified Stock Option (right to buy)	$20.9	04/15/2005		M			29,554	09/26/2001⁽¹⁾	09/26/2011	Common Stock	29,554	$0	67,658	D
Non-Qualified Stock Option (right to buy)	$23.75	04/15/2005		M			14,937	10/23/2001⁽¹⁾	10/23/2011	Common Stock	14,937	$0	31,458	D
Non-Qualified Stock Option (right to buy)	$32.84	04/15/2005		M			20,374	05/15/2000⁽²⁾	05/15/2010	Common Stock	20,374	$0	222,683	D
Non-Qualified Stock Option (right to buy)	$42.05	04/15/2005		M			45,000	09/11/2003⁽¹⁾	09/11/2013	Common Stock	45,000	$0	217,500	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. With regard to 2/3 of the original grant, 25% of the shares vest one year from the grant date and 75% of the shares vest in equal monthly increments over the following three years. With regard to 1/3 of the original grant, 25% of the shares vest two years from the grant date and 75% of the shares vest in equal monthly increments over the following three years. This option may be immediately exercisable with the consent of Genentech.

	By: Karen L. Strand, Attorney-in-Fact For: Myrtle S. Potter	04/19/2005
	** 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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