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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   SCHEDULE TO

            Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                                (Amendment No. )

                          GENENCOR INTERNATIONAL, INC.
                       (Name of Subject Company (issuer))

                                   DANISCO A/S
                       (Name of Filing Person)(offeror)

                     Common Stock, par value $0.01 per Share
                         (Title of Class of Securities)

                                    368709101
                     (CUISIP Number of Class of Securities)

                              Andris Vizbaras, Esq.
                          Carter Ledyard & Milburn LLP
                                  2 Wall Street
                            New York, New York 10005
                                 (212) 732-3200
           (Name, address, and telephone numbers of persons authorized
      to receive notices and communications on behalf of filing persons)

                            Calculation of Filing Fee
       ------------------------------------------------------------------
       Transaction valuation*                        Amount of filing fee
       ------------------------------------------------------------------
             N/A                                             N/A
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       *
         Set forth the amount on which the filing fee is calculated and state
         how it was determined.







     [ ] Check  the box if any part of the fee is  offset  as  provided  by Rule
     0-11(a)(2)  and  identify  the  filing  with which the  offsetting  fee was
     previously  paid.  Identify the previous filing by  registration  statement
     number, or the Form or Schedule and the date of its filing.

     Amount Previously Paid:______________________
     Form or Registration No.:______________________
     Filing Party:_________________________________
     Date Filed:__________________________________

     [X]  Check  the  box  if  the   filing   relates   solely  to   preliminary
     communications made before the commencement of a tender offer.

     Check the  appropriate  boxes below to designate any  transactions to which
     the statement relates:

          [X] third party tender offer subject to Rule 14d-1.
          [ ] issuer tender offer subject to Rule 13e-4.
          [X] going-private transaction subject to Rule 13e-3.
          [ ] amendment to Schedule 13D under Rule 13d-2.

     Check the  following box if the filing is a final  amendment  reporting the
     results of the tender offer: [ ]





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Item 12. Exhibits.

Exhibit 99.1 Text of joint press release issued by Danisco A/S and Genencor
             International, Inc. on January 27, 2004.


Exhibit 99.2 Text of news release posted by Danisco A/S on its website and
             issued to the Copenhagen Stock Exchange.









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EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE







For Danisco:

Investor Relations, Michael von Bulow, tel.: +45 3266 2912.

Media Relations, Nathalie Weber,  tel.: +45 3266 2913


For Genencor:

Investor Relations, Tom Rathjen, tel: +1-650-846-7500

Media Relations, Jack Huttner tel:  +1-585-256-5200





DANISCO TO ACQUIRE GENENCOR

COPENHAGEN, Denmark and PALO ALTO, California, January 27, 2005 - Danisco A/S
(Copenhagen Stock Exchange) ("Danisco"), one of the world's largest producers of
food ingredients, and Genencor International, Inc. (Nasdaq: GCOR) ("Genencor"),
a diversified biotechnology company that develops and delivers innovative
products and services into the health care, agri-processing, industrial and
consumer markets, today jointly announced that they have signed a definitive
agreement for Danisco to acquire all of the outstanding shares of common stock
of Genencor, other than those held by Danisco, Eastman Chemical Company
("Eastman") or their respective subsidiaries, for $19.25 per share in cash.

In connection with the definitive agreement with Genencor, Danisco has entered
into a definitive stock purchase agreement with Eastman under which Danisco will
acquire all of the outstanding shares of common stock of Genencor held by
Eastman for $15 per share in cash and all of the outstanding shares of preferred
stock of Genencor held by Eastman for $44 million in cash. Danisco and Eastman
currently each own approximately 42% of Genencor's outstanding shares of common
stock and 50% of Genencor's outstanding shares of preferred stock.

"Being an advanced and recognised biotechnology company, Genencor will expand
Danisco's knowledge base significantly and broaden our access to an important
new business area, industrial enzymes," said Alf Duch-Pedersen, Chief Executive
Officer of Danisco.

"Our two companies know each other well and the synergy is obvious," said JJ
Bienaime, Chairman and Chief Executive Officer of Genencor. "Together, we will
have the depth and the reach to achieve the vision we've had for our business."

The acquisition of the shares of Genencor's common stock for $19.25 per share
will be effected by means of a cash tender offer for all of the outstanding
shares of common stock of Genencor, other than those held by Danisco and its
subsidiaries, followed by a merger in which all Genencor stockholders, other
than Danisco and its subsidiaries, who have not tendered their shares will
receive the same per share price. The acquisition agreement is subject to
certain conditions, including the tender of a majority of the outstanding shares
of common stock of Genencor other than those held by Danisco, Eastman, the
officers and directors of Genencor and its subsidiaries and the respective
affiliates of each of the foregoing, receipt of regulatory approvals and other
conditions. Subject to those conditions, Danisco and Genencor currently expect
the acquisition to be completed by May 31, 2005.



A special committee comprised of independent directors of Genencor has reviewed
the transaction on behalf of the Genencor stockholders unaffiliated with Danisco
and Eastman. Upon the recommendation of the special committee, the board of
directors of Genencor has approved the acquisition agreement and the
transaction.

About Danisco

Danisco develops and produces food ingredients, sweeteners and sugar. The group
employs around 9,000 people in some 40 countries and reported net sales of DKK
16.4 billion (USD 2.9 billion) in 2003/04. Danisco's broad product portfolio
includes emulsifiers, stabilisers, cultures, flavours and sweeteners such as
xylitol and fructose. The majority of these ingredients are produced from
natural raw materials and contribute, for instance, to improving the texture in
bread, ice cream, yoghurt and other products. Danisco is also one of the largest
and most efficient sugar producers in Europe.

About Genencor

Genencor International is a diversified biotechnology company that develops and
delivers innovative products and services into the health care, agri-processing,
industrial and consumer markets. Using an integrated set of technology
platforms, Genencor's products deliver innovative and sustainable solutions to
improve the quality of life. Genencor traces its history to 1982 and has grown
to become a leading biotechnology company. Genencor has principal offices in
Palo Alto, California; Rochester, New York; and Leiden, The Netherlands.

Notice to Read Tender Offer Materials

The description contained herein is neither an offer to purchase nor a
solicitation of an offer to sell shares of Genencor. At the time the tender
offer is commenced, an indirect wholly-owned subsidiary of Danisco ( "Danisco's
acquisition subsidiary") and Danisco intend to file a Tender Offer Statement on
Schedule TO with the Securities and Exchange Commission containing an offer to
purchase, forms of letters of transmittal and other documents relating to the
transaction and Genencor intends to file a Solicitation/Recommendation Statement
on Schedule 14D-9 relating to the transaction with the Securities and Exchange
Commission. Danisco's acquisition subsidiary, Danisco and Genencor intend to
mail these documents to the stockholders of Genencor. Genencor and Danisco also
intend to file a Transaction Statement on Schedule 13E-3 with the Securities and
Exchange Commission relating to the transaction. These documents will contain
important information about the transaction and stockholders of Genencor are
urged read them carefully when they become available. Stockholders of Genencor
will be able to obtain a free copy of these documents (when they become
available) at the website maintained by the Securities and Exchange Commission
at www.sec.gov. In addition, stockholders will be able to obtain a free copy of
these documents (when they become available) from Danisco by contacting Danisco
at: Langebrogade 1, P.O. Box 17, DK-1001 Copenhagen K, Denmark, attention:
Investor Relations, or from Genencor by contacting Genencor at: 925 Page Mill
Road, Palo Alto, CA 94304, attention: Investor Relations.


                                       ###

EX-99.2

                                                                    EXHIBIT 99.2
EXECUTIVE BOARD

Notice no. 02/2005





                                                                 27 January 2005



Danisco to acquire Genencor

Danisco, one of the world's largest producers of food ingredients, and Genencor
International, Inc. (Nasdaq: GCOR) ("Genencor"), a diversified biotechnology
company that develops and delivers innovative products and services into the
health care, agri-processing, industrial and consumer markets, today jointly
announced that they have signed a definitive agreement for Danisco to acquire
all of the outstanding shares of common stock of Genencor, other than those held
by Danisco, Eastman Chemical Company ("Eastman") or their respective
subsidiaries, for USD 19.25 per share in cash.

In connection with the definitive agreement with Genencor, Danisco has entered
into a definitive stock purchase agreement Eastman under which Danisco will
acquire all of the outstanding shares of common stock of Genencor held by
Eastman for USD15 per share in cash and all of the outstanding shares of
preferred stock of Genencor held by Eastman for USD 44 million in cash, subject
to adjustment in certain instances. Danisco and Eastman currently each own
approximately 42% of Genencor's outstanding shares of common stock and 50% of
Genencor's outstanding shares of preferred stock.


Transaction facts:

o    Danisco will acquire the shares in Genencor held by Eastman.  Total
     acquisition price amounts to DKK 2,413 million (USD 419 million) including
     preferred shares.
o    Danisco will commence a tender offer of USD 19.25 per share to the other
     shareholders in Genencor. A special committee of independent directors of
     Genencor has reviewed the tender offer transaction on behalf of the
     Genencor stockholders unaffiliated with Danisco and Eastman. Upon the
     recommendation of the special committee, the board of directors of Genencor
     has approved the acquisition agreement and the transaction.
o    Completion is expected no later than May 31 2005 following completion of
     the tender offer.
o    Following completion, Genencor will be a wholly-owned subsidiary of
     Danisco.
o    The final transaction is conditional on acquiring a majority of the shares
     held by public shareholders.
o    Danisco has obtained financing for the acquisition through its existing
     bank relations.

Strategic rationale:

o    Genencor's intensive focus on research and development and world-class
     capabilities in enzyme discovery, optimisation and production will fill
     Danisco's gaps in the enzyme value chain. Combined with Danisco's
     capabilities in enzyme application and development for food

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     and feed along with our strong global platform for selling and servicing
     these two industries, this will give a significant competitive edge for the
     Danisco divisions dealing with food and feed enzymes.
o    An acquisition will position Danisco as a major player in a new profitable
     business area, industrial enzymes. Furthermore, it will add new exciting
     technology developments within bio-ingredients in new industries such as
     personal care.
o    Through this new business area, Danisco will be able to service the same
     customers in more ways, in particular large multinationals with household
     personal care and food product portfolios.

Further information will follow when the deal has been finalised.


Comments from management

Danisco CEO Alf Duch-Pedersen said: 'Our acquisition of Genencor will enhance
Danisco's strong capabilities in enzymes for food and feed. Being an advanced
and recognised biotech business, Genencor will expand our knowledge base
significantly and broaden our access to a new important business area,
industrial enzymes.'

'Our two companies know each other well and the synergy is obvious,' said
Jean-Jacques Bienaime, Chairman and CEO of Genencor. 'Now, we will have the
depth and the reach to achieve the vision we've had for our business.'

The history of Genencor and Danisco

Danisco's interest in enzymes, including industrial enzymes, dates back more
than 35 years. When Danisco acquired Cultor in 1999, this interest in industrial
enzymes was renewed, but neither Danisco nor Eastman was able to agree on a
valuation whereby one could buy out the other. At that time, Danisco had entered
into a strategic process and decided to focus on its world-class positions
within food ingredients and sugar and as a consequence divest its activities
outside of these business areas. Danisco believes that food ingredients will be
a substantial growth driver, with the goal of doubling the business through
organic growth and acquisitions.

About Genencor

Genencor International is a diversified biotechnology company that develops and
delivers innovative products and services into the health care, agri-processing,
industrial and consumer markets. Using an integrated set of technology
platforms, Genencor's products deliver innovative and sustainable solutions to
improve the quality of life. Genencor traces its history to 1982 and has grown
to become a leading biotechnology company with over USD 380 million in 2003
annual revenues. Genencor has principal offices in Palo Alto, California;
Rochester, New York and Leiden, the Netherlands.

About The Tender Offer

Danisco expects to commence the tender offer as soon as practicable. Once the
tender offer is commenced, offering materials will be mailed to Genencor
shareholders and Danisco will file all necessary information with the United
States Securities and Exchange Commission. Genencor shareholders and other
interested parties are urged to read Danisco's tender offer statement and other
relevant documents filed with the SEC when they become available because they
will contain important information. Genencor shareholders will be able to
receive such documents free of charge at the SEC's web site, www.sec.gov, or
from Danisco by using the 'Investor Relations' contact information below.

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Danisco will be holding a conference call today for investors and analysts at
3.30 pm CET. The dial in number is +353 1 439 0433 and 70 25 23 00 for Danish
participants. You can follow the webcast via www.danisco.com. There is a press
conference today at 5 pm at Danisco headquarters at Langebrogade, Copenhagen.


For further information, please visit:

www.genencor.com
www.danisco.com
www.eastman.com


Yours faithfully


Alf Duch-Pedersen
CEO





For further information, please contact:
Investor Relations, tel.: +45 3266 2912, investor@Danisco.com
Media Relations tel.: +45 3266 2913, info@Danisco.com


     Danisco develops and produces food ingredients, sweeteners and sugar. The
     group employs approx. 9,000 people in some 40 countries and reported net
     sales of DKK 16.4 billion in 2003/04. Danisco's broad product portfolio
     includes emulsifiers, stabilisers, cultures, flavours and sweeteners such
     as xylitol and fructose. The majority of these ingredients are produced
     from natural raw materials and contribute, for instance, to improving the
     texture in bread, ice cream, yoghurt and other products. Danisco is also
     one of the largest and most efficient sugar producers in Europe.



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