SC TO-T/A

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. 2)

GENENCOR INTERNATIONAL, INC.

(Name of Subject Company (Issuer))

DANISCO A/S
DANISCO HOLDING USA INC.
DH SUBSIDIARY INC.
A/S PSE 38 NR. 2024

(Name of Filing Persons (Offeror, Affiliates of Offeror))

Common Stock, $0.01 Par Value

(Title of Class of Securities)

368709101

(CUSIP Number)

Jørgen Rosenlund
Group General Counsel, Vice President
Danisco A/S
Langebrogade 1
P.O. Box 17
DK-1001 Copenhagen K
011-45-3-266-2000

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

copy to:

Robert A. McTamaney, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street, New York, New York 10005
(212) 732-3200

CALCULATION OF FILING FEE

Transaction Valuation*				Amount of Filing Fee**
$672,563,604				$79,572

* Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of the 34,938,369 outstanding shares of common stock of Genencor International, Inc. not owned of record by Danisco A/S or its subsidiaries at the tender offer price of $19.25 per share of common stock.

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Fee Rate Advisory No. 6 for fiscal year 2005, equals $117.70 per million dollars of transaction value.

	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:

$79,572

Filing Parties:

Danisco A/S, Danisco Holding USA Inc., DH Subsidiary Inc. and A/S PSE 38 Nr. 2024

Form or Registration No.

SC TO

Date Filed:

February 15, 2005

	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:

		third-party tender offer subject to Rule 14d-1.

		issuer tender offer subject to Rule 13e-4.

		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:

This Amendment Number 2 ("Amendment No. 2") amends and supplements (a) the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission on February 15, 2005 by Danisco A/S ("Danisco"), Danisco Holding USA Inc., DH Subsidiary Inc. ("Buyer") and A/S PSE 38 Nr. 2024 and (b) the Statement on Schedule 13D filed by Danisco on February 7, 2005 as a result of the Stock Purchase Agreement, dated January 27, 2005, among Danisco, Buyer, Eastman Chemical Company and Eastman Chemical Company Investments, Inc. The Schedule TO relates to an offer by Buyer to purchase all the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Genencor International, Inc., a Delaware corporation (the "Issuer"), at a purchase price of $19.25 per Share, net to the seller in cash, without interest thereon. The offer is subject to the terms and conditions set forth in the Offer to Purchase dated February 15, 2005 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which were filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO, an in the Supplement dated March 9, 2005 (the "Supplement"), a copy of which was filed as Exhibit (a)(1)(xiv) to Amendment No. 1 to the Schedule TO.

This Amendment No. 2 is being filed on behalf of Buyer, Danisco, Danisco Holding USA Inc., and A/S PSE 38 nr. 2024. Capitalized terms used in this Amendment No. 2 and not defined herein have the meanings given thereto in the Offer to Purchase.

ITEM 7	SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION

The first paragraph in the Offer to Purchase under the heading "The Tender Offer — Source and Amount of Funds" is amended and restated as follows:

The total amount of funds required to purchase the 25 million Shares and 485 shares of Series A Preferred Stock from Eastman under the Stock Purchase Agreement, and to purchase all of the outstanding Shares (other than those already owned directly or indirectly by Danisco or to be obtained from Eastman under the Stock Purchase Agreement) pursuant to the Offer, consummate the Merger and to pay related fees and expenses will be approximately $618.8 million. See "The Tender Offer — Fees and Expenses."

The second paragraph in the Offer to Purchase under the heading "The Tender Offer — Source and Amount of Funds," as amended by the Supplement, is further amended by adding the following as the second sentence thereof:

Danisco will provide such funds from its working capital and from a credit facility with Danske Bank.

ITEM 12	EXHIBITS.

(a)(1)(xv)	Press Release, dated March 17, 2005.

ITEM 13	INFORMATION REQUIRED BY SCHEDULE 13E-3

Item 10	Source and Amount of Funds and Other Consideration

See Item 7 above.

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SIGNATURES

After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DANISCO A/S

By:

/s/ Alf Duch Pedersen

Name:

Alf Duch-Pedersen

Title:

Chief Executive Officer

By:

/s/ Søren Bjerre-Nielsen

Name:

Søren Bjerre-Nielsen

Title:

Chief Executive Vice President, Chief Financial Officer

DANISCO HOLDING USA INC.

By:

/s/ Jørgen Rosenlund

Name:

Jørgen Rosenlund

Title:

Vice President/Group General Counsel

DH SUBSIDIARY INC.

By:

/s/ Jørgen Rosenlund

Name:

Jørgen Rosenlund

Title:

Vice President/Group General Counsel

A/S PSE 38 NR. 2024

By:

/s/ Alf Duch-Pedersen

Name:

Alf Duch-Pedersen

Title:

Chief Executive Officer

By:

/s/ Søren Bjerre-Nielsen

Name:

Søren Bjerre-Nielsen

Title:

Chief Executive Vice President, Chief Financial Officer

Date: March 17, 2005

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INDEX TO EXHIBITS

Exhibit				Description
(a)(1)(xv)				Press Release, dated March 17, 2005.

4

EX-99.(A)(1)(XV)

17 March 2005

DANISCO EXTENDS EXPIRATION DATE
FOR TENDER OFFER FOR GENENCOR

DH Subsidiary Inc., a wholly-owned indirect subsidiary of Danisco A/S, today announced that it has extended the expiration date of its tender offer for all of the shares of common stock of Genencor International, Inc. (Nasdaq: GCOR) to Wednesday 23 March 2005 at 5:00 p.m. New York City time. The offer previously was to expire on Wedenesday 16 March 2005 at 5:00 p.m. New York City time.

Danisco and its subsidiaries currently own approximately 41.6% of the outstanding shares of common stock of Genencor and have a contingent agreement with Eastman Chemical Company to buy its approximately 41.6% holding of Genencor common stock at USD15 per share. Danisco, through DH Subsidiary, is offering to purchase the balance of the outstanding shares of common stock of Genencor at USD19.25 per share in cash, subject to the terms and conditions set out in its Offer to Purchase dated 15 February 2005, the Supplement thereto dated 9 March 2005, and the related letter of transmittal.

Danisco has extended the expiration date of the tender offer to provide competition regulators in Germany additional time to review these transactions.

Danisco has been advised by Deutsche Bank Trust Company Americas, the Depositary for the tender offer, that as of the close of business on March 16, 2005, approximately 8,354,148 shares of Genencor common stock had been validly tendered and not withdrawn pursuant to the offer, and notices of guaranteed delivery had been submitted for an additional 532,148 shares. Excluding shares held by Danisco and its affiliates, shares held by Eastman and its affiliates, and shares held by officers and directors of Genencor and their respective affiliates, the tendered shares and noticed shares represent approximately 87.7% of the outstanding shares. Together with the shares that Danisco already owns and the shares that Danisco will acquire from Eastman under their agreement, the tendered shares and noticed shares represent approximately 97.9% of the total outstanding shares.

As a consequence of the extension of the expiration date, holders of shares may tender or withdraw shares until 23 March 2005 at 5:00 p.m. unless the offer is further extended.

Yours Faithfully

Alf Duch-Pedersen
CEO

Danisco has filed a Tender Offer Statement on Schedule TO/13E-3 with the Securities and Exchange Commission which, as amended to date, contains the Offer to Purchase, the Supplement, the form of letter of transmittal and other documents relating to the transaction. Genencor has filed a Transaction Statement on Schedule 13E-3 and a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the transaction. These documents, as amended from time to time, contain important information about the transaction, and stockholders of Genencor are urged to read them carefully. You may access these documents at the website maintained by the Securities and Exchange Commission at www.sec.gov.

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.