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. 6)


                          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)

                                JORGEN 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.

[X]  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.


                                    Filing Parties: Danisco A/S, Danisco Holding
                                                    ----------------------------
Amount Previously Paid: $79,572     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:

     [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.
     [X]  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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     This Amendment Number 6 ("Amendment No. 6") amends and supplements (a) the
Tender Offer Statement on Schedule TO (the "Schedule TO") originally 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, as amended to date, and (b) the Statement on Schedule 13D
originally 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, as amended to
date. 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, and 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. 6 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. 6 and not defined herein have the meanings given thereto in the
Offer to Purchase.

     On April 15, 2005, Buyer issued a press release, filed as Exhibit
(a)(1)(xviii) to this Amendment No. 6, announcing that the competition
authorities of Germany have finished their review relating to Buyer's
acquisition of Issuer and have granted clearance of these transactions. The
tender offer will expire on Tuesday, April 19, 2005, at 5:00 p.m. New York City
time, and Danisco will accept all tendered shares, subject to the continued
satisfaction of the conditions of the offer.


ITEM 12        EXHIBITS.

(a)(1)(xviii)  Press Release, dated April 15, 2005.







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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:   Alf Duch-Pedersen
                                          --------------------------------------
                                          Name:  Alf Duch-Pedersen
                                          Title: Chief Executive Officer



                                       By:   Soren Bjerre-Nielsen
                                          --------------------------------------
                                          Name:  Soren Bjerre-Nielsen
                                          Title: Chief Executive Vice President,
                                                 Chief Financial Officer



                                       DANISCO HOLDING USA INC.



                                       By:   Jorgen Rosenlund
                                          --------------------------------------
                                          Name:  Jorgen Rosenlund
                                          Title: Vice President/Group General
                                                 Counsel



                                       DH SUBSIDIARY INC.



                                       By:   Jorgen Rosenlund
                                          --------------------------------------
                                           Name:  Jorgen Rosenlund
                                           Title: Vice President/Group General
                                                  Counsel


                                       A/S PSE 38 NR. 2024



                                       By:   Alf Duch-Pedersen
                                          --------------------------------------
                                          Name:  Alf Duch-Pedersen
                                          Title: Chief Executive Officer


                                       By:   Soren Bjerre-Nielsen
                                          --------------------------------------
                                          Name:  Soren Bjerre-Nielsen
                                          Title: Chief Executive Vice President,
                                                 Chief Financial Officer



Date: April 15, 2005

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                                INDEX TO EXHIBITS


EXHIBIT            DESCRIPTION
- -------            -----------
(a)(1)(xviii)      Press Release, dated April 15, 2005.





















                                       5

EX-99.1

15 April 2005

               GERMANY CLEARS ACQUISITION OF GENENCOR BY DANISCO;
                        OFFER SET TO EXPIRE 19 APRIL 2005

Danisco A/S today announced that the competition authorities of Germany have
finished their review relating to Danisco's agreements to acquire the balance of
Genencor International, Inc. (Nasdaq: GCOR) and have granted clearance of these
transactions.

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 USD 15 per share. Danisco, through a subsidiary, is conducting a
tender offer to purchase the balance of the outstanding shares of Genencor at
USD 19.25 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 previously extended the expiration date of the tender offer to permit
additional time for the competition review in Germany. That review is now
complete. The offer will expire on Tuesday 19 April 2005 at 5:00 pm New York
City time, and Danisco will accept all tendered shares, subject to the continued
satisfaction of the conditions of the offer. Shareholders of Genencor who wish
to participate in the offer are urged to tender their shares by the expiration
date of the offer.

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, e-mail: 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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