SC 13E3/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. 7)

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:    

CUSIP No. 368709101
1				NAME OF REPORTING PERSON: Danisco A/S I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2				CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:(a)    [      ]
				(b)    [      ]
3				SEC USE ONLY
4				SOURCE OF FUNDS: WC, BK
5				CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):[      ]
6				CITIZENSHIP OR PLACE OF ORGANIZATION:    Denmark

NUMBER OF SHARES				7				SOLE VOTING POWER:    59,065,220 Shares
BENEFICIALLY OWNED BY				8				SHARED VOTING POWER:    0 Shares
EACH REPORTING PERSON				9				SOLE DISPOSITIVE POWER:    59,065,220 Shares
WITH				10				SHARED DISPOSITIVE POWER:    0 Shares

11				AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     59,065,220 Shares
12				CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [      ]
13				PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    98.2%
14				TYPE OF REPORTING PERSON:     CO

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This Amendment Number 7 ("Amendment No. 7") 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 relating to the 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 upon the terms and subject to the 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 (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., relating to the purchase by Buyer of 25,000,000 Shares from Eastman Chemical Company Investments, Inc.

This Amendment No. 7 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. 7 and not defined herein have the meanings given thereto in the Offer to Purchase.

ITEM 8    INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY

ITEM 11.    ADDITIONAL INFORMATION

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ITEM 13.    INFORMATION REQUIRED BY SCHEDULE 13E-3

At 5:00 p.m. New York City time on Tuesday, April 19, 2005, the Offer expired, as scheduled. Danisco has been advised by Deutsche Bank Trust Company Americas, the Depositary for the Offer, that at expiration, approximately 8,670,529 Shares had been validly tendered and not withdrawn pursuant to the Offer, and notices of guaranteed delivery had been submitted for an additional 394,691 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 89.5% of the outstanding Shares. Together with the Shares that Danisco already owns and the Shares that Danisco will acquire from Eastman under the Stock Purchase Agreement, the tendered Shares and noticed Shares represent approximately 98.2% of the total outstanding Shares.

ITEM 12    EXHIBITS

(a)(1)(xix)    Press Release, dated April 20, 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: /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: April 20, 2005

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INDEX TO EXHIBITS

Exhibit				Description
(a)(1)(xix)				Press Release, dated April 20, 2005.

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

20 April 2005

DANISCO ANNOUNCES SUCCESSFUL CONCLUSION
OF TENDER OFFER FOR GENENCOR

Danisco A/S announced today the successful conclusion of a cash tender offer by its wholly owned subsidiary, DH Subsidiary Inc., to acquire the shares of common stock of Genencor at USD 19.25 per share. The tender offer expired at 5:00 p.m. New York City time on 19 April 2005.

Danisco has been advised by Deutsche Bank Trust Company Americas, the Depositary for the offer, that at expiration, approximately 8,670,529 shares had been validly tendered and not withdrawn pursuant to the offer, and notices of guaranteed delivery had been submitted for an additional 394,691 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 89.5% of the outstanding shares, which satisfies the majority of the minority condition of the offer.

All validly tendered shares have been, and noticed shares will be, accepted for purchase and payment in accordance with the terms of the offer, and payment for such shares is expected to be made promptly.

Together with the shares that Danisco already owns and the shares that Danisco will acquire from Eastman under the Stock Purchase Agreement, the tendered shares and noticed shares represent approximately 98.2% of the total outstanding shares.

As soon as practicable after purchase of tendered shares and the closing with Eastman, Danisco intends to cause DH Subsidiary Inc. to merge into Genencor. As a result of the merger, Genencor will be renamed "Danisco Genencor, Inc.," and will become a wholly owned indirect subsidiary of Danisco.

•	The purchase price for the shares acquired is approximately DKK 3.5 billion (USD 615 million).

•	Genencor's total revenues in 2004 were USD 410 million and EBITDA USD 70 million. Excluding the health-care activities, EBITDA was USD 93 million.

•

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 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.

•	This 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.

•	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.

Danisco assesses that there are great possibilities of realising sales synergies, as the acquired product areas and development of new products combined with industrial enzymes will create cross-selling opportunities.

Outlook

Profit before special items in 2004/05 ending 30 April will only be affected modestly from the transaction, whereas profit after special items in 2004/05 will be affected negatively due to costs arising after the closing, which will impact special items.

Genencor will be included in the outlook for 2005/06 which will be announced in Danisco's announcement of full-year results on 21 June 2005.

Comments from management

Danisco CEO Alf Duch-Pedersen said: "We are looking forward to starting the integration process and working together with Genencor's talented and knowledgeable employees. The 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 Bienaimé, Chairman and CEO of Genencor. "Now, we will have the depth and the reach to achieve the vision we've had for our business."

Yours faithfully

Alf Duch-Pedersen
CEO

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 410 million in 2004 annual revenues. Genencor has principal offices in Palo Alto, California; Rochester, New York and Leiden, the Netherlands.

About Danisco

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.

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

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