Edgar Filing: GENENTECH INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RICHMOND MARK SIR

2. Issuer Name and Ticker or Trading Symbol
GENENTECH INC [DNA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1 DNA WAY

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2005

(Street)

SO SAN FRANCISCO, CA 94080

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/22/2005		M		300	A	$ 26.1	300	D
Common Stock	02/22/2005		S		300	D	$ 46.74	0	D
Common Stock	02/22/2005		M		400	A	$ 26.1	400	D
Common Stock	02/22/2005		S		400	D	$ 46.7	0	D
Common Stock	02/22/2005		M		200	A	$ 26.1	200	D
Common Stock	02/22/2005		S		200	D	$ 46.67	0	D
Common Stock	02/22/2005		M		1,100	A	$ 26.1	1,100	D
Common Stock	02/22/2005		S		1,100	D	$ 46.66	0	D
Common Stock	02/22/2005		M		2,500	A	$ 26.1	2,500	D
Common Stock	02/22/2005		S		2,500	D	$ 46.65	0	D
Common Stock	02/22/2005		M		1,900	A	$ 26.1	1,900	D
Common Stock	02/22/2005		S		1,900	D	$ 46.64	0	D
Common Stock	02/22/2005		M		2,000	A	$ 26.1	2,000	D
Common Stock	02/22/2005		S		2,000	D	$ 46.63	0	D
Common Stock	02/22/2005		M		3,000	A	$ 26.1	3,000	D
Common Stock	02/22/2005		S		3,000	D	$ 46.62	0	D
Common Stock	02/22/2005		M		8,600	A	$ 26.1	8,600	D
Common Stock	02/22/2005		S		8,600	D	$ 46.6	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 26.1

02/22/2005

300

05/10/2001⁽¹⁾

05/10/2011

Common Stock

300

$ 0

19,700

Non-Qualified Stock Option (right to buy)

$ 26.1

02/22/2005

400

05/10/2001⁽¹⁾

05/10/2011

Common Stock

400

$ 0

19,300

Non-Qualified Stock Option (right to buy)

$ 26.1

02/22/2005

200

05/10/2001⁽¹⁾

05/10/2011

Common Stock

200

$ 0

19,100

Non-Qualified Stock Option (right to buy)

$ 26.1

02/22/2005

1,100

05/10/2001⁽¹⁾

05/10/2011

Common Stock

1,100

$ 0

18,000

Non-Qualified Stock Option (right to buy)

$ 26.1

02/22/2005

2,500

05/10/2001⁽¹⁾

05/10/2011

Common Stock

2,500

$ 0

15,500

Non-Qualified Stock Option (right to buy)

$ 26.1

02/22/2005

1,900

05/10/2001⁽¹⁾

05/10/2011

Common Stock

1,900

$ 0

13,600

Non-Qualified Stock Option (right to buy)

$ 26.1

02/22/2005

2,000

05/10/2001⁽¹⁾

05/10/2011

Common Stock

2,000

$ 0

11,600

Non-Qualified Stock Option (right to buy)

$ 26.1

02/22/2005

3,000

05/10/2001⁽¹⁾

05/10/2011

Common Stock

3,000

$ 0

8,600

Non-Qualified Stock Option (right to buy)

$ 26.1

02/22/2005

8,600

05/10/2001⁽¹⁾

05/10/2011

Common Stock

8,600

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RICHMOND MARK SIR 1 DNA WAY SO SAN FRANCISCO, CA 94080	X

Signatures

By: Karen L. Strand, Attorney-in-Fact For: Mark Richmond		02/23/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This stock option vests over one year in equal monthly increments beginning one month from grant date. This option may be immediately exercisable with the consent of Genentech.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.