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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1. Name and Address of Reporting Person * ARBIGE MICHAEL V   2. Issuer Name and Ticker or Trading Symbol GENENCOR INTERNATIONAL INC [GCOR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. VP - Technology (Last) (First) (Middle) 925 PAGE MILL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/09/2004 (Street) PALO ALTO, CA 94304 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) Code V Amount (A) or (D) Price Common Stock, $.01 par value               30,616 D   Common Stock, $.01 par value               1,100 I By Wife (1) Common Stock, $.01 par value               550 I By Daughter (1) Common Stock, $.01 par value               550 I By Son (1)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 10.77

(2)

08/21/2012

Common Stock, par value $.01 per share

195,934 (2)

195,934 (2)

D

Stock Option (Right to Buy)

$ 14.52

(3)

06/06/2013

Common Stock, par value $.01 per share

55,000 (3)

55,000 (3)

D

Stock Option (Right to Buy)

$ 16.23

12/09/2004

A

50,000

(4)

12/09/2014

Common Stock, par value $.01 per share

50,000 (4)

$ 0

50,000 (4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ARBIGE MICHAEL V 925 PAGE MILL ROAD PALO ALTO, CA 94304			Sr. VP - Technology

Signatures

Mark D. Buri, as Attorney-in-fact for Michael V. Arbige		12/13/2004
**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)	Dr. Arbige disclaims beneficial ownerhip of these shares.
(2)	This option was previously reported by Dr. Arbige. Dr. Arbige can exercise the option as follows: 65,311 shares on 8/21/02, 65,311 on 8/21/03 and 65,312 on 8/21/04.
(3)	This option was previously reported by Dr. Arbige. Dr. Arbige can exercise this option as follows: 18,333 shares on 6/06/04, 18,333 on 6/06/05 and 18,334 on 6/06/06.
(4)	This option was granted under the Genencor International, Inc. 2002 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3. Dr. Arbige can exercise this option as follows: 16,666 shares on 12/09/05, 16,667 on 12/09/06 and 16,667 on 12/09/07.

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