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 * POTTER MYRTLE S   2. Issuer Name and Ticker or Trading Symbol GENENTECH INC [DNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) PRESIDENT, (Last) (First) (Middle) 1 DNA WAY 3. Date of Earliest Transaction (Month/Day/Year) 04/15/2005 (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) Code V Amount (A) or (D) Price Common Stock 03/04/2005   G V 1,552 D $ 0 1,254 D   Common Stock 04/15/2005   M   20,374 A $ 32.84 21,628 D   Common Stock 04/15/2005   S   20,374 D $ 69.74 1,254 D   Common Stock 04/15/2005   M   29,554 A $ 20.9 30,808 D   Common Stock 04/15/2005   S   29,554 D $ 69.74 1,254 D   Common Stock 04/15/2005   M   14,937 A $ 23.75 16,191 D   Common Stock 04/15/2005   S   14,937 D $ 69.74 1,254 D   Common Stock 04/15/2005   M   62,500 A $ 14.28 63,754 D   Common Stock 04/15/2005   S   62,500 D $ 69.74 1,254 D   Common Stock 04/15/2005   M   45,000 A $ 42.05 46,254 D   Common Stock 04/15/2005   S   45,000 D $ 69.74 1,254 D   Common Stock               1,833 I by Managed Account

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

Non-Qualified Stock Option (right to buy)

$ 14.28

04/15/2005

M

62,500

09/12/2002(1)

09/12/2012

Common Stock

62,500

$ 0

177,084

D

Non-Qualified Stock Option (right to buy)

$ 20.9

04/15/2005

M

29,554

09/26/2001(1)

09/26/2011

Common Stock

29,554

$ 0

67,658

D

Non-Qualified Stock Option (right to buy)

$ 23.75

04/15/2005

M

14,937

10/23/2001(1)

10/23/2011

Common Stock

14,937

$ 0

31,458

D

Non-Qualified Stock Option (right to buy)

$ 32.84

04/15/2005

M

20,374

05/15/2000(2)

05/15/2010

Common Stock

20,374

$ 0

222,683

D

Non-Qualified Stock Option (right to buy)

$ 42.05

04/15/2005

M

45,000

09/11/2003(1)

09/11/2013

Common Stock

45,000

$ 0

217,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
POTTER MYRTLE S 1 DNA WAY SO SAN FRANCISCO, CA 94080			PRESIDENT,

Signatures

By: Karen L. Strand, Attorney-in-Fact For: Myrtle S. Potter		04/19/2005
**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 four years, with the first 25% of the shares vesting one year from the grant date and 75% of the shares vesting in equal monthly increments over the following three years. This option may be immediately exercisable with the consent of Genentech.
(2)	With regard to 2/3 of the original grant, 25% of the shares vest one year from the grant date and 75% of the shares vest in equal monthly increments over the following three years. With regard to 1/3 of the original grant, 25% of the shares vest two years from the grant date and 75% of the shares vest in equal monthly increments over the following three years. This option may be immediately exercisable with the consent of Genentech.

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