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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION





|(Mark One)                                  |                                                                                         
|------------------------------------------- | ----------------------------------------------------------------------------------------
|[x]                                         | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2004
|or                                         
|[  ]                                        | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                            | For the transition period from    to    .                                               

Commission file number: 1-9813



GENENTECH, INC.



|A Delaware Corporation(State or other jurisdiction
of incorporation or organization)                        | 94-2347624(I.R.S. Employer
Identification Number)
|----------------------------------------------------------------------------------------------------------- | -------------------------------------------------
|                                                                                                           
|1 DNA Way, South San Francisco, California  94080-4990(Address of principal executive offices and zip code) | (650) 225-1000(Telephone Number)                 





|Securities registered pursuant to Section 12(b) of the Act:
|-----------------------------------------------------------
|Title of Each Class                                        
|Common Stock, $0.02 par value                              

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [x]  No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of Act).   Yes [x]  No [  ]

The approximate aggregate market value of voting stock held by non-affiliates of the registrant is $26,401,075,180 as of June 30, 2004.(A)

Number of shares of Common Stock outstanding as of February 14, 2005:  1,046,299,857

Documents incorporated by reference:



|Definitive Proxy Statement with respect to the 2005 Annual Meeting of Stockholders to be filed by Genentech, Inc. with the Securities and Exchange Commission (hereinafter referred to as "Proxy Statement") | Part III
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------

______________

|(A) | Excludes 587,259,934 shares of Common Stock held by directors and executive officers of Genentech and Roche Holdings, Inc.
|--- | --------------------------------------------------------------------------------------------------------------------------





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EXPLANATORY NOTE:

We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission on February 28, 2005, for the sole purpose of filing a corrected version of Exhibit 32.1 in order to correct a typographical error.  The original Exhibit 32.1, Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, erroneously referred to the "Annual Report of Genentech, Inc. on Form 10-K for the year ended December 31, 2003" instead of December 31, 2004 with respect to the certification of Genentech's then Chief Financial Officer, Louis J. Lavigne, Jr.  Mr. Lavigne retired as Chief Financial Officer from Genentech as of March 5, 2005, and David A. Ebersman assumed that office as of such date.



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





|      |              |  | GENENTECH, INC.
Registrant
|----- | ------------ |  | --------------------------
|      |              | 
|      |              |  |                           
|      |              |  |                           
|Date: | May 16, 2005 |  | By:                       
|      |              |  |                           
|      |              |  |                           
|      |              |  |                           

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:



|Signature                     |  | Title                                |  | Date        
|----------------------------- |  | ------------------------------------ |  | ------------
|                              |  |                                      |  |             
|Principal Executive Officer:  |  |                                      |  |             
|                              |  |                                      |  |             
|                              |  |                                      |  |             
|/s/ ARTHUR D. LEVINSON        |  | Chairman and Chief Executive Officer |  | May 16, 2005
|                              |  |                                      |  |             
|Arthur D. Levinson            |  |                                      |  |             
|                              |  |                                      |  |             
|                              |  |                                      |  |             
|Principal Financial Officer:  |  |                                      |  |             
|                              |  |                                      |  |             
|                              |  |                                      |  |             
|/s/ DAVID A. EBERSMAN         |  | Senior Vice President and            |  | May 16, 2005
|                              |  |                                      |  |             
|David A. Ebersman             |  | Chief Financial Officer              |  |             
|                              |  |                                      |  |             
|                              |  |                                      |  |             
|Principal Accounting Officer: |  |                                      |  |             
|                              |  |                                      |  |             
|                              |  |                                      |  |             
|/s/ JOHN M. WHITING           |  | Vice President, Controller, and      |  | May 16, 2005
|                              |  |                                      |  |             
|John M. Whiting               |  | Chief Accounting Officer             |  |             



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|Signature             |  | Title    |  | Date        
|--------------------- |  | -------- |  | ------------
|                      |  |          |  |             
|Directors:            |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|*                     |  | Director |  | May 16, 2005
|                      |  |          |  |             
|Herbert W. Boyer      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|*                     |  | Director |  | May 16, 2005
|                      |  |          |  |             
|William M. Burns      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|*                     |  | Director |  | May 16, 2005
|                      |  |          |  |             
|Erich Hunziker        |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|*                     |  | Director |  | May 16, 2005
|                      |  |          |  |             
|Jonathan K.C. Knowles |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|*                     |  | Director |  | May 16, 2005
|                      |  |          |  |             
|Mark Richmond         |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|                      |  |          |  |             
|*                     |  | Director |  | May 16, 2005
|                      |  |          |  |             
|Charles A. Sanders    |  |          |  |             





|*  By: | /s/ JOHN M. WHITING             
|------ | --------------------------------
|       |                                 
|       | John M. Whiting
Attorney-in-fact



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EXHIBIT INDEX



|Exhibit No. | Description
|----------- | -----------
|            |            
|32.1        |            



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