SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  Form 10-K

                                  (Mark One)

X      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the year ended: December 31, 1995

       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                         94-2347624
                                       (I.R.S. employer identification number)

 460 Point San Bruno Boulevard                      (415) 225-1000
South San Francisco, California  94080-4990       (telephone number)

         Securities registered pursuant to Section 12(b) of the Act:
==============================================================================
Title of Each Class                  Name of Each Exchange on Which Registered
------------------------------------------------------------------------------
Redeemable Common Stock,             New York Stock Exchange
$.02 par value                       Pacific Stock Exchange
==============================================================================
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.  

The approximate aggregate market value of voting stock held by nonaffiliates 
of the registrant is $1,965,462,444 as of March 15, 1996. (A)

Number of shares of Common Stock outstanding as of March 15, 1996:  
   76,621,009
Number of shares of Special Common Stock outstanding as of March 15, 1996:
   43,496,307
Number of shares of Redeemable Common Stock outstanding as of March 15, 1996:
   None

             Documents incorporated by reference:
                                                          PARTS INCORPORATED
                       DOCUMENT                               BY REFERENCE

(1) Annual Report to stockholders for the year ended                 II
    December 31, 1995 (specified portions)

(2) Definitive Proxy Statement with respect to the 1996             III
    Annual Meeting of Stockholders filed by Genentech, Inc. 
    (SEC file No. 1-9813) with the Securities and Exchange 
    Commission (hereinafter referred to as "Proxy Statement")

-----------------------------------------------------------------------------
(A) Excludes 82,768,861 shares of Common Stock and Special Common Stock 
held by Directors, Officers and stockholders whose ownership exceeds five 
percent of either the Common Stock or Special Common Stock outstanding at 
March 15, 1996.  Exclusion of shares held by any person should not be 
construed to indicate that such person possesses the power, direct or 
indirect, to direct or cause the direction of the management or policies of 
the registrant, or that such person is controlled by or under common control 
with the registrant.


                                     PART I
ITEM 1.   BUSINESS

Genentech, Inc. (the Company) is a biotechnology company that discovers, 
develops, manufactures and markets human pharmaceuticals produced by 
recombinant DNA technology for significant unmet medical needs. The Company 
manufactures and markets five products directly in the United States and to  
F. Hoffmann-La Roche Ltd. (HLR) for sales outside of the United States, and 
receives royalties from sales of five other products which originated from the 
Company's technology.

Cautionary Statement Identifying Important Factors that Could Cause the 
Company's Actual Results to Differ from those Projected in Forward Looking 
Statements

In connection with the "safe harbor" provisions of the Private Securities 
Litigation Reform Act of 1995, Genentech, Inc. is hereby filing a cautionary 
statement identifying important factors that could cause the Company's actual 
results to differ materially from those projected in forward looking 
statements of the Company made by, or on behalf of, the Company.

The following factors could affect Genentech's actual future results, 
including its product sales, royalties, expenses and net income, and could 
cause them to differ from any forward looking statements made by or on behalf 
of the Company:

  -  Decisions by HLR to exercise its rights to develop and sell products and 
potential products of the Company in non-U.S. markets or, alternatively, to 
not exercise such rights.

  -  Increased competition in the growth hormone market. Three companies 
received Food and Drug Administration (FDA) approval in 1995 to market their 
growth hormone products for treatment of growth hormone inadequacy in 
children, and a fourth company is seeking approval to sell human growth 
hormone to treat AIDS wasting. The Company expects competition to have an 
adverse effect on its sales of Protropin, registered trademark, and Nutropin, 
registered trademark. Other factors that may influence sales of these products 
include the availability of third party reimbursement for the cost of growth 
hormone therapy and the outcome of litigation involving the Company's patents 
for growth hormone and related processes, including that referred to above.

  -  Acceptance of Pulmozyme, registered trademark, as a treatment for cystic 
fibrosis. Factors that may influence the future sales of Pulmozyme include 
physician perception of the number and kinds of patients who will benefit from 
such therapy, the availability of third party reimbursement for the costs of 
therapy, the timing of the development of alternative therapies for the 
treatment and care of cystic fibrosis, whether and when additional indications 
are approved for Pulmozyme, and the cost of Pulmozyme therapy.

  -  Variation of royalty, contract and other revenues. These revenues will 
continue to fluctuate due to the timing of non-U.S. approvals, if any, for 
products licensed to HLR, whether and when contract benchmarks are achieved, 
the initiation of new contractual arrangements, including the exercise of 
product options by HLR, and the conclusion of existing arrangements with other 
companies and HLR.

  -  Successful development of products. The Company intends to continue to 
develop new products. Successful pharmaceutical product development is highly 
uncertain and is dependent on numerous factors, many of which are beyond the 
Company's control. Products that appear promising in the early phases of 
development may fail to reach market for numerous reasons. They may be found 
to be ineffective or to have harmful side effects in clinical or preclinical 
testing, may fail to receive necessary regulatory approvals, may turn out to 
be uneconomical because of manufacturing costs or other factors, or they may 
be precluded from commercialization by the proprietary rights of others.  
Success in preclinical and early clinical trials does not ensure that large 
scale clinical trials will be successful. Clinical results are frequently 
susceptible to varying interpretations which may delay, limit or prevent 
regulatory approvals. The length of time necessary to complete clinical trials 
and from submission of an application for marketing approval to a final 
decision by a regulatory authority varies significantly and may be difficult 
to predict.

  -  Uncertainties surrounding proprietary rights.  The patent positions of 
pharmaceutical and biotechnology companies can be highly uncertain and involve 
complex legal and factual questions. Accordingly the breadth of claims allowed 
in such company's patents cannot be predicted. Patent disputes are frequent 
and can preclude commercialization of products. The Company has in the past 
and may in the future be involved in material patent litigation. Such 
litigation is costly in its own right and could subject the Company to 
significant liabilities to third parties and, if decided adversely, the 
Company may need to obtain third party licenses or cease using the technology 
or product in dispute. As discussed above, the presence of patent or other 
proprietary rights belonging to other parties may lead to the termination of 
research and development of a particular product.


Agreement with Roche Holdings, Inc.

On October 25, 1995, a new agreement (the Agreement) with Roche Holdings, Inc. 
(Roche) was approved by Genentech's non-Roche stockholders to extend for four 
years Roche's option to cause Genentech to redeem (call) the outstanding 
callable putable common stock (special common stock) of the Company at 
predetermined prices. In conjunction with that Agreement, HLR was granted an 
option at terms discussed below for ten years for licenses to use and sell 
certain of Genentech's products in non-U.S. markets.  As a general matter, 
such option for a Genentech product must be exercised at, or prior to if 
Genentech mutually agrees, the conclusion of phase II clinical trials for each 
product.  In general, for each product for which HLR exercises its option 
(option product), the Company and HLR will share equally all development 
expenses, including preclinical, clinical, process development and related 
expenses, incurred by the Company through that date and prospectively, with 
respect to the development of the product in the United States.  HLR will pay 
all non-U.S. development expenses.  In general, Genentech will supply HLR's 
clinical requirements of option products at cost and its commercial 
requirements at cost plus 20%.  In general, HLR will pay a royalty of 12.5% 
until a product reaches $100 million in aggregate sales outside of the United 
States, at which time the royalty rate increases to 15%.  In addition, HLR has 
exclusive rights to, and pays the Company 20% royalties on, Canadian sales of 
the Company's existing approved products in Canada, and European sales of 
Pulmozyme, registered trademark.  Consequently, in the fourth quarter of 1995, 
the Company transferred to HLR the rights to its Canadian product sales, and 
its European sales of Pulmozyme, and commenced recording royalty revenue from 
HLR on such sales.  The Company supplies its products to HLR, and has agreed 
to supply products for which HLR exercises its option, for sales outside of 
the United States at cost plus 20%.  In 1995, the Company recorded special 
charges totaling $25 million, of which $21 million related to expenses 
associated with the Agreement.  Depending on whether HLR does or does not 
exercise its option to develop and sell each of the Company's future products,  
future levels of the Company's product sales, royalties and contract revenue, 
as well as R&D and other expenses, could vary significantly from 1995 levels 
both on an annual and quarter-to-quarter basis.






Products

Genentech has developed and currently manufactures and markets five products 
in the United States: Activase, registered trademark, (Alteplase, recombinant) 
recombinant tissue plasminogen activator; Protropin, (somatrem for injection) 
recombinant growth hormone; Nutropin, [somatropin (rDNA origin) for injection] 
human growth hormone; Pulmozyme, (dornase alfa) inhalation solution; and 
Actimmune, registered trademark, (Interferon gamma-1b) recombinant interferon 
gamma. 

Activase:  Tissue plasminogen activator (t-PA) is an enzyme that is produced 
naturally by the body to dissolve blood clots.  However, when a blood clot 
obstructs blood flow in the coronary artery and causes a heart attack, the 
body is unable to produce enough t-PA to dissolve the clot rapidly enough to 
prevent damage to the heart.  Through recombinant DNA technology, Genentech 
produces Activase, a recombinant form of t-PA, in sufficient quantity for 
therapeutic use.  The United States Food and Drug Administration (FDA) 
approved Activase for marketing in the United States in 1987 for the treatment 
of acute myocardial infarction (AMI or heart attack) and in 1990 for use in 
the treatment of acute pulmonary embolism (blood clots in the lungs).  
Genentech submitted a Product License Application in March 1996, for Activase 
for treatment of patients suffering from acute ischemic stroke, based on 
results of a multi-year Phase III clinical study conducted by the National 
Institute of Neurological Disorders and Stroke (NINDS).

Phase II studies are being performed to evaluate a second generation of t-PA 
which is anticipated to be easier to administer, work faster, cause less 
unwanted bleeding and require smaller doses than Activase.

In exchange for royalty payments, Genentech has licensed marketing rights to 
recombinant t-PA in Japan to Kyowa Hakko Kogyo, Ltd. (Kyowa) and Mitsubishi 
Kasei Corporation (Mitsubishi).  Kyowa and Mitsubishi are marketing forms of 
recombinant t-PA under the trademarks Activacin, registered trademark, and 
GRTPA, registered trademark, respectively.  In a number of countries outside 
of the United States, Canada and Japan, Genentech has licensed t-PA marketing 
and manufacturing rights to Boehringer Ingelheim International GmbH 
(Boehringer).  Genentech has also licensed certain rights to Boehringer 
regarding future sales of the second generation of t-PA, which is currently 
under development.  Boehringer markets recombinant t-PA under the trademark 
Actilyse, registered trademark.  Prior to February 1995 t-PA was marketed in 
Canada by Genentech under the Activase trademark and by Boehringer under the 
trademark Lysatec.  In February 1995, Genentech purchased all t-PA Canadian 
marketing rights from Boehringer.  Pursuant to the Agreement with Roche, 
Genentech subsequently granted these rights to HLR, which began selling 
Activase in Canada on December 1, 1995, and Genentech began receiving a 
royalty on such sales.

Protropin:  Human growth hormone is a naturally occurring human protein 
produced in the pituitary gland.  It regulates metabolism and is responsible 
for growth in children.  A recombinant growth hormone product developed by 
Genentech, Protropin was approved by the FDA in 1985 for marketing in the 
United States for the treatment of growth hormone inadequacy in children.

In exchange for royalty payments, Genentech licensed rights to recombinant 
growth hormone outside the United States and Canada to Pharmacia & Upjohn, 
which manufactures and markets recombinant growth hormone under the trademarks 
Somatonorm, registered trademark, and Genotropin, registered trademark.  Under 
the terms of the agreement with Pharmacia & Upjohn, and effective in late 
1995, Genentech now has the right to sell growth hormone in certain European 
countries and Pharmacia & Upjohn have the right to sell their own growth 
hormone in the United States and Canada.  Pursuant to the Agreement with 
Roche, Genentech granted exclusive rights to sell Protropin in Canada to HLR, 
which began selling Protropin in Canada on December 1, 1995, and Genentech 
receives a royalty on such sales.
Nutropin:  Nutropin is a human growth hormone similar to Protropin; however, 
it does not have the additional amino acid, methionine, found in the Protropin 
chemical structure.  It was approved by the FDA in March 1994 for marketing 
for the treatment of growth hormone inadequacy in children. Nutropin was 
approved in November 1993 and launched in January 1994 for marketing in the 
United States for the treatment of growth hormone inadequacy in children due 
to chronic renal insufficiency (CRI). CRI causes irreversible damage to the 
kidneys and a variety of other medical problems, including growth hormone 
inadequacy.  The condition affects an estimated 3,000 children in the United 
States.  Nutropin has been designated an Orphan Drug for treatment of growth 
hormone inadequacy in children with CRI in the United States.  In December 
1995, the Company received regulatory approval to market Nutropin AQ, 
trademark, [somatropin (rDNA origin) injection], a liquid formulation of 
Nutropin, aimed at providing improved convenience in administration.  In 
October 1995, Genentech submitted a New Drug Application for approval to 
market Nutropin human growth hormone for the treatment of growth failure 
associated with Turner syndrome.  Phase II clinical trials are currently 
underway with Nutropin to treat growth hormone inadequacy in adults.  Pursuant 
to the Agreement with Roche, Genentech granted the right to sell Nutropin in 
Canada to HLR, and Genentech will receive a royalty on any such sales.

Pulmozyme:  Pulmozyme is marketed in the United States for the management of 
cystic fibrosis, for which it has Orphan Drug designation in the United 
States.  There are an estimated 22,000 patients with cystic fibrosis in the 
U.S., a significant portion of whom are expected to be candidates for 
treatment.  Pursuant to the Agreement with Roche, and effective during the 
fourth quarter of 1995, the Company granted Roche the exclusive right to sell 
Pulmozyme in Europe and Canada in return for a royalty on such sales.

The Data Safety Monitoring Board for the trial recommended in July 1995 to 
terminate the Phase III trial of Pulmozyme in patients hospitalized for acute 
episodes of chronic obstructive pulmonary disease, due to lack of demonstrable 
benefit shown in the interim analysis of the study.  Genentech accepted this 
recommendation and halted enrollment.

Actimmune:  Actimmune is approved in the United States for the treatment of 
chronic granulomatous disease (CGD), a rare, inherited disorder of the immune 
system which affects an estimated 250 to 400 Americans.  Actimmune received 
designation by the FDA in 1990 as an Orphan Drug for the treatment of CGD in 
the United States.  Phase III clinical trials are ongoing to investigate the 
use of Actimmune to treat renal cell carcinoma, a cancer of the kidneys.  
Depending on clinical trial results, the Company hopes to expand the market 
potential of Actimmune over time by obtaining new approvals for indications 
with larger populations, but such expansion is not assured.  Additionally, the 
Company receives royalty payments from Boehringer from the sale of interferon 
gamma in certain countries outside of the United States, Canada and Japan.

Licensed Products:  

In addition to the royalties mentioned above, the Company also receives 
royalties on the following products:

         Product                 Trademark              Company
____________________________    ____________  ______________________________
Recombinant human insulin        Humulin      Eli Lilly and Company (Lilly)
Human growth hormone             Humatrope    Eli Lilly and Company
Recombinant interferon alpha     Roferon-A    Hoffmann-La Roche, Inc.
Hepatitis B vaccine              Recombivax   Merck and Company, Inc.
Hepatitis B vaccine              Engerix-B    Smith-Kline Beecham 
                                                Pharmaceuticals (SKB)
Factor VIII                      Kogenate     Bayer Corporation
Bovine growth hormone            Posilac      Monsanto Corporation

In December 1994, the Company and Lilly reached an agreement regarding all 
patent infringement and contract actions then pending between the two parties. 
Under the terms of the settlement, Lilly agreed to pay the Company up to $145 
million ($25 million in 1994, and 16 quarterly payments of $7.5 million, $30.0 
million of which was received and recorded as revenue by Genentech in 1995), 
subject to possible offsets and contingent upon Humulin  continuing to be 
marketed in the United States, and the Company granted Lilly licenses, options 
to licenses, or immunities from suit for certain of the Company's patents. 
Future payments are required from Lilly on sales of these products.

Products in Development:  As part of Genentech's program of research and 
development, a number of other products are in various stages of development.  
Product development efforts cover a wide range of disorders or medical 
conditions, including cancer, respiratory disorders, cardiovascular diseases, 
endocrine disorders, inflammatory and immune problems, and neurological 
disorders.

In addition to the new indications for existing products discussed above, 
below is a summary of products in clinical development:

<TABLE>
<CAPTION>
Product                             Description
--------------------------------    ------------------------------------------------
<S>                                 <C>  
Phase III
---------
Anti-HER2 Humanized Monoclonal      A humanized monoclonal antibody targeted against
  Antibody                          a protein receptor, which may be useful in the
                                    treatment of breast cancer.

Auriculin (registered trademark)    A hormone that occurs naturally in the heart 
  Anaritide                         which may be useful in treating acute renal
                                    failure (being developed under a collaboration
                                    between the Company and Scios Nova Inc.).

IDEC-C2B8                           A monoclonal antibody which may be useful 
                                    in the treatment of non-Hodgkin's B-cell 
                                    lymphomas (being developed under a collaboration
                                    between the Company and IDEC Pharmaceuticals, Inc.).
Phase II
--------
Anti-IgE Humanized Monoclonal       A humanized IgE monoclonal antibody designed to
   Antibody                         interfere early in the process that leads to 
                                    symptoms of allergy such as allergic rhinitis
                                    and asthma.

Nerve Growth Factor                 A protein that may aid the treatment of peripheral
                                    neuropathy.

IGF-I                               A protein that is being studied to determine if
                                    it can improve blood glucose control in type I and
                                    II diabetics (type I trials are in phase III).

Oral IIbIIIa antagonist             An inhibitor of platelet aggregation that may
                                    be useful in the prevention of unwanted 
                                    clotting in certain cardiovascular conditions
                                    (being developed under a collaboration between
                                    the Company and Roche).
Phase I
-------
Thrombopoietin (TPO)                A protein that is being studied for treatment of 
                                    thrombocytopenia, a reduction in clot-inducing
                                    platelets, in cancer patients treated with
                                    chemotherapy.
</TABLE>


In conjunction with the Agreement with Roche, HLR was granted an option for 
ten years for licenses to use and sell certain of Genentech's products in non-
U.S. markets.  As a general matter, such option for a Genentech product must 
be exercised at, or prior to if Genentech mutually agrees, the conclusion of 
phase II clinical trials for each product.  In general, for each product for 
which HLR exercises its option, the Company and HLR will share equally all 
development expenses, including preclinical, clinical, process development and 
related expenses, incurred by the Company through that date and prospectively, 
with respect to the development of the product in the United States.  HLR will 
pay all non-U.S. development expenses.  In the past Genentech has licensed the 
foreign rights to some of its products to major foreign pharmaceutical 
companies and actively coordinated development and clinical programs with 
these partners. In some cases Genentech has retained manufacturing rights to 
the licensed products. The Company has retained United States marketing rights 
for its products currently under development.

In March 1995, Genentech entered into a collaboration with IDEC 
Pharmaceuticals Corp. (IDEC) to develop IDEC's anti-CD20 monoclonal antibody, 
IDEC-C2B8, for the treatment of non-Hodgkin's B-cell lymphomas.  A Phase III 
clinical trial has begun.  Under the terms of the agreement, Genentech and 
IDEC have agreed to copromote IDEC-C2B8 in the United States and Canada, with 
IDEC receiving a share of the profits.  Genentech has commercialization rights 
throughout the rest of the world except Japan.  Genentech exercised its option 
rights regarding Asia (except Japan) during the fourth quarter of 1995. In 
conjunction with the Agreement with Roche, Genentech has granted an option to 
HLR to use and sell IDEC-C2B8 in all countries, except the United States, in 
which Genentech has rights under its agreement with IDEC.  HLR exercised that 
option.  IDEC will receive royalties on sales outside the United States and 
Canada.  In connection with the collaboration, Genentech  provided $9 million 
in preferred equity investments and licensing fees, and will provide $17.5 
million in additional equity funding prior to U.S. approval ($2.5 million of 
which was provided in 1995), and up to $30.5 million in milestone and option 
payments.  In February 1996, Genentech expanded its collaboration with IDEC to 
include IDEC-Y2B8, a complementary radioisotopic version of the drug, for the 
treatment of more severe forms of B-cell lymphomas.  Genentech's equity 
investment in IDEC at December 31, 1995 has a book value, which equals market 
value, of $28.8 million.

In February 1996, the Company agreed to invest in Genenvax, Inc., a new 
company created to develop gp120, Genentech's potential vaccine for the 
prevention of HIV.  Genentech will provide an initial equity investment of $1 
million and then an additional $1 million along with other private investors.  
After the close of private financing, Genentech will have the right to 
maintain a 25% equity investment in Genenvax.  Genenvax will receive exclusive 
rights to gp120.

Genentech has a collaboration with Scios Nova Inc. (Scios Nova) for the 
development of Scios Nova's Auriculin for the treatment of acute renal failure 
in the United states and Canada.  The results of the Phase III trial announced 
in May 1995 were equivocal in all primary endpoints with the exception of a 
prospectively defined endpoint relating to Oliguric (low urine output) 
patients.  Scios Nova is pursuing another Phase III trial for acute renal 
failure in relation to this sub-population of oliguric patients.  Under terms 
of the collaboration, the companies have agreed to copromote Auriculin in the 
United States and Canada, sharing profits from its commercialization.  The 
Company received exclusive rights to all markets outside the United States and 
Canada subject to a royalty obligation to Scios Nova.  In connection with the 
collaboration, Genentech purchased Scios Nova non-voting preferred stock for 
$20 million, which is convertible into shares of Scios Nova common stock.  A 
portion of this preferred stock was subsequently sold.  Genentech's equity 
holding in Scios Nova at December 31, 1995 has a book value, which equals 
market value, of $7.6 million.  The Company established a line of credit for 
$30 million that Scios Nova may draw down at Scios Nova's discretion through 
December 31, 1997 directly from the bank with immediate repayment of the funds 
due to the bank by the Company.  Amounts drawn by Scios Nova under the bank 
letter of credit or directly from the Company are repayable in the form of 
cash or Scios Nova common stock (at the market price prevailing on the date of 
repayment) at Scios Nova's option any time through December 30, 2002.  
Interest on amounts borrowed by Scios Nova accrue to the Company at the prime 
rate of interest.  At December 31, 1995, no amounts were drawn.  In addition 
the Company agreed to pay $50 million in benchmark payments, conditional on 
achieving certain predetermined commercialization goals.  Under the Roche 
Agreement, HLR has an option with respect to the development and non-U.S. 
sales of Auriculin.

Distribution

Genentech has a marketing department and a United States-based pharmaceutical 
sales and distribution organization for its human pharmaceuticals.  
Genentech's sales efforts are focused on specialist physicians based at major 
medical centers in the United States.  In general, products are sold to 
distributors or directly to hospital pharmacies or medical centers.  Genentech 
utilizes common pharmaceutical company marketing techniques, including 
advertisements, direct mail, and other methods.

Genentech's products are available at no charge to qualified patients under 
Genentech's uninsured patient programs in the United States.  Genentech has 
established the Genentech Endowment for Cystic Fibrosis so qualified cystic 
fibrosis patients in the United States who need Pulmozyme can gain assistance 
in obtaining it.

During 1995, Genentech provided certain marketing programs relating to 
Activase.  The Activase Stocking Assistance Program provided extended payment 
terms, up to 195 days, to wholesalers on certain orders, subject to certain 
restrictions on the timing and quantities of the orders.  Additionally, a 
comprehensive wastage replacement program exists for Activase which, subject 
to specific conditions, provides customers the right to return Activase to 
Genentech for replacement related to both patient related product wastage and 
product expiry.  Genentech maintains the right to renew, modify or discontinue 
the above programs.

As discussed in the "Notes to Consolidated Financial Statements" in the 
Company's 1995 Annual Report to Stockholders (Part II, Item 8 of the Form   
10-K), the Company has certain customers who provided over 10% of total 
revenues. Also discussed in the note are revenues from foreign customers in 
1995, 1994 and 1993.

Raw Materials

Raw materials and supplies required for the production of Genentech's 
principal products are generally available in quantities adequate to meet the 
Company's needs.

Proprietary Technology - Patents and Trade Secrets

Genentech has a policy of seeking patents on inventions arising from its 
ongoing research and development activities.  Patents issued or applied for 
cover inventions ranging from basic recombinant DNA techniques to processes 
relating to specific products and to the products themselves.  The Company has 
either been granted patents or has patent applications pending which relate to 
a number of current and potential products, including products licensed to 
others.  Genentech considers that in the aggregate its patent applications, 
patents and licenses under patents owned by third parties are of material 
importance to its operations.  Important legal issues remain to be resolved as 
to the extent and scope of available patent protection for biotechnology 
products and processes in the United States and other important markets 
outside of the United States.  Genentech expects that litigation will likely 
be necessary to determine the validity and scope of certain of its proprietary 
rights.  Genentech is currently involved in a number of patent lawsuits, as 
either a plaintiff or defendant, and administrative proceedings relating to 
the scope of protection of its patents and those of others.  These lawsuits 
and proceedings may result in a significant commitment of Company resources in 
the future.  There can be no assurance that the patents Genentech obtains or 
the unpatented proprietary technology it holds will afford Genentech 
significant commercial protection.

In general, Genentech has obtained licenses from various parties which it 
deems to be necessary or desirable for the manufacture, use or sale of its 
products. These licenses (both exclusive and non-exclusive) generally require 
Genentech to pay royalties to the parties on product sales.

The Company's trademarks, ACTIVASE, PROTROPIN, NUTROPIN, NUTROPIN AQ, 
PULMOZYME and ACTIMMUNE in the aggregate are considered to be of material 
importance and are registered in the United States Patent and Trademark Office 
and in other countries throughout the world.

Royalty income recognized by the Company during 1995, 1994 and 1993 for patent 
licenses, know-how and other related rights amounted to $190.8 million, $126.0 
million and $112.9 million, respectively.  In 1995, 1994 and 1993 the Company 
incurred royalty expenses amounting to $54.8 million, $50.5 million and $41.9 
million, respectively, under licenses from others.

Competition

Genentech faces competition, and believes significant long-term competition 
can be expected, from large pharmaceutical and chemical companies as well as 
biotechnology companies.  This competition can be expected to become more 
intense as commercial applications for biotechnology products increase.  Some 
competitors, primarily large pharmaceutical companies, have greater clinical, 
regulatory and marketing resources and experience than Genentech.  Many of 
these companies have commercial arrangements with other companies in the 
biotechnology industry to supplement their own research capabilities.

The introduction of new products or the development of new processes by 
competitors or new information about existing products may result in price 
reductions or product replacements, even for products protected by patents.  
However, the Company believes its competitive position is enhanced by its 
commitment to research leading to the discovery and development of new 
products and manufacturing methods.  Other factors which should help the 
Company meet competition include ancillary services provided to support its 
products, customer service, and dissemination of technical information to 
prescribers of its products and to the health care community including payers.

Over the longer term, the Company's (and its partners') ability to successfully 
market current products, expand their usage and bring new products to the 
marketplace will depend on many factors, including the effectiveness and safety 
of the products, FDA and foreign regulatory agencies' approvals for new 
indications, the degree of patent protection afforded to particular products, 
and the effect of the advent of managed care as an important purchaser of 
pharmaceutical products. The Company believes it has strong patent protection 
or the potential for strong patent protection for a number of its products that 
generate sales and royalty revenue or that it is developing; however, the 
courts will determine the ultimate strength of patent protection of the 
Company's products and those on which the Company earns royalties.

Activase:  In 1990, the Company began co-sponsorship of a major comparative 
mortality trial in AMI known as GUSTO (Global Utilization of Streptokinase and 
Activase for Occluded coronary arteries).  The GUSTO trial results, as 
reported in the "New England Journal of Medicine" in 1993, demonstrated that 
the use of an accelerated administration of Activase with intravenous heparin 
is a key to saving more lives following a heart attack than the use of 
streptokinase.  The GUSTO trial showed that among patients receiving treatment 
using an accelerated dose of Activase, combined with the blood thinning agent 
heparin, administered intravenously, heart attack patient mortality was 
reduced by as much as 14% over other thrombolytic regimens studied in the 
trial.  The positive results from the GUSTO trial have helped increase 
Activase's market share in 1995 to 75% in the United States for the treatment 
of AMI. In April 1995, the FDA approved for marketing the accelerated dosage, 
allowing revised labeling for Activase incorporating data from the GUSTO 
study.  Factors which may influence future Activase sales include: the 
increase in market demand for thrombolytic therapies; the continued impact of 
the GUSTO trial results; physicians' personal experiences in the 
administration of thrombolytic therapy; and the increased use of angioplasty 
as an alternative to thrombolytic therapy.

Genentech is aware of other companies actively pursuing the development for 
the United States market of nonrecombinant or recombinant t-PA or derivatives 
of that substance, and additional companies or combinations of companies 
pursuing the development of other types of potentially competitive 
thrombolytic agents.  Genentech is conducting Phase II clinical trials on a 
second generation of t-PA which, subject to the ultimate outcome of the 
studies, could have a favorable impact on the Company's competitive position.  
Although Genentech believes it will have a strong patent position with respect 
to t-PA, its patents may not cover products with similar functions which are 
not based on t-PA, and competitors have been and may continue to be successful 
in developing effective thrombolytic agents which are not covered by 
Genentech's patents.

Protropin and Nutropin:  Protropin was approved in late 1985 and was 
designated an Orphan Drug which provided seven years of market exclusivity for 
its use in the treatment of growth hormone inadequacy in children.  In 1987, a 
product similar to Nutropin, produced by Lilly and marketed under the 
trademark Humatrope, was approved for treatment of growth hormone inadequacy 
in children and was designated an Orphan Drug.  Protropin was protected from 
some possible additional competition until March 1994, by virtue of the 
designation of Lilly's Humatrope as an Orphan Drug.  Three other companies - 
Bio-Technology General, Novo Nordisk and Pharmacia & Upjohn - received FDA 
approval in 1995 to market their growth hormone products for the treatment of 
growth hormone inadequacy in children.  Pharmacia & Upjohn initiated product 
launch activities in late 1995.  On December 29, 1995, Genentech received 
clearance from the FDA to market Nutropin AQ, the first and only liquid 
(aqueous) recombinant human growth hormone product available.  Nutropin AQ is 
approved for the same indications as Nutropin.

Based on information currently available, Protropin and Nutropin have 
approximately a 66% share of the United States market for treatment of 
children with growth hormone inadequacy. It is expected that new and potential 
competition in the growth hormone market discussed above will have an adverse 
effect on the Company's Protropin and Nutropin sales which, depending on the 
extent and type of competition, could be material to the Company's total 
growth hormone sales.  Other factors that may influence future growth hormone 
sales include the availability of third party reimbursement for the costs of 
such therapies, and the outcome of litigation involving the Company's patents 
for growth hormone and related processes, including actions described above.

Pulmozyme:  Sales of Pulmozyme for the management of cystic fibrosis in the 
United States, Canada and some countries in Europe began in early 1994.  In 
accordance with the Agreement with Roche, in the fourth quarter of 1995, HLR 
obtained exclusive rights to sell Pulmozyme outside of the United States, and 
Genentech receives a royalty on such sales.  Factors which may influence 
future sales of Pulmozyme for the management of cystic fibrosis include: the 
number and kinds of patients benefiting from such therapy; physicians' 
personal experiences in the use and administration of the therapy; the 
availability of third party reimbursement for the cost of such therapy; the 
development of alternative therapies for the treatment and cure of cystic 
fibrosis; the development of additional indications for using Pulmozyme; and 
the cost of Pulmozyme therapy.

Actimmune:  Actimmune received designation as an Orphan Drug by the FDA in 
1990 for the treatment of CGD.

Government Regulation

The pharmaceutical industry is subject to stringent regulation with respect to 
product safety and efficacy by various federal, state and local authorities.  
Of particular significance are the FDA's requirements covering research and 
development, testing, manufacturing, quality control, labeling and promotion 
of drugs for human use. A pharmaceutical product cannot be marketed in the 
United States until it has been approved by the FDA, and then can only be 
marketed for the indications and claims approved by the FDA.  As a result of 
these requirements, the length of time, the level of expenditures and the 
laboratory and clinical information required for approval of an NDA (New Drug 
Application), a PLA (Product License Application) or an ELA (Establishment 
License Application) are substantial and can require a number of years, 
although recently revised regulations are designed to reduce somewhat the time 
for approval of new products.

Although it is difficult to predict the ultimate effect, if any, these matters 
or any other pending or future legislation, regulations or government actions 
may have on its business, the Company believes that the development of new and 
improved products which address unmet medical needs should enable it to 
compete effectively within this environment.

Research and Development

A major portion of the Company's operating expenses to date have been related 
to the research and development of products either on its own behalf or under 
contracts.  During 1995, 1994 and 1993 the Company's research and development 
expenses were $363.0 million, $314.3 million and $299.4 million, respectively.  
The Company has sponsored approximately 95%, 98% and 99% of its research and 
development for the years 1995, 1994 and 1993, respectively.

The Company's research efforts have been the primary source of the Company's 
products.  The Company intends to maintain its strong commitment to research 
as an essential component of its product development effort.  In the future, 
licensed technology developed by outside parties could become an additional 
source of potential products.

Human Resources

As of December 31, 1995 Genentech had 2,842 employees in the United States, 
Europe, Canada and Japan.

Environment

Genentech seeks to comply with all applicable statutory and administrative 
requirements concerning environmental quality.  The Company has made, and will 
continue to make, the necessary expenditures for environmental compliance and 
protection.  Expenditures for compliance with environmental laws have not had 
and are not expected to have a material effect on the Company's capital 
expenditures, earnings or competitive position.


ITEM 2.   PROPERTIES

Genentech's major facilities are located in a research and industrial park in 
South San Francisco, California in both leased and owned properties.  The 
Company currently utilizes approximately 1.6 million square feet of its 
facilities for research and development, manufacturing, marketing and 
administrative activities.  Approximately two-thirds of the square footage is 
in owned property, a portion of which is subject to a $0.4 million mortgage, 
and the remainder is leased.  The Company has made and continues to make 
improvements to these properties to accommodate its growth.  In addition, the 
Company owns approximately 16 acres adjacent to its current facilities that 
may be used for future expansion.  In 1995, the Company began development of a 
new manufacturing facility of approximately 0.4 million square feet in 
Vacaville, California under a leasing arrangement.  Completion of the project 
is expected in three years.  The Company also has leases for certain 
additional office facilities in several locations in the United States.

Genentech believes its facilities are in good operating condition and that the 
real property owned or leased, combined with the new Vacaville site, are 
adequate for all present and foreseeable future uses.  Genentech believes any 
additional facilities could be obtained or constructed with the Company's 
capital resources.


ITEM 3.   LEGAL PROCEEDINGS

The Company is a party to various legal proceedings including patent 
infringement cases involving human growth hormone products and Activase; a 
patent infringement and trade secret misappropriation case involving 
antibodies to IgE; product liability cases; and employment related cases.  

The Company and its directors are defendants in two suits filed in California 
challenging their actions in connection with the Company's 1990 merger with a 
wholly owned subsidiary of Roche Holdings, Inc. (Roche).  There has been no 
activity in these actions since 1990 and no further reference will be made to 
them in future filings unless they again become active.  In addition, the 
Company, its directors, two former directors and Roche are defendants in a 
number of suits filed in Delaware, which have been consolidated in a single 
action, by certain individual stockholders purporting to represent 
stockholders as a class alleging, in general, breach of their fiduciary duties 
to the Company in connection with the then proposed extension of Roche's 
option to cause the Company to redeem the outstanding non-Roche owned 
redeemable common stock and transactions related thereto.  The Company, Roche 
and the attorneys representing the plaintiff stockholders have entered into a 
memorandum of understanding settling all claims against the defendants in 
these actions except the 1990 suits.  In connection with the settlement, if 
approved by the court, Roche would increase the prices at which it could cause 
Genentech to redeem the non-Roche owned special common stock by $0.50 per 
share per quarter, to a final price of $82.50 in the quarter ending June 30, 
1999, and Genentech would pay the plaintiffs' attorneys up to $3.5 million in 
attorneys' fees, and in connection with the then proposed merger, Genentech 
would absorb the termination costs of up to six Europe-based Genentech 
employees.

On June 28, 1995 and August 10, 1995 the U.S. District Court for the Southern 
District of New York issued preliminary injunctions against Novo Nordisk A/S 
and certain of its affiliates (Novo) and Bio-technology General Corporation 
and its affiliate (BTG), respectively, which prohibit each of them, pending 
the Court's final determination of the action, from importing, making, using 
and selling their human growth hormone products in the United States.  Each of 
Novo and BTG appealed the Court's decision.  On February 26, 1996, the U.S. 
Court of Appeals for the Federal Circuit overturned the preliminary injunction 
against Novo, but has not yet ruled on BTG's appeal.  Future court decisions 
will determine whether Novo's and BTG's products will be permanently enjoined 
from the U.S. market.

The Company has received and responded to grand jury document subpoenas from 
the United States District Court for the Northern District of California for 
documents relating to Genentech's clinical, sales, and marketing activities 
associated with human growth hormone.

On August 19, 1994 and August 30, 1994 two class action suits were filed in 
the U.S. District Court for the District of Minnesota against Genentech, one 
of its executives, Caremark International, Inc. (Caremark), certain of its 
executives and Dr. David R. Brown alleging, in general, causes of action under 
the Racketeer Influenced and Corrupt Organizations Act and various state 
statutory and common law theories.  In addition, the suits allege that the 
defendants made improper payments to Dr. Brown in connection with Dr. Brown's 
prescription of Protropin for the plaintiffs rather than a competing product, 
and that the plaintiffs were injured by purchasing Protropin at costs 
approximately 30% higher than a competing product.  A similar suit was filed 
in the U.S. District Court for the District of South Dakota, Southern 
Division, on July 13, 1995 against Genentech, Caremark and Dr. Brown, alleging 
the same causes of action as above as well as intentional infliction of 
emotional distress but not state and common law claims.  The two Minnesota 
actions and the South Dakota action are in the discovery phase.

Based upon the nature of the claims made and the investigations completed to 
date by the Company and its counsel, the Company believes the outcome of the 
above actions will not have a material adverse effect on the financial 
position, results of operations or cash flows of the Company.  However, were 
an unfavorable ruling to occur in any quarterly period, there exists the 
possibility of a material impact on the net income of that period.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At a Special Meeting of Stockholders on October 25, 1995, one matter was voted 
upon.  The Company's non-Roche stockholders approved the transaction with 
Roche.  A tabulation of the votes is as follows:

            For:                 28,448,215
            Against:                449,603
            Abstain:                133,568
            Broker non-votes:     1,204,212

See also the section "Agreement with Roche Holdings, Inc." under Item 1. 
"BUSINESS" for a further discussion of the transaction with Roche.



<TABLE>
<CAPTION>
                             GENENTECH, INC.

                            EXECUTIVE OFFICERS


The executive officers of the Company and their respective ages and positions 
with the Company are as follows:

Name                          Age Position
<S>                           <C> <C>
Arthur D. Levinson, Ph.D.     45  President and Chief Executive Officer
John P. McLaughlin            44  Executive Vice President and Secretary
William D. Young              51  Executive Vice President 
Louis J. Lavigne, Jr.         47  Senior Vice President and Chief Financial Officer
Barry M. Sherman, M.D.        54  Senior Vice President and Chief Medical Officer

Gregory Baird                 45  Vice President - Corporate Communications
R. Jerald Beers               47  Vice President - Marketing
David W. Beier                47  Vice President - Government Affairs
Robert Garnick, Ph.D.         46  Vice President - Quality
Marty Glick                   46  Vice President and Treasurer
Bradford S. Goodwin           41  Vice President and Controller
Dennis J. Henner, Ph.D.       44  Vice President - Research Technology
Paul F. Hohenschuh            53  Vice President - Manufacturing
Edmon R. Jennings             48  Vice President - Corporate Development
Stephen G. Juelsgaard         47  Vice President, General Counsel and
                                   Assistant Secretary
Cynthia J. Ladd               40  Vice President - Corporate Law
M. David MacFarlane, Ph.D.    55  Vice President - Regulatory Affairs
Polly Moore, Ph.D.            48  Vice President - Information Resources
James P. Panek                42  Vice President - Engineering and Facilities
Kim Popovits                  37  Vice President - Sales
Stephen Raines, Ph.D.         58  Vice President - Intellectual Property and 
                                   Assistant Secretary
Nicholas J. Simon             41  Vice President - Business and Corporate
                                   Development
David Stump, M.D.             46  Vice President and Genentech Fellow
<FN>
All officers are elected annually by the Board of Directors.  There is no 
family relationship among any of the officers or directors.
</TABLE>

Business Experience

Dr. Levinson was appointed President and Chief Executive Officer in July 1995.  
He was elected Senior Vice President in December 1992.  Dr. Levinson has held 
a number of other positions, including Vice President of Research, subsequent 
to joining the Company in May 1980 as a Senior Scientist.

Mr. McLaughlin was appointed Executive Vice President in January 1996.  He had 
served as Senior Vice President and Secretary since July 1994. He was elected 
Senior Vice President, General Counsel and Secretary in 1993, and elected Vice 
President, General Counsel and Secretary in 1989.  He joined the Company as 
Vice President of Government Affairs in September 1987 from Royer, Shacknai & 
Mehle, a Washington, D.C. law firm, where he was a partner.  Mr. McLaughlin 
was Counsel to the House Energy and Commerce Subcommittee on Health and the 
Environment and earlier served as counsel to the House Subcommittee on 
Consumer Protection and Finance.





Mr. Young was appointed Executive Vice President in January 1996.  He was 
elected Senior Vice President in August 1988.  He was Vice President of 
Manufacturing and Process Science from April 1983 until 1988.  Mr. Young 
joined the Company in September 1980 as Director of Manufacturing from Eli 
Lilly and Company.

Mr. Lavigne was elected Senior Vice President in July 1994.  He was elected 
Chief Financial Officer in August 1988 and elected Vice President in July 
1986.  Mr. Lavigne joined the Company in July 1982, became Controller in May 
1983 and an officer of the Company in February 1984. 

Dr. Sherman was elected Senior Vice President and Chief Medical Officer in 
February 1995 and had served as Vice President of Medical Affairs since 
February 1989.  He joined the Company in 1985 as Director of Clinical 
Research.  Prior to joining the Company, he was Professor of Medicine, 
Associate Chairman of the Department of Internal Medicine and Director of the 
Clinical Research Center at the University of Iowa.

Mr. Baird joined the Company in February 1992 as Vice President of Corporate 
Communications.  Prior to joining Genentech, Mr. Baird was employed by G.D. 
Searle & Co. for five years as Vice President of Corporate Communications.

Mr. Beers was elected Vice President of Marketing in October 1995.  He joined 
the Company in November 1989 as Director of Marketing and New Product 
Planning.  In 1994, he was promoted to General Manager, Genentech Canada, Inc.  
Prior to joining Genentech, Mr. Beers held various positions in sales, 
marketing and business development in the pharmaceuticals industry for about 
twenty years, most recently at Dupont Pharmaceuticals, Inc.

Mr. Beier joined the Company in March 1989 as Vice President of Government 
Affairs.  Prior to joining Genentech, Mr. Beier spent 10 years as counsel to 
the Committee on the Judiciary of the United States House of Representatives 
where he was responsible for intellectual property and international trade 
issues.

Dr. Garnick was elected Vice President of Quality in April 1994.  He was 
Senior Director of Quality Control from 1990 to 1994 and Director of Quality 
Control from 1988 to 1990.  Dr. Garnick joined the Company in August 1984 from 
Armour Pharmaceutical.  

Mr. Glick was elected Vice President in July 1991.  He joined the Company in 
June 1987 as Director of Tax and was elected Treasurer in July 1990.  Before 
joining Genentech, Mr. Glick was employed by Levi Strauss & Co. for seven 
years, most recently as Director of Tax Planning.

Mr. Goodwin was promoted to Controller in June 1989 and elected Vice President 
in July 1993.  Previously he was the Director of Financial Planning and 
Analysis, the Assistant Controller and the General Auditor.  He joined 
Genentech in April 1987.

Dr. Henner was elected Vice President of Research Technology in July 1994.
From 1990 to 1994 he was Senior Director of Research Technology.  Dr. Henner 
joined the Company in 1981 as a Scientist in Research.  Prior to joining 
Genentech, Dr. Henner was at Scripps Clinic and Research Foundation.

Mr. Hohenschuh was elected Vice President of Manufacturing in September 1989.  
He was Vice President of Biochemical Manufacturing from July 1986 until 1989 
and Senior Director of Biochemical Manufacturing from June 1985 to June 1986.  
Mr. Hohenschuh joined the Company in October 1982 as Director of Biochemical 
Manufacturing.





Mr. Jennings transferred to Business and Corporate Development as Vice 
President of Corporate Development in December 1995.  He was elected to Vice 
President of Sales and Marketing in January 1994 and had served as Vice 
President of Sales since December 1990.  He joined the Company in September 
1985 as Western Area Sales Manager.  Prior to joining Genentech, Mr. Jennings 
was Western Region Sales Manager of Bristol-Myers' Oncology Division.  Mr. 
Jennings held various sales and management positions during his twelve-year 
career with Bristol-Myers.

Mr. Juelsgaard was elected Vice President, General Counsel and Assistant 
Secretary in July 1994, and was elected Vice President of Corporate Law in 
February 1993.  He joined the Company in 1985 as Corporate Counsel and 
subsequently held the positions of Senior Corporate Counsel and Chief 
Corporate Counsel.

Ms. Ladd was appointed Vice President of Corporate Law in February 1996.  
Previously she was Chief Corporate Counsel.  She joined the Company in 1989 as 
Corporate Counsel.

Dr. MacFarlane joined the Company in August 1989 as Vice President of 
Regulatory Affairs.  Dr. MacFarlane was employed by Glaxo, Inc. from 1978 
until he joined Genentech.  At Glaxo, Dr. MacFarlane had served as Vice 
President of Regulatory Affairs, Director of Regulatory Affairs, and Director 
of Research and Professional Services.

Dr. Moore was elected Vice President of Information Resources in April 1994. 
She was Senior Director of Information Resources from July 1992 to 1994 and 
Director of Computer Resources from November 1987 to June 1992.  Dr. Moore 
joined Genentech in August 1982 as a Senior Systems Analyst in Scientific 
Computing.

Mr. Panek was elected Vice President of Engineering and Facilities in July 
1993.  He joined the Company in 1982 and held a number of positions in the 
manufacturing division before becoming Director of Engineering and Facilities 
in 1988.  Prior to joining Genentech, Mr. Panek was employed by Eli Lilly and 
Company for six years.

Ms. Popovits was elected Vice President of Sales in October 1994.  She was 
Director of Field Sales from January 1993 to 1994 and Regional Manager of the 
Sales Department from October 1989 to December 1992.  Ms. Popovits was at 
Dupont Critical Care for six years prior to joining the Company in November 
1987 as Division Manager in the Southeast region. 

Dr. Raines was elected Vice President of Intellectual Property in March 1989 
and Assistant Secretary in April 1989.  He joined the Company as Vice 
President of Patents in May 1988.  Dr. Raines was employed by Warner-Lambert 
Company from 1973 to 1988 holding numerous positions in the Legal Division and 
ultimately acted as Counsel for the Intellectual Property Department.

Mr. Simon was appointed Vice President of Business and Corporate Development 
in December 1995, and was elected Vice President of Business Development in 
December 1994.  He was Senior Director of Business Development from December 
1993 to 1994.  Mr. Simon joined Genentech as a Director in Business 
Development in December 1989 from Xoma Corporation.

Dr. Stump was named a Genentech Fellow in January 1996, and was elected Vice 
President of Clinical Research in 1995.  He was Senior Director of Clinical 
Research from 1991 to 1995, and joined the Company as Director of Clinical 
Research in 1989.  Prior to joining Genentech, Dr. Stump was an Associate 
Professor of Medicine and Biochemistry at the University of Vermont.




                                 PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS

The section labeled "Common Stock, Special Common Stock and Redeemable Common 
Stock Information", and footnotes labeled "Merger and New Agreement with Roche 
Holdings, Inc." and "Capital Stock" in the Notes to Consolidated Financial 
Statements, appearing on pages 66, 56 through 57, and 58 through 60, 
respectively, of the Company's 1995 Annual Report to Stockholders are 
incorporated herein by reference.

ITEM 6.   SELECTED FINANCIAL DATA

The section labeled "11-Year Financial Summary" appearing on pages 64 and 65 
of the Company's 1995 Annual Report to Stockholders is incorporated herein by 
reference.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATION

The section labeled "Financial Review" appearing on pages 33 through 39 of the 
Company's 1995 Annual Report to Stockholders is incorporated herein by 
reference.

ITEM 8.   CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements and Notes to Consolidated Financial 
Statements appearing on pages 41 through 62, the Report of Ernst & Young LLP, 
Independent Auditors, appearing on page 63 and the section entitled "Quarterly 
Financial Data (unaudited)" appearing on page 63 of the Company's 1995 Annual 
Report to Stockholders are incorporated herein by reference.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

Not applicable.



                                     PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) The sections labeled "Nominees" and "Section 16 Reporting" appearing on 
pages 3 through 6 and 16 of the Company's Proxy Statement in connection with 
the 1996 Annual Meeting of Stockholders are incorporated herein by reference.

(b) Information concerning the Company's Executive Officers is set forth in 
Part I of the Form 10-K.

ITEM 11.   EXECUTIVE COMPENSATION

The sections labeled "Executive Compensation", "Compensation of Directors", 
"Compensation of Executive Officers", "Summary of Compensation", "Stock Option 
Grants and Exercises", "Employment Agreements", "Loans and Other Compensation" 
and "Compensation Committee Interlocks and Insider Participation" appearing on 
pages 16 through 24 and 26 of the Company's Proxy Statement in connection with 
the 1996 Annual Meeting of Stockholders are incorporated herein by reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

The sections labeled "Merger with Roche Holdings, Inc.", "Principal 
Stockholders of Genentech" and "Security Ownership of Management" appearing on 
pages 1 through 3 and 14 through 15 of the Company's Proxy Statement in 
connection with the 1996 Annual Meeting of Stockholders are incorporated 
herein by reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 

The section labeled "Certain Relationships and Related Transactions" appearing 
on pages 27 through 29 of the Company's Proxy Statement in connection with the 
1996 Annual Meeting of Stockholders is incorporated herein by reference.


                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. Index to Financial Statements

The following Financial Statements and supplementary data are included in
the Company's 1995 Annual Report to Stockholders and are incorporated herein 
by reference pursuant to Item 8 of this Form 10-K.


                                                             Page(s) in
                                                             1995 Annual
                                                        Report to Stockholders
                                                        ----------------------
  Consolidated Statements of Income for each 
   of the three years in the period ended 
   December 31, 1995                                              41      

  Consolidated Statements of Cash Flows for each 
   of the three years in the period ended 
   December 31, 1995                                              42

  Consolidated Balance Sheets at December 31, 
   1995 and 1994                                                  43

  Consolidated Statements of Stockholders' Equity 
   for each of the three years in the period ended 
   December 31, 1995                                              44

  Notes to Consolidated Financial Statements                     45-62

  Report of Ernst & Young LLP, Independent Auditors               63

  Quarterly Financial Data (unaudited)                            63


2. Financial Statement Schedule

The following schedule is filed as part of this Form 10-K:

Schedule II- Valuation and Qualifying Accounts for each of the three years in 
the period ended December 31, 1995.





All other schedules are omitted because they are not applicable, or not 
required, or because the required information is included in the
consolidated financial statements or notes thereto.

3. Exhibits 

   Exhibit No.                          Description
   -----------                          -----------

   3.1    Certificate of Incorporation.(2)

   3.2    By-laws.(2)

   3.3    Amended Certificate of Incorporation.(13)

   3.4    Restated By-Laws.(7)

   4.1    Indenture, dated March 27, 1987 ("Indenture") for U.S. $150,000,000
           5% Convertible Subordinated Debentures due 2002.(3)

   4.2    First Supplemental to Indenture, dated August 17, 1990.(7)

   4.3    Second Supplemental to Indenture, dated October 18, 1995. (14)

  10.1*   Agreements dated February 12, 1985 and May 14, 1985 between the
           Company and G. Kirk Raab.(1)
  
  10.2    Patent License Agreement with Columbia University dated October 12,
           1988.(3)

  10.3    Amended and Restated Contract for the Sale and Distribution of
           Protropin dated as of March 1, 1991.(8)

  10.4*   Agreement dated April 15, 1988 between the Company and G. Kirk
           Raab.(5)

  10.5*   Employment Agreement, dated October 25, 1989, between the Company
           and G. Kirk Raab.(6)

  10.6    Agreement and Plan of Merger, dated as of May 23, 1995, as amended
           and restated, among the Company, Roche Holdings, Inc. and HLR
          (U.S.) II, Inc. with exhibits.(13)

  10.7*   Agreements dated June 27, 1989 between the Company and G. Kirk 
           Raab.(6)

  10.8*   Amended Employment Agreement, dated July 31, 1990, between the 
           Company and G. Kirk Raab.(7)

  10.9    Amended Governance Agreement, dated September 7, 1990, between the
           Company and Roche Holdings, Inc.(13)
  
  10.10   Heads of Agreement, dated as of February 11, 1992, between the 
           Company and F. Hoffmann-LaRoche Ltd.(8)

  10.11   Agreement dated June 6, 1991 between the Company and Grandview 
           Drive Joint Venture.(8)

  10.12*  Agreements dated October 17, 1990 between the Company and G. Kirk 
           Raab.(8)

  10.13*  Agreement dated March 17, 1992 between the Company and Robert A. 
           Swanson.(8)

  10.14*  Letter Agreement, dated July 7, 1995, between the Company
           and G. Kirk Raab.(14)

  10.15   Agreement between Genentech and F. Hoffman-La Roche Ltd. 
           regarding commercialization of Genentech's products outside the
           United States dated as of October 25, 1995.(13)

  10.16   Guaranty Agreement between Genentech and Roche Holding, Ltd. dated
           as of October 25, 1995.(13)

  10.17*  Agreement between the Company and G. Kirk Raab dated April 14, 
           1995.(14)

  10.18   Amended and Restated Lease Agreement, dated December 8, 1995,
           between the Company and BNP Leasing Corporation.(14)

  10.19   Amended and Restated Purchase Agreement, dated December 8, 1995,
           between the Company and BNP Leasing Corporation.(14)

  13.1    1995 Annual Report to Stockholders.(14)

  23.1    Consent of Ernst & Young LLP, Independent Auditors.(14)

  27.1    Financial Data Schedule.(14)

  28.1    Description of the Company's capital stock.(2)

  99.1*   1984 Incentive Stock Option Plan, as amended and restated as of
           October 25, 1995.(12)

  99.2*   Restated 1984 Non-Qualified Stock Option Plan, as amended and 
           restated as of October 25, 1995.(12)

  99.3*   Restated Relocation Loan Program.(8)

  99.4*   Restated 401(k) Plan.(14)

  99.5*   1991 Employee Stock Plan, as amended and restated as of October
           25, 1995.(9)

  99.6*   1990 Stock Option/Stock Incentive Plan, as amended and restated
           as of October 25, 1995.(11)

  99.7*   Supplemental Plan.(8)

  99.8*   1994 Stock Option Plan, as amended and restated as of October 25,
           1995.(10)

  99.9*   1996 Stock Option/Stock Incentive Plan.(14)



* As required by Item 14(a)(3) of Form 10-K, the Company identifies this 
Exhibit as a management contract or compensatory plan or arrangement of the 
Company.

--------------------

(1)   Filed as an exhibit to Annual Report on Form 10-K for the year ended 
      December 31, 1985 and incorporated herein by reference.
(2)   Filed as an exhibit to Annual Report on Form 10-K for the year ended
      December 31, 1986 and incorporated herein by reference.
(3)   Filed as an exhibit to Annual Report on Form 10-K for the year ended
      December 31, 1987 and incorporated herein by reference.
(4)   Filed as an exhibit to Form 8-K dated May 3, 1988 and incorporated
      herein by reference.
(5)   Filed as an exhibit to Annual Report on Form 10-K for the year ended
      December 31, 1988 and incorporated herein by reference.
(6)   Filed as an exhibit to Annual Report on Form 10-K for the year ended 
      December 31, 1989 and incorporated herein by reference.
(7)   Filed as an exhibit to Annual Report on Form 10-K for the year ended
      December 31, 1990 and incorporated herein by reference.
(8)   Filed as an exhibit to Annual Report on Form 10-K for the year ended
      December 31, 1991 and incorporated herein by reference.
(9)   Filed as an exhibit to Form S-8 dated October 25, 1995 (registration
      statement no. 33-59949-01) and incorporated herein by reference.
(10)  Filed as an exhibit to Form S-3 dated October 25, 1995 (registration
      statement no. 33-59949-02) and incorporated herein by reference.
(11)  Filed as an exhibit to Form S-3 dated October 25, 1995 (registration
      statement no. 33-59949-03) and incorporated herein by reference.
(12)  Filed as an exhibit to Form S-3 dated October 25, 1995 (registration
      statement no. 33-59949-04) and incorporated herein by reference.
(13)  Filed as an exhibit to Form S-4 dated October 25, 1995 (registration
      statement no. 33-59949) and incorporated herein by reference.
(14)  Filed with this document.





(b) Reports on Form 8-K

There were no reports on Form 8-K filed for the quarter ended December 31, 
1995.



                                   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:  March 29, 1996
                                        By:  /S/BRADFORD S. GOODWIN
                                            ----------------------------------
                                             Bradford S. Goodwin
                                             Vice President and Controller
                                             (Principal Accounting Officer)


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Louis J. Lavigne, Jr., Senior Vice President 
and Chief Financial Officer, and Bradford S. Goodwin, Vice President and 
Controller, his attorney-in-fact, with the full power of substitution, for him 
in any and all capacities, to sign any amendments to this report, and to file 
the same, with exhibits thereto and other documents in connection therewith, 
with the Securities and Exchange Commission, hereby ratifying and confirming 
all that said attorney-in-fact, or his substitute or substitutes, may do or 
cause to be done by virtue hereof.


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
     ---------                    -----                         ----


Chief Executive Officer:

  /S/ARTHUR D. LEVINSON           President, Chief Executive    March 29, 1996
---------------------------       Officer and Director
     Arthur D. Levinson


Principal Financial Officer:

  /S/LOUIS J. LAVIGNE, JR.        Senior Vice President and     March 29, 1996
---------------------------       Chief Financial Officer
     Louis J. Lavigne, Jr.        




Director:

  /S/HERBERT W. BOYER             Director                      March 29, 1996
---------------------------
     Herbert W. Boyer

  /S/JURGEN DREWS                 Director                      March 29, 1996
---------------------------
     Jurgen Drews

  /S/FRANZ B. HUMER               Director                      March 29, 1996
---------------------------
     Franz B. Humer

  /S/LINDA F. LEVINSON            Director                      March 29, 1996
---------------------------
     Linda F. Levinson

  /S/J. RICHARD MUNRO             Director                      March 29, 1996
---------------------------
     J. Richard Munro

  /S/DONALD L. MURFIN             Director                      March 29, 1996
---------------------------
     Donald L. Murfin

  /S/JOHN T. POTTS, JR.           Director                      March 29, 1996
---------------------------
     John T. Potts, Jr.

  /S/C. THOMAS SMITH, JR.         Director                      March 29, 1996
---------------------------
     C. Thomas Smith, Jr.

  /S/ROBERT A. SWANSON            Director                      March 29, 1996
---------------------------
     Robert A. Swanson

  /S/DAVID S. TAPPAN, JR.         Director                      March 29, 1996
---------------------------
     David S. Tappan, Jr.





















<TABLE>                 
                                                                              SCHEDULE II
                                       GENENTECH, INC.
                              VALUATION AND QUALIFYING ACCOUNTS
                        Years Ended December 31, 1995, 1994 and 1993
                                       (in thousands)
<CAPTION>
                                                     Additions
                                     Balance at     Charged to                  Balance at
                                    Beginning of     Costs and                    End of
                                       Period        Expenses    Deductions(1)    Period
                                     ----------     ----------    ----------    ----------
Allowance for doubtful accounts 
 and returns:
<S>                                 <C>            <C>           <C>           <C>
  Year Ended December 31, 1995:      $   4,422      $  10,972     $  (8,722)    $   6,672
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1994:      $   3,572      $   5,583     $  (4,733)    $   4,422
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1993:      $   2,220      $   4,003     $  (2,651)    $   3,572
                                     ==========     ==========    ==========    ==========
Inventory reserves:

  Year Ended December 31, 1995:      $  13,008      $   3,690     $  (9,789)    $   6,909 
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1994:      $   2,606      $  11,940     $  (1,538)    $  13,008
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1993:      $   3,094      $   1,194     $  (1,682)    $   2,606
                                     ==========     ==========    ==========    ==========
Reserve for non-marketable 
 equity securities:

  Year Ended December 31, 1995:      $   4,623      $     468     $       -     $   5,091
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1994:      $   3,875      $     748     $       -     $   4,623
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1993:      $   3,275      $     600     $       -     $   3,875
                                     ==========     ==========    ==========    ==========

<FN>
(1)  Represents amounts written off or returned against the allowance or reserves.
</TABLE>


<TABLE>


                     INDEX OF EXHIBITS FILED WITH FORM 10-K
                      FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>

                                                                   
Exhibit No.                      Description                      
-----------                      -----------                      
  <S>         <C>

    4.3        Second Supplemental to Indenture, dated October 18, 1995

   10.14       Letter Agreement, dated July 7, 1995, between the Company
                 and G. Kirk Raab 

   10.17       Agreement between the Company and G. Kirk Raab dated
                 April 14, 1995

   10.18       Amended and Restated Lease Agreement, dated December 8, 1995,
                 between the Company and BNP Leasing Corporation

   10.19       Amended and Restated Purchase Agreement, dated December 8, 1995,
                 between the Company and BNP Leasing Corporation

   13.1        1995 Annual Report to Stockholders

   23.1        Consent of Ernst & Young LLP, Independent Auditors

   27.1        Financial Data Schedule

   99.4        Restated 401(k) Plan

   99.9        1996 Stock Option/Stock Incentive Plan

</TABLE>
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