UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM 10-K/A

(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, 1997

       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)

1 DNA Way                      
South San Francisco, California  94080-4990       
(650) 225-1000

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

The approximate aggregate market value of voting stock held by nonaffiliates 
of the registrant is $2,143,366,690 as of February 13, 1998. (A)

Number of shares of Common Stock outstanding as of February 13, 1998: 
  76,621,009
Number of shares of Callable Putable Common Stock outstanding as of
  February 13, 1998:   48,148,527

             Documents incorporated by reference:
                                                          PARTS INCORPORATED
                       DOCUMENT                               BY REFERENCE

(1) Annual Report to stockholders for the year ended                 II
    December 31, 1997 (specified portions)

(2) Definitive Proxy Statement with respect to the 1998             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 92,386,281 shares of Common Stock and Callable Putable Common 
Stock held by Directors, Officers and stockholders whose ownership exceeds five 
percent of either the Common Stock or Callable Putable Common Stock outstanding 
at February 13, 1998 (the holdings of FMR Corp., Goldman Sachs & Co. and The 
Goldman Sachs Group, L.P. were calculated based on their holdings as of 
December 31, 1997).  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

                              AMENDMENT NO. 1



The undersigned registrant hereby amends its Annual Report on Form 10-K for 
the fiscal year ended December 31, 1997, to include Restated Financial Data 
Schedules for the following periods as a result of its adoption of Statement 
of Financial Accounting Standards No. 128, Earnings Per Share:

    - Year Ended December 31, 1996.
    - Year Ended December 31, 1995.
    - Quarter Ended March 31, 1997.
    - Quarter Ended June 30, 1997.
    - Quarter Ended September 30, 1997.
    - Quarter Ended March 31, 1996.
    - Quarter Ended June 30, 1996.
    - Quarter Ended September 30, 1996.

Accordingly, the undersigned hereby amends the following items, financial 
statements, exhibits or other reports of its Annual Report on Form 10-K for 
the year ended December 31, 1997, as set forth below:


                                     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 1997 Annual Report to Stockholders and are incorporated herein by 
reference pursuant to Item 8 of this Form 10-K.


                                                             Page(s) in
                                                             1997 Annual
                                                        Report to Stockholders
                                                        ----------------------
  Consolidated Statements of Income for each 
   of the three years in the period ended 
   December 31, 1997                                               42

  Consolidated Statements of Cash Flows for each 
   of the three years in the period ended 
   December 31, 1997                                               43

  Consolidated Balance Sheets at December 31, 
   1997 and 1996                                                   44

  Consolidated Statements of Stockholders' Equity 
   for each of the three years in the period ended 
   December 31, 1997                                               45

  Notes to Consolidated Financial Statements                      46-60

  Report of Ernst & Young LLP, Independent Auditors                61

  Quarterly Financial Data (unaudited)                             61


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, 1997.


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.(1)

   3.2    Amended Certificate of Incorporation.(5)

   3.3    Restated By-Laws.(3)

   4.1    Indenture, dated March 27, 1987 ("Indenture") for U.S. $150,000,000
           5% Convertible Subordinated Debentures due 2002.(2)

   4.2    First Supplemental to Indenture, dated August 17, 1990.(3)

   4.3    Second Supplemental to Indenture, dated October 18, 1995. (7)

  10.1    Patent License Agreement with Columbia University dated October 12,
           1988.(2)

  10.2    Amended and Restated Contract for the Sale and Distribution of
           Protropin dated as of March 1, 1991.(4)

  10.3    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.(5)

  10.4    Amended and Restated Governance Agreement, dated October 25, 1995,
           between the Company and Roche Holdings, Inc.(5)

  10.5    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.(5)

  10.6    Guaranty Agreement between Genentech and Roche Holding, Ltd dated
           as of October 25, 1995.(5)

  10.7    Guiding Principles for the Genentech/Roche Relationship.(8)

  13.1    1997 Annual Report to Stockholders.(11)

  23.1    Consent of Ernst & Young LLP, Independent Auditors.(11)

  27.1    Financial Data Schedule - year ended December 31, 1997.(11)

  27.2    Restated Financial Data Schedule - year ended December 31, 1996.(12)

  27.3    Restated Financial Data Schedule - year ended December 31, 1995.(12)

  27.4    Restated Financial Data Schedule - quarter ended March 31, 1997.(12)

  27.5    Restated Financial Data Schedule - quarter ended June 30, 1997.(12)

  27.6    Restated Financial Data Schedule - quarter ended September 30, 
           1997.(12)

  27.7    Restated Financial Data Schedule - quarter ended March 31, 1996.(12)

  27.8    Restated Financial Data Schedule - quarter ended June 30, 1996.(12)

  27.9    Restated Financial Data Schedule - quarter ended September 30, 
           1996.(12)

  28.1    Description of the Company's capital stock.(1)

  99.1*   1984 Incentive Stock Option Plan, as amended and restated as of
           October 16, 1996.(8)

  99.2*   1984 Non-Qualified Stock Option Plan, as amended and restated
           as of October 16, 1996.(8)

  99.3*   Restated Relocation Loan Program.(4)

  99.4*   Restated 401(k) Plan.(7)

  99.5*   1990 Stock Option/Stock Incentive Plan, as amended and restated
           as of October 16, 1996.(8)

  99.6*   Supplemental Plan.(4)

  99.7*   1994 Stock Option Plan, as amended and restated as of October 16,
           1996.(8)

  99.8*   1996 Stock Option/Stock Incentive Plan, as amended and restated 
           as of October 16, 1996.(8)

  99.9*   Deferred Compensation Plan.(8)

  99.10*  1991 Employee Stock Plan, as amended April 10, 1997.(9)

  99.11*  Incentive Units Plan.(10)

* 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, 1986 and incorporated herein by reference.
(2)   Filed as an exhibit to Annual Report on Form 10-K for the year ended
      December 31, 1987 and incorporated herein by reference.
(3)   Filed as an exhibit to Annual Report on Form 10-K for the year ended
      December 31, 1990 and incorporated herein by reference.
(4)   Filed as an exhibit to Annual Report on Form 10-K for the year ended
      December 31, 1991 and incorporated herein by reference.
(5)   Filed as an exhibit to Form S-4 dated October 25, 1995 (registration
      statement no. 33-59949) and incorporated herein by reference.
(6)   Filed as an exhibit to Form S-8 dated October 25, 1995 (registration
      statement no. 33-59949-01) and incorporated herein by reference.
(7)   Filed as an exhibit to Annual Report on Form 10-K for the year 
      ended December 31, 1995 and incorporated herein by reference. 
(8)   Filed as an exhibit to Annual Report on Form 10-K for the year 
      ended December 31, 1996 and incorporated herein by reference.
(9)   Filed as an exhibit to the Quarterly Report on Form 10-Q filed for the
      quarterly period ended March 31, 1997 and incorporated herein by
      reference.
(10)  Filed as an exhibit to the Quarterly report on Form 10-Q filed for the
      quarterly period ended June 30, 1997 and incorporated herein by
      reference.
(11)  Filed as an exhibit to Annual Report on Form 10-K for the year ended
      December 31, 1997 and incorporated herein by reference.

(12)  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,
     1997.

<TABLE>
                                                                        SCHEDULE II


                                       GENENTECH, INC.
                              VALUATION AND QUALIFYING ACCOUNTS
                        Years Ended December 31, 1997, 1996 and 1995
                                       (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, 1997:      $   7,869      $  13,976     $  (7,310)    $  14,535 
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1996:      $   6,672      $  12,320     $ (11,123)    $   7,869
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1995:      $   4,422      $  10,972     $  (8,722)    $   6,672
                                     ==========     ==========    ==========    ==========
  
Inventory reserves:

  
  Year Ended December 31, 1997:      $   9,279      $   5,901     $  (3,125)    $  12,055 
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1996:      $   6,909      $   4,950     $  (2,580)    $   9,279
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1995:      $  13,008      $   3,690     $  (9,789)    $   6,909 
                                     ==========     ==========    ==========    ==========
  
Reserve for non-marketable 
 equity securities:


  Year Ended December 31, 1997:      $   4,990      $     500     $       -     $   5,490
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1996:      $   5,092      $       -     $    (102)    $   4,990
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1995:      $   4,623      $     469     $       -     $   5,092
                                     ==========     ==========    ==========    ==========

<FN>

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

                                   SIGNATURES


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


                                        GENENTECH, INC.
                                        Registrant
Date:  April 3, 1998
                                        By:  /S/JOHN M. WHITING
                                            ----------------------------------
                                             John M. Whiting
                                             Controller and Chief Accounting
                                              Officer
                                             (Principal Accounting Officer)




Pursuant to the requirements of the Securities Exchange Act of 1934, this 
amendment 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           President, Chief Executive    April 3, 1998
---------------------------       Officer and Director
     Arthur D. Levinson


Principal Financial Officer:

  /S/LOUIS J. LAVIGNE, JR.        Executive Vice President      April 3, 1998
---------------------------       and Chief Financial Officer
     Louis J. Lavigne, Jr.        



















Director:

     HERBERT W. BOYER*            Director                      April 3, 1998
---------------------------
     Herbert W. Boyer

     JONATHAN K.C. KNOWLES*       Director                      April 3, 1998
---------------------------
     Jonathan K.C. Knowles

     FRANZ B. HUMER*              Director                      April 3, 1998
---------------------------
     Franz B. Humer

     LINDA F. LEVINSON*           Director                      April 3, 1998
---------------------------
     Linda F. Levinson

     J. RICHARD MUNRO*            Director                      April 3, 1998
---------------------------
     J. Richard Munro

     DONALD L. MURFIN*            Director                      April 3, 1998
---------------------------
     Donald L. Murfin

     JOHN T. POTTS, JR.*          Director                      April 3, 1998
---------------------------
     John T. Potts, Jr.

     C. THOMAS SMITH, JR.*        Director                      April 3, 1998
---------------------------
     C. Thomas Smith, Jr.

     DAVID S. TAPPAN, JR.*        Director                      April 3, 1998
---------------------------
     David S. Tappan, Jr.


*by: /S/JOHN M. WHITING
---------------------------
(John M. Whiting, Attorney-in-Fact)



<TABLE>
                     INDEX OF EXHIBITS FILED WITH FORM 10-K/A
                      FOR THE YEAR ENDED DECEMBER 31, 1997

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


   27.2       Restated Financial Data Schedule - year ended December 31, 1996.

   27.3       Restated Financial Data Schedule - year ended December 31, 1995.

   27.4       Restated Financial Data Schedule - quarter ended March 31, 1997.

   27.5       Restated Financial Data Schedule - quarter ended June 30, 1997.

   27.6       Restated Financial Data Schedule - quarter ended September 30,
               1997.

   27.7       Restated Financial Data Schedule - quarter ended March 31, 1996.

   27.8       Restated Financial Data Schedule - quarter ended June 30, 1996.

   27.9       Restated Financial Data Schedule - quarter ended September 30,
               1996.
</TABLE>
2