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, 1999

       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
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                        identification number)

                1 DNA Way, South San Francisco, California 94080-4990
                (Address of principal executive offices and zip code)

                                    (650) 225-1000
                 (Registrant's telephone number, including area code)

         Securities registered pursuant to Section 12(b) of the Act:

=============================================================================
  Title of Each Class               Name of Each Exchange on Which Registered
-----------------------------------------------------------------------------
Common Stock, $0.02 par value                New York 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.  [ X ]

The approximate aggregate market value of voting stock held by nonaffiliates
of the registrant is $11,769,690,559 as of December 31, 1999. (A)

Number of shares of Common Stock outstanding as of December 31, 1999:
  258,110,279

             Documents incorporated by reference:
                                                          PARTS INCORPORATED
                       DOCUMENT                               BY REFERENCE

(1) Annual Report to stockholders for the year ended                 II
    December 31, 1999 (specified portions)

(2) Definitive Proxy Statement with respect to the 2000             III
    Annual Meeting of Stockholders to be filed by Genentech,
    Inc. with the Securities and Exchange Commission
    (hereinafter referred to as "Proxy Statement")
-----------------------------------------------------------------------------
(A) Excludes 170,603,286 shares of Common Stock held by Directors, Officers
    and stockholders whose ownership exceeds five percent of the Common Stock
    outstanding at December 31, 1999 and Roche Holdings, Inc. which was
    calculated based on their filings as of December 31, 1999, with the
    Securities and Exchange Commission pursuant to Section 13(g) of the
    Securities Exchange Act of 1934.  As of February 7, 2000, it is
    unconfirmed whether any other person or entity holds greater than five
    percent of the registrant's Common Stock.  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.

    In this Form 10-K, "Genentech," "we," "us" and "our" refer to Genentech,
    Inc., "Common Stock" refers to Genentech's Common Stock, par value $0.02
    per share, and "Special Common Stock" refers to Genentech's callable
    putable Common Stock, par value $0.02 per share.  In addition, all
    numbers relating to the number of shares and price per share of Common
    Stock and Special Common Stock give effect to the two-for-one split of
    our Common Stock on November 2, 1999.




                               GENENTECH, INC.
                                 SIGNATURES


Pursuant to the requirements 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.


   Date:  April 27, 2000                    GENENTECH, INC.




                                            /s/LOUIS J. LAVIGNE, JR.
                                            ---------------------------------
                                            Louis J. Lavigne, Jr.
                                            Executive Vice President and
                                            Chief Financial Officer




                                            /s/JOHN M. WHITING
                                            ---------------------------------
                                            John M. Whiting
                                            Controller and
                                            Chief Accounting Officer