UNITED STATES
                      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 fiscal year ended December 31, 1996

       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                      
South San Francisco, California  94080-4990       
(415) 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 Stock 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 $2,124,378,536 as of March 7, 1997. (A)

Number of shares of Common Stock outstanding as of March 7, 1997:  
   76,621,009
Number of shares of Callable Putable Common Stock outstanding as of 
   March 7, 1997:   45,537,468

             Documents incorporated by reference:
                                                          PARTS INCORPORATED
                       DOCUMENT                               BY REFERENCE

(1) Annual Report to stockholders for the year ended                 II
    December 31, 1996 (specified portions)

(2) Definitive Proxy Statement with respect to the 1997             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 92,659,682 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 March 7, 1997 (the holdings of one stockholder, FMR Corp., 
were calculated based on its holdings as of December 31, 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 six products directly in the United States (U.S.) and 
sells these products to F. Hoffmann-La Roche Ltd (HLR) for HLR to sell outside 
of the United States.  Of these six products, HLR has the right to sell five 
in Canada and one in a number of countries.  In addition, the Company receives 
royalties from HLR's sales of these products and receives royalties from HLR 
and other licensees from sales of five other products which originated from 
the Company's technology.

RELATIONSHIP WITH ROCHE HOLDINGS, INC.

On October 25, 1995, the Company and Roche Holdings, Inc. (Roche) entered into 
a new agreement (the Agreement).  Each share of the Company's common stock not 
held by Roche or its affiliates on that date automatically converted to one 
share of callable putable common stock (special common stock).  The Agreement 
extends until June 30, 1999, Roche's option to cause the Company to redeem 
(call) the outstanding special common stock of the Company at predetermined 
prices. Should the call be exercised, Roche will concurrently purchase from 
the Company a like number of common shares, for a price equal to the Company's 
cost to redeem the special common stock. During the quarter beginning January 
1, 1997, the call price is $69.25 per share; it increases by $1.25 in the 
following quarter, then increases by $1.50 per share each quarter through the 
end of the option period on June 30, 1999, on which date the price is $82.50 
per share.  If Roche does not cause the redemption as of June 30, 1999, the 
Company's stockholders will have the option (the put) to cause the Company to 
redeem none, some, or all of their shares of special common stock at $60.00 
per share (and Roche will concurrently provide the necessary redemption funds 
to the Company by purchasing a like number of shares of common stock at $60.00 
per share) within thirty business days commencing July 1, 1999.  Roche Holding 
Ltd, a Swiss corporation, has guaranteed Roche's obligation under the put.

In conjunction with the Agreement, HLR was granted an option for ten years for 
licenses to use and sell certain of the Company'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 
incurred by the Company through the option exercise date and prospectively with 
respect to the development of the product in the United States. HLR will pay 
all non-U.S. development expenses.  At the Company's election, and with HLR's 
consent, HLR may reimburse the Company for HLR's share of development costs 
incurred prior to HLR's option exercise date, either by payment of such costs 
at the time of the option exercise or by making payments prospectively until 
HLR's share has been fully reimbursed to the Company.

In general, HLR pays a royalty of 12.5% until a product reaches $100 million 
in aggregate sales outside of the U.S., 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 products 
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 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 has exercised 
its option, for sales outside of the U.S. at cost plus 20%.

Under the Agreement, independent of its right to cause the Company to redeem 
the special common stock, Roche may increase its ownership of the Company up 
to 79.9% by making purchases on the open market.  Roche held approximately 
66.0% of the outstanding common equity of the Company as of December 31, 1996. 
In January and February 1997, Roche purchased additional shares of the 
Company's common equity, thereby increasing Roche's holdings to approximately 
68.0%.

Roche and the Company have developed "Guiding Principles" regarding the nature 
of their relationship should the call rights be exercised by Roche or the put 
rights be exercised by the Company's stockholders.  These Guiding Principles 
are not binding on either of the companies and are not intended to modify or 
alter in any manner any of the agreements between Roche and the Company or to 
waive any rights that either Roche or the Company may have under such 
agreements.  These Guiding Principles reflect certain of the current practices 
of the Company or how the Company and Roche will interact in certain business 
areas if the put rights or call rights are exercised.

Products

Genentech has developed and currently manufactures and markets six products in 
the U.S.: Activase, registered trademark, (Alteplase, recombinant) recombinant 
tissue plasminogen activator; Protropin, registered trademark, (somatrem for 
injection) recombinant growth hormone; Nutropin, registered trademark, 
[somatropin (rDNA origin) for injection] human growth hormone; Nutropin AQ, 
trademark, [somatropin (rDNA origin) injection] liquid formulation 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 U.S. in 1987 for the treatment of acute 
myocardial infarction (AMI or heart attack); in 1990 for use in the treatment 
of acute pulmonary embolism (blood clots in the lungs); and in June 1996 for 
the treatment of acute ischemic stroke or brain attack within three hours of 
symptom onset.  The Company is currently conducting Phase III studies to 
expand the treatment window to five hours from symptom onset in patients with 
acute ischemic stroke.  In addition, Phase II studies are being performed to 
evaluate a second generation of t-PA. 

In exchange for royalty payments, the Company 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 U.S., Canada and Japan, the Company has licensed t-PA marketing and 
manufacturing rights to Boehringer Ingelheim International GmbH (Boehringer).  
The Company 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 the Company 
under the Activase trademark and by Boehringer under the trademark Lysatec.  
In February 1995, the Company purchased all t-PA Canadian marketing rights 
from Boehringer.  Pursuant to the Agreement with Roche, the Company 
subsequently granted exclusive rights to HLR, which began selling Activase in 
Canada on December 1, 1995, and the Company began receiving a royalty on such 
sales.

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

In exchange for royalty payments, the Company licensed rights to recombinant 
growth hormone outside the U.S. 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, the Company now has the right to sell growth hormone in certain European 
countries and Pharmacia & Upjohn has the right to sell their own growth 
hormone in the U.S. and Canada.  In conjunction with 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 began 
receiving 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 U.S. 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 1996, the FDA approved 
Nutropin for the treatment of short stature associated with Turner syndrome. 
The Company has also applied for regulatory approval of Nutropin for growth 
hormone inadequacy in adults.  In conjunction with the Agreement with Roche, 
the Company granted the right to sell Nutropin in Canada to HLR, and the 
Company will receive a royalty on any such sales.

Nutropin AQ:  In December 1995, the Company received regulatory approval to 
market Nutropin AQ, a liquid formulation of Nutropin, aimed at providing 
improved convenience in administration.  Nutropin AQ was approved for the 
treatment of growth hormone inadequacy in children, growth hormone inadequacy 
in children due to CRI and short stature associated with Turner syndrome.  HLR 
has the right to sell Nutropin AQ in Canada from which the Company will 
receive a royalty on any such sales.

In addition, the Company is working in collaboration with Alkermes, Inc. to 
develop a sustained-release formulation of the Company's human growth hormone. 
Currently in Phase I/II clinical trials, this formulation is designed to free 
patients receiving growth hormone therapy from the need for daily injections.

Pulmozyme:  Pulmozyme is marketed in the U.S. for the management of cystic 
fibrosis (CF), for which it has U.S. Orphan Drug designation.  There are an 
estimated 22,000 patients with CF in the U.S., a significant portion of whom 
are expected to be candidates for treatment.  In December 1996, Pulmozyme was 
cleared for marketing by the FDA for the management of CF patients with 
advanced disease.  Phase III studies are being performed to determine whether 
early intervention with Pulmozyme can benefit young patients with preserved 
lung function.  In conjunction with 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.

Actimmune:  Actimmune is approved in the U.S. 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.  The Company receives royalty payments from Boehringer from 
the sale of interferon gamma in certain countries outside of the U.S., 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    Lilly 
Recombinant interferon alpha     Roferon-A    HLR
Hepatitis B vaccine              Recombivax   Merck and Company, Inc.
Hepatitis B vaccine              Engerix-B    Smith-Kline Beecham 
                                                Pharmaceuticals 
Factor VIII                      Kogenate     Bayer Corporation
Bovine growth hormone            Posilac      Monsanto Corporation


Royalty payments from Lilly on Humulin, trademark, sales will expire in August 
1998. 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 thereafter, $30.0 million of which was received and recorded as 
revenue by Genentech in each of 1996 and 1995), subject to possible offsets 
and contingent upon Humulin  continuing to be marketed in the United States.  
In return, 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.  These future payments from 
Lilly will expire at the end of 1998.

Through its January 1997 agreement with Roche Laboratories, Inc., a New Jersey 
corporation, the Company now has the exclusive right to market and promote 
Roche's Roferon-A, registered trademark, in the U.S. for ten years for its 
approved oncology indications, including hairy-cell leukemia, AIDs-related 
Kaposi's sarcoma and Ph-positive chronic myelogenous leukemia.  During the 
term of such agreement, the Company will receive a commission on the net sales 
of Roferon-A, and the Company shall not receive any royalty (other than as 
part of the commission) under the 1980 Roche agreement regarding such sales.

Products in Development:  As part of the Company's program of research and 
development (R&D), 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 certain types of breast cancer.

Auriculin (registered trademark)    A hormone that occurs naturally in the heart 
  Anaritide                         which may be useful in treating oliguric
                                    patients with acute renal failure (being
                                    developed under a collaboration between the
                                    Company and Scios 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.,
                                    (IDEC) and under a collaboration between the Company
                                    and Roche).  IDEC filed for regulatory approval
                                    in the first quarter of 1997.

IGF-I                               A protein that is being studied to determine if
                                    it can improve blood glucose control in type I
                                    and II diabetics.  The Company is currently 
                                    preparing for phase III clinical trials for type
                                    II diabetics.  (Roche has exercised its option
                                    for this product outside of the U.S.)

Nerve Growth Factor                 A protein that may aid the treatment of diabetic
                                    peripheral neuropathy (Roche has exercised its
                                    option for this product outside of the U.S.).  The
                                    Company is currently preparing for phase III
                                    clinical trials.

Oral IIb/IIIa 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).  The Company is 
                                    currently preparing for phase III clinical
                                    trials.
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 asthma
                                    and allergic rhinitis (being developed in 
                                    collaboration with Tanox Biosystems, Inc. and
                                    Novartis Pharmaceuticals Corporation).

Thrombopoietin (TPO)                A protein that is being studied for treatment of 
                                    thrombocytopenia, a reduction in clot-inducing
                                    platelets, in cancer patients treated with
                                    chemotherapy.
Phase I
-------
Anti-CD18                           An antibody designed to address problems 
                                    related to loss of blood flow, as in
                                    trauma.  (This is being developed in 
                                    collaboration with Roche.)

Anti-CDIIa                          An antibody designed to block the immune
                                    cells that are over-active in psoriasis.
                                    Preclinical studies suggest it also may 
                                    be useful to curb these same immune cells
                                    after an organ transplant, thus preventing
                                    rejection of the transplant.  (This is 
                                    being developed in collaboration with Xoma
                                    Corporation.)

Vascular Endothelial Growth         A protein that ischemic tissues, tissues
Factor (VEGF)                       lacking in oxygen, secrete.  It binds to
                                    receptors on nearby blood vessels and 
                                    causes angiogenesis, the formation of new
                                    blood vessels.  The Company is currently
                                    investigating the use of VEGF for the
                                    treatment of coronary ischemia.

Anti-VEGF                           An antibody developed to treat several
                                    types of cancer.  In preclinical studies,
                                    the anti-VEGF antibody resulted in 
                                    decreased vascularization and a decline in
                                    growth and metastasis of a variety of
                                    tumors.  The Company has filed an
                                    investigational new drug application (IND)
                                    to investigate its anti-VEGF antibody in a
                                    Phase I clinical trial as a potential
                                    therapy against solid tumors.
</TABLE>


In conjunction with the Agreement with Roche, HLR was granted an option for 
ten years for licenses to use and sell certain of the Company's products in 
non-U.S. markets.  In the past, the Company 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 the Company has retained manufacturing rights to the licensed products. 
The Company has retained U.S. marketing rights for its products currently 
under development.

The Company entered into a collaboration with IDEC in March 1995, to develop 
IDEC's anti-CD20 monoclonal antibody, IDEC-C2B8, for the treatment of non-
Hodgkin's B-cell lymphomas.  In the first quarter of 1997, IDEC filed for 
regulatory approval of that product.  In February 1996, the Company expanded 
its collaboration with IDEC to include two radioconjugates, IDEC-Y2B8 and 
IDEC-In2B8, for the treatment of more severe forms of B-cell lymphomas. Under 
the terms of the collaboration agreement, the Company and IDEC have agreed to 
copromote IDEC-C2B8 in the U.S. and Canada, with IDEC receiving a share of the 
profits.  The Company has commercialization rights throughout the rest of the 
world except Japan.  In conjunction with the Agreement with Roche, the Company 
has granted an option to HLR to use and sell IDEC-C2B8 in all countries, 
except the U.S., in which the Company has rights under its agreement with 
IDEC.  HLR exercised that option.  IDEC will receive royalties on sales 
outside the U.S.  In connection with the collaboration, the Company provided 
$9.0 million in preferred equity investments and licensing fees, provided 
additional equity funding of $12.5 million in 1996 and $2.5 million in 1995, 
and will provide up to $29.0 million in milestone and option payments of which 
$4.0 million was paid in 1996.  The Company's equity investment in IDEC at 
December 31, 1996 had a carrying value of $45.6 million.  

The Company has a collaboration with Scios Inc. (Scios) for the development of 
Scios's Auriculin for the treatment of acute renal failure in the U.S. 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 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 U.S. and Canada, sharing 
profits from its commercialization.  The Company received exclusive rights to 
all markets outside the U.S. and Canada subject to a royalty obligation to 
Scios.  In connection with the collaboration, the Company purchased Scios non-
voting preferred stock for $20 million, which is convertible into shares of 
Scios common stock.  A portion of this preferred stock was subsequently sold.  
The Company's equity holding in Scios at December 31, 1996, had a carrying 
value of $7.8 million.  The Company established a line of credit for $30 
million that Scios may draw down at Scios'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 under the bank letter of credit 
or directly from the Company are repayable in the form of cash or Scios common 
stock (at the market price prevailing on the date of repayment) at Scios's 
option any time through December 30, 2002.  Interest on amounts borrowed by 
Scios accrue to the Company at the prime rate of interest.  At December 31, 
1996 and 1995, no amounts were drawn.  In addition, the Company agreed to pay 
$50 million in benchmark payments, conditional on achieving certain 
predetermined commercialization goals.

Distribution

The Company has a U.S.-based pharmaceutical marketing, sales and distribution 
organization for its human pharmaceuticals.  The Company'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.  The Company utilizes common pharmaceutical 
company marketing techniques, including advertisements, direct mail, and other 
methods.

The Company's products are available at no charge to qualified patients under 
the Company's uninsured patient programs in the United States.  The Company 
has established the Genentech Endowment for Cystic Fibrosis so qualified CF 
patients in the U.S. who need Pulmozyme can gain assistance in obtaining it, 
and the Genentech Endowment for Growth Disorders, so qualified growth hormone 
disorder patients in the U.S. who need Nutropin/Protropin can gain assistance 
in obtaining it.

During 1996, the Company provided certain marketing programs relating to 
Activase.  A comprehensive wastage replacement program exists for Activase 
which, subject to specific conditions, provides customers the right to return 
Activase to the Company for replacement related to both patient related 
product wastage and product expiry.  The Company maintains the right to renew, 
modify or discontinue the above programs.

As discussed in the "Notes to Consolidated Financial Statements" in the 
Company's 1996 Annual Report to Stockholders (Part II, Item 8 of the Form 
10-K), the Company has three customers, including HLR, who provided over 10% 
of total revenues. Also discussed in the note are revenues from foreign 
customers in 1996, 1995 and 1994.

Raw Materials

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

Proprietary Technology - Patents and Trade Secrets

The Company has a policy of seeking patents on inventions arising from its 
ongoing R&D 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.  The 
Company 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 U.S. and other important markets outside of the United 
States.  The Company expects that litigation will likely be necessary to 
determine the validity and scope of certain of its proprietary rights.  The 
Company 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 the Company obtains or the 
unpatented proprietary technology it holds will afford the Company significant 
commercial protection.

In general, the Company 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 
the Company 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, except Nutropin AQ, in the United States Patent 
and Trademark Office and in other countries throughout the world.

Royalty income recognized by the Company during 1996, 1995 and 1994 for patent 
licenses, know-how and other related rights amounted to $214.7 million, $190.8 
million and $126.0 million, respectively.  In 1996, 1995 and 1994 the Company 
incurred royalty expenses amounting to $58.9 million, $54.8 million and $50.5 
million, respectively, under licenses from others.  

Competition

The Company 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 the Company.  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. 

Activase:  Activase's market share in 1996 increased to approximately 80% in 
the U.S. for the treatment of AMI.  However, the overall size of the 
thrombolytic market at year end 1996 declined from 1995 by approximately 6%. 
The decline in the market size was the result of the increasing use of 
angioplasty rather than thrombolytic therapy, as well as from patients 
receiving therapy through ongoing clinical trials.  In April 1995, the FDA 
approved for marketing an accelerated dosage of Activase.  In June 1996, the 
Company received clearance from the FDA to market Activase for the treatment 
of acute ischemic stroke or brain attack.  Activase is the first therapy to be 
indicated for the management of stroke. In addition, the Company is conducting 
Phase II clinical trials on a second generation of t-PA.

Genentech is aware of other companies actively pursuing the development for 
the U.S. 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.  In 
October 1996, Boehringer Mannheim (BM) announced that the FDA licensed its 
heart attack drug, reteplase (brand name Retevase, registered trademark).  The 
Company believes reteplase infringes on its patents and has filed a patent 
infringement action against BM.  

Protropin and Nutropin:  Lilly received FDA approval in 1987 to market 
its growth hormone product for treatment of growth hormone inadequacy in 
children.  Three other companies - BioTechnology General (BTG), Novo 
Nordisk A/S (Novo) and Pharmacia & Upjohn - received FDA approval in 1995 to 
market their growth hormone products for the treatment of growth hormone 
inadequacy in children, although BTG has been preliminarily enjoined 
from selling its product.  A fifth competitor, Serono Laboratories, Inc., 
received FDA approval in October 1996 to market its growth hormone product.  
Novo introduced its product in the U.S. market in February 1997 after the 
preliminary injunction against Novo was stayed. Pharmacia & Upjohn has 
marketed their product in the U.S. market since late 1995.  In December 
1995, Genentech received clearance from the FDA to market Nutropin 
AQ, the first and only liquid (aqueous) recombinant human growth hormone 
product available.  

Based on information currently available, Protropin and Nutropin have 
approximately a 66% share of the U.S. market for treatment of children with 
growth hormone inadequacy. 

Pulmozyme:  Sales of Pulmozyme for the management of CF in the U.S., Canada 
and some countries in Europe began in early 1994.  In December 1996, Pulmozyme 
was cleared for marketing by the FDA for the management of CF patients with 
advanced disease; a condition that affects approximately 500 patients in the 
U.S.  In accordance with the Agreement with Roche, in the fourth quarter of 
1995, HLR obtained exclusive rights to sell Pulmozyme outside of the U.S., and 
the Company receives a royalty on such sales.  

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


Forward-Looking Statements

The following section contains forward-looking statements that are based on 
the Company's current expectations.  Because the Company's actual results may 
differ materially from any forward-looking statements made by or on behalf of 
the Company, this section also includes a discussion of important factors that 
could affect the Company's actual future results, including its product sales, 
royalties, contract revenues, expenses and net income.

Total Product Sales:  Product sales will be dependent on the overall 
competitive environment.  Other factors affecting the Company's total product 
sales include, but are not limited to, the amount and timing of the Company's 
sales to HLR, the amount of sales to customers in the U.S., increased 
competition in the growth hormone and thrombolytic markets, the timing and 
amount of bulk shipments to licensees, and the possibility of the introduction 
of a new product in late 1997.

Activase Sales:  The Company faces new competition in the thrombolytic market. 
The Company is aware that one company received FDA approval in October 1996, 
to market its product for the treatment of AMI in the U.S.  The Company has 
brought suit against that company for patent infringement.  In addition, there 
is an increasing use of angioplasty in the treatment of AMI patients in lieu 
of the use of thrombolytic therapy.  Depending on the extent and type of new 
competition, the Company's total Activase sales could be materially affected.  
Other factors affecting the Company's Activase sales include, but are not 
limited to, the timing of FDA approval, if any, of additional competitive 
products, pricing decisions made by the Company, the outcome of litigation 
against Boehringer Mannheim GmbH and Boehringer Mannheim Corporation involving 
the Company's patents for tissue plasminogen activator and processes related 
to its production and formulation, the outcome of the GUSTO III clinical trial 
which involved a head-to-head comparison of Activase and Retevase and which 
failed to demonstrate that Retavase has a statistically significant lower 
mortality rate than Activase, the increasing use of other therapies such as 
angioplasty techniques for the treatment of AMI, and the impact of the FDA's 
recent clearance for the Company to market Activase for the treatment of acute 
ischemic stroke.  

Growth Hormone Sales:  The Company continues to face the possibility of 
increased competition in the growth hormone market.  Three companies received 
FDA approval in 1995, and a fourth company received FDA approval in October 
1996, to market their growth hormone products for treatment of growth hormone
inadequacy in children, although one of those companies has been preliminarily 
enjoined from selling its product.  Two of the Company's competitors have 
received approval to market their existing human growth hormone products for 
additional indications.  The Company expects such competition to have an 
adverse effect on its sales of Protropin, Nutropin and Nutropin AQ which, 
depending on the extent and type of competition, could be material.  Other 
factors affecting the Company's growth hormone sales include, but are not 
limited to, the timing of FDA approval, if any, of other new competitive 
products, the outcome of litigation involving the Company's patents for human 
growth hormone and related processes, pricing decisions made by the Company, 
the availability of third-party reimbursement for the cost of growth hormone 
therapy, and the impact of Nutropin as a treatment for short stature 
associated with Turner syndrome.

Pulmozyme Sales:  Factors that may influence the future sales of Pulmozyme 
include, but are not limited to, 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 CF, whether and when 
additional indications are approved, and the cost of therapy.

Royalty and Contract Revenues:  Royalty and contract revenues in future 
periods could vary significantly from 1996 levels.  Major factors affecting 
these revenues include, but are not limited to:  HLR's decisions to exercise 
or not to exercise its option to develop and sell the Company's future 
products in non-U.S. markets and the timing and amount of related development 
cost reimbursement, if any; variations in HLR's sales of Genentech products, 
and other licensees' sales of licensed products; the expiration of royalties 
from Lilly in 1998; fluctuations in foreign currency exchange rates; the 
timing of non-U.S. approvals, if any, for products licensed to HLR; whether 
and when contract benchmarks are achieved; the initiation of other new 
contractual arrangements; and the conclusion of existing arrangements with 
other companies and HLR.

R&D Expenses:  The Company intends to continue its commitment to aggressive 
investment in R&D.  As it continues late-stage clinical testing of products, 
the Company anticipates that its R&D expenses will continue at a high 
percentage of revenues over the short-term.  Over the long-term, however, R&D 
as a percent of revenues should decrease, although in dollar terms R&D 
spending is generally expected to rise as revenues rise. Factors affecting the 
Company's R&D expenses include, but are not limited to: the outcome of 
clinical trials currently being conducted; the number of products entering 
into development from late-stage research; future levels of the Company's 
product sales (including the impact of competition), royalty and contract 
revenues; the possibility of competition with respect to products or 
technologies under development; and decisions by HLR to exercise or not to 
exercise its option to develop and sell potential products of the Company in 
non-U.S. markets and the timing of such decisions.

Income Tax Provision:  The Company expects that its effective tax rate will 
increase from the current rate of 20% to between 25% and 35% in 1997 and for 
the next several years, dependent upon several factors.  These factors 
include, but are not limited to, changes in tax laws and rates, future levels 
of R&D spending, the outcome of clinical trials of certain development 
products, the Company's success in commercializing such products, and 
potential competition regarding the products.

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 the market for numerous reasons. They may be
found to be ineffective or to have harmful side effects in preclinical or 
clinical testing, may fail to receive necessary regulatory approvals, may turn 
out to be uneconomical because of manufacturing costs or other factors, or may 
be precluded from commercialization by the proprietary rights of others or by
competing products or technologies for the same indication.  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 to submit an application for marketing approval for 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 companies' patents cannot be predicted. Patent disputes are 
frequent and can preclude commercialization of products. The Company, as in 
the past, may be involved in future 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.  The presence of patents or other proprietary rights 
belonging to other parties may lead to the termination of R&D of a particular 
product. 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 the Company 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.

Liquidity:  The Company believes that its cash, cash equivalents, and short-
term investments, together with funds provided by operations and leasing 
arrangements, will be sufficient to meet its foreseeable operating cash 
requirements.  In addition, the Company believes it could access additional 
funds from the capital markets.  Factors affecting the Company's cash position 
include, but are not limited to, future levels of the Company's product sales, 
royalty and contract revenues, expenses and capital expenditures.

Market Potential/Risk:  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, but not limited to, the effectiveness and safety of the products, 
FDA and foreign regulatory agencies' approvals for new products and new 
indications, and the degree of patent protection afforded to particular 
products.

Roche Holdings, Inc.:  The Company expects to continue to have material 
transactions with Roche, including royalty and contract development revenues, 
product sales and joint product development.

Foreign Exchange:  The Company receives royalty revenues from countries 
throughout the world.  As a result, the Company's financial results could be 
significantly affected by factors such as changes in foreign currency exchange 
rates or weak economic conditions in the foreign markets in which the 
Company's products are sold.  The Company is exposed to changes in exchange 
rates in Europe, Asia and Canada.  When the U.S. dollar strengthens against 
the currencies in these countries, the U.S. dollar value of non-U.S. dollar-
based revenue decreases; when the U.S. dollar weakens, the U.S. dollar value 
of the non-U.S. dollar-based revenues increases.  Accordingly, changes in 
exchange rates, and in particular a strengthening of the U.S. dollar, may 
adversely affect the Company's royalty revenues as expressed in U.S. dollars.

To mitigate this risk, the Company hedges certain of these anticipated 
revenues by purchasing options with expiration dates and amounts of currency 
that are based on a portion of probable revenues so that the adverse impact of 
movements in currency exchange rates on the non-dollar denominated revenues 
will be at least partly offset by an associated increase in the value of the 
option.  The Company also enters into forward contracts to lock in the dollar 
value of a portion of these anticipated revenues.

Interest Rates:  The Company's interest income is sensitive to changes in the 
general level of U.S. interest rates.  In this regard, changes in U.S. 
interest rates affect the interest earned on the Company's cash equivalents, 
short-term investments and long-term investments.  To mitigate the impact of 
fluctuations in U.S. interest rates, the Company enters into interest rate 
swap transactions which generally involve the receipt of fixed rate interest 
and the payment of floating rate interest without the exchange of the 
underlying principal.  These agreements have the effect of locking in rates 
for longer periods of time than the duration of short-term investments.

Equity Securities:  As part of its strategic alliance efforts, the Company 
invests in equity instruments that are subject to fluctuations from market 
value changes in stock prices.  To mitigate this risk, certain equity 
securities are hedged with costless collars.  A costless collar is a purchased 
put option and a written call option in which the cost of the purchased put 
and the proceeds of the written call offset each other; therefore, there is no 
initial cost or cash outflow for these instruments at the time of purchase.  
The purchased put protects the Company from a decline in the market value of 
the security below a certain minimum level (the put "strike" level); while the 
call effectively limits the Company's potential to benefit from an increase in 
the market value of the security above a certain maximum level (the call 
"strike" level).

Credit Risk of Counterparties:  The Company could be exposed to losses related 
to the above financial instruments should one of its counterparties default.  
This risk is mitigated through credit monitoring procedures.

Legal Proceedings:  The Company is a party to various legal proceedings 
including patent infringement cases and various cases involving product 
liability and other matters. See Item 3 "Legal Proceedings" below for further 
information.

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 
U.S. 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), a BLA (Biologics 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 R&D of products either on its own behalf or under contracts.  During 
1996, 1995 and 1994 the Company's research and development expenses were 
$471.1 million, $363.0 million and $314.3 million, respectively.  The Company 
has sponsored approximately 92%, 95% and 98% of its research and development 
for the years 1996, 1995 and 1994, 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, 1996, the Company had 3,071 employees in the United States.

Environment

The Company 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

The Company'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 occupies twenty-two buildings for its R&D, manufacturing, 
marketing and administrative activities.  Fourteen of the buildings are owned 
property and eight are leased.  The Company has made and continues to make 
improvements to these properties to accommodate its growth.  In addition, the 
Company owns approximately 17 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 an operating lease arrangement.  Completion of the 
project is expected in 1998.  The Company also has leases for certain 
additional office facilities in several locations in the United States.

The Company 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.  The Company 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; 
product liability cases; and employment related cases.  

In late 1995, the Company received and responded to grand jury document 
subpoenas from the United States District Court for the Northern District of 
California for documents relating to the Company's clinical, sales, and 
marketing activities associated with human growth hormone.  In February 1997, 
the Company received another grand jury document subpoena from the same court 
relating to that subject matter.

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 and certain 
of its affiliates and BTG and its affiliate, 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, and in April 1996, the 
Court of Appeals affirmed the preliminary injunction against BTG. BTG's 
subsequent petition to the U.S. Supreme Court for review of that decision was 
denied.  In June 1996, the U.S. District Court for the Southern District of 
New York issued a second preliminary injunction against Novo to prohibit it, 
pending the Court's final determination of the action, from importing, making, 
using, and selling its human growth hormone product in the U.S.  Novo appealed 
that decision, and in December 1996, the Court of Appeals for the Federal 
Circuit stayed the second preliminary injunction against Novo pending further 
proceedings.  In March 1997, the Court of Appeals invalidated the patent that 
was the subject of the preliminary injunction.  Future court decisions will 
determine whether Novo's and BTG's products will be permanently enjoined from 
the U.S. market.

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 the Company, 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 alleged 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.  These suits were 
voluntarily dismissed without prejudice in November 1996.  A suit was filed in 
the District Court of Hennepin County, Minnesota in July 1996, against the 
Company, Dr. Brown and Caremark, alleging the defendants paid kickbacks to Dr. 
Brown with an agreement that Dr. Brown would prescribe Protropin to his 
patients rather than a competing product.  The plaintiffs seek disgorgement of 
profits and allege causes of action under various state statutory and common 
law theories, including fraud and breach of fiduciary duty.  A similar suit 
was filed in the U.S. District Court for the District of South Dakota, 
Southern Division, on July 13, 1995 against the Company, 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.  

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

Not applicable.

<TABLE>
<CAPTION>
                             GENENTECH, INC.

                            EXECUTIVE OFFICERS

The executive officers of the Company and their respective ages and positions 
with the Company are as follows: 
<S>                             <C> <C>
Name                             Age Position

Arthur D. Levinson, Ph.D.        46  President and Chief Executive Officer
William D. Young                 52  Chief Operating Officer 
Louis J. Lavigne, Jr.            48  Executive Vice President and Chief Financial
                                      Officer
John P. McLaughlin               45  Executive Vice President and Secretary
Judy Heyboer                     47  Senior Vice President, Human Resources
David C. Roche                   47  Senior Vice President, Sales and
                                      Marketing
Robert Arathoon, Ph.D.           44  Vice President - Process Sciences
Gregory Baird                    46  Vice President - Corporate Communications
Joffre Baker, Ph.D.              49  Vice President - Research Discovery
David W. Beier                   48  Vice President - Government Affairs
Robert Garnick, Ph.D.            47  Vice President - Quality
Marty Glick                      47  Vice President - Finance - Tax and
                                      Treasury
Bradford S. Goodwin              42  Vice President - Finance and Controller
Susan D. Hellmann, M.D., M.P.H.  39  Vice President - Medical Affairs and 
                                     Chief Medical Officer
Dennis J. Henner, Ph.D.          45  Vice President - Research
Paul F. Hohenschuh               53  Vice President - Manufacturing
Paula Jardieu, Ph.D.             46  Vice President - Pharmacological Sciences
Edmon R. Jennings                49  Vice President - Corporate Development
Stephen G. Juelsgaard            48  Vice President, General Counsel and
                                      Assistant Secretary
Cynthia J. Ladd                  41  Vice President - Corporate Law
Ted W. Love, M.D.                37  Vice President - Product Development
M. David MacFarlane, Ph.D.       56  Vice President - Regulatory Affairs
Polly Moore, Ph.D.               49  Vice President - Information Resources
James P. Panek                   43  Vice President - Engineering and
                                      Facilities
Kim Popovits                     38  Vice President - Sales
Nicholas J. Simon                42  Vice President - Business and Corporate
                                      Development
Daniel K. Spiegelman             38  Treasurer  
David Stump, M.D.                47  Vice President - Clinical Research and
                                      Genentech Fellow
</TABLE>
All officers are elected annually by the Board of Directors.  There is no 
family relationship among any of the officers or directors.

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. Young was appointed Chief Operating Officer in March 1997.  He served as 
Executive Vice President from January 1996 to March 1997, as Senior Vice 
President of the Company from September 1988 to January 1996 and as Vice 
President of Manufacturing and Process Sciences from April 1983 until 
September 1988.  Mr. Young joined the Company in September 1980 as Director of 
Manufacturing from Eli Lilly and Company.


Mr. Lavigne was appointed Executive Vice President in March 1997.  He served 
as Senior Vice President from July 1994 to March 1997.  He was appointed Chief 
Financial Officer in August 1988 and had been Vice President since July 1986.  
Mr. Lavigne joined the Company in July 1982 from Pennwalt Corporation and 
became Controller in May 1983 and an officer of the Company in February 1984.

Mr. McLaughlin was appointed Executive Vice President in December 1995. Since 
July 1994, he had served as Senior Vice President and Secretary.  Mr. 
McLaughlin was appointed Senior Vice President, General Counsel and Secretary 
in June 1993 and served as Vice President, General Counsel and Secretary since 
February 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.

Ms. Heyboer joined the Company as Senior Vice President of Human Resources in 
August 1996.  Prior to joining Genentech, she was employed at Acuson 
Corporation from 1983 to 1996, most recently as a Senior Vice President, 
Employee Relations.

Mr. Roche joined Genentech in July 1996 as Senior Vice President of Sales and 
Marketing.  Prior to joining the Company, Mr. Roche was Vice President of 
Sales and Marketing at Janssen Pharmaceutica USA since 1994, and before that 
was President of the Prescription Products Division at Marion Merrell Dow USA.

Dr. Arathoon was appointed Vice President of Process Sciences in April 1996.  
Since joining the Company in 1983 from Wellcome Foundation, Dr. Arathoon has 
held a series of positions of increasing responsibility, most recently Senior 
Director of Process Sciences from November 1994 to April 1996.

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 
(Searle is a wholly-owned subsidiary of Monsanto Company).

Dr. Baker was appointed Vice President, Research Discovery in February 1997.  
He had served as Senior Director, Research Discovery since March 1993 and 
prior to that as Director, Cardiovascular Research from 1990 to 1993.  Prior 
to joining the Company in 1988 as a Senior Scientist, Dr. Baker was an 
associate professor at the University of Kansas.

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 appointed Vice President of Finance - Tax and Treasury in 
December 1996.  He has been a Vice President of the Company since July 1991 
and was Treasurer from July 1990 to December 1996.  He joined the Company in 
June 1987 as Director of Tax.  Before joining Genentech, Mr. Glick was 
employed by Levi Strauss & Co. for seven years, most recently as Director of 
Tax Planning.

Mr. Goodwin was appointed Vice President of Finance in December 1996.  He has 
been a Vice President of the Company since July 1993 and has served as 
Controller since June 1989.  Previously he was the Director of Financial 
Planning and Analysis, the Assistant Controller and the General Auditor.  He 
joined Genentech in April 1987.

Dr. Hellmann was appointed Vice President of Medical Affairs in March 1996 and 
Chief Medical Officer in December 1996.  Prior to joining the Company as 
Clinical Scientist in 1995, Dr. Hellmann was Associate Director of Clinical 
Cancer Research at Bristol-Myers Squibb Pharmaceutical Research Institute from 
1993 to 1995, and from 1992 to 1993 was a medical oncologist with Lexington 
Oncology Associates.

Dr. Henner was promoted to Vice President of Research in April 1996.  He had 
served as Vice President of Research Technology since July 1994, and as Senior 
Director of Research Technology from 1990 to 1994.  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 
September 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.

Dr. Jardieu was appointed Vice President, Pharmacological Sciences in February 
1997.  She joined the Company in 1986 as a Scientist and subsequently held the 
positions of Senior Scientist, Staff Scientist and Senior Director of 
Pharmacological Sciences.  Prior to joining the Company, Dr. Jardieu was at 
John Hopkins University School of Medicine where she held a faculty position.

Mr. Jennings was appointed Vice President of Corporate Development in December 
1995.  He served as Vice President of Sales and Marketing from January 1994 to 
December 1995, and had served as Vice President of Sales since January 1991.  
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 appointed Vice President, General Counsel and Assistant 
Secretary in July 1994.  He was appointed 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.  She 
joined the Company in 1989 as Corporate Counsel and subsequently held the 
positions of Senior Corporate Counsel and Chief Corporate Counsel.

Dr. Love was appointed Vice President of Product Development in March 1996.  
He was Senior Director of Product Development since 1995, and Clinical 
Scientist from 1993 to 1995.  Prior to joining the Company in 1992 as a 
Research Physician, Dr. Love was a member of the Cardiology Division at 
Massachusetts General Hospital, Harvard Medical School.

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 appointed Vice President of Information Resources in April 1994. 
She was Senior Director of Information Resources from July 1992 to April 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 appointed 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 and Senior Director of Engineering and Facilities in July 1991.  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 
Northeast Region from October 1989 to January 1993.  Ms. Popovits was at 
American Critical Care, a division of American Hospital Supply Corporation, 
for six years prior to joining the Company in November 1987 as Division 
Manager in the Southeast region. 

Mr. Simon was appointed Vice President of Business and Corporate Development 
in December 1995.  He has been Vice President of Business Development since 
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.

Mr. Spiegelman was appointed Treasurer in December 1996.  He joined the 
Company in July 1991 as Treasury Manager and subsequently held the position of 
Assistant Treasurer from July 1992 to December 1996.

Dr. Stump was named a Genentech Fellow in January 1996 in addition to his 
responsibilities as Vice President of Clinical Research, a position he has 
held since July 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

Not applicable.

ITEM 6.   SELECTED FINANCIAL DATA

The section labeled "11-Year Financial Summary" appearing on pages 76 and 77 
of the Company's 1996 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 41 through 49 of the 
Company's 1996 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 51 through 74, the Report of Ernst & Young LLP, 
Independent Auditors, appearing on page 75 and the section entitled "Quarterly 
Financial Data (unaudited)" appearing on page 75 of the Company's 1996 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 (a) Beneficial Ownership 
Reporting Compliance" appearing on pages 4 through 7 and 12 of the Company's 
Proxy Statement in connection with the 1997 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", "Loans and Other Compensation" and "Compensation 
Committee Interlocks and Insider Participation" appearing on pages 12 through 
17 and 20 of the Company's Proxy Statement in connection with the 1997 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.", "Security Ownership 
of Certain Beneficial Owners" and "Security Ownership of Management" appearing 
on pages 1 through 3 and 11 through 12 of the Company's Proxy Statement in 
connection with the 1997 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 20 through 22 of the Company's Proxy Statement in connection with the 
1997 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 1996 Annual Report to Stockholders and are incorporated herein 
by reference pursuant to Item 8 of this Form 10-K.


                                                             Page(s) in
                                                             1996 Annual
                                                        Report to Stockholders
                                                        ----------------------
  Consolidated Statements of Income for each 
   of the three years in the period ended 
   December 31, 1996                                              [51]      

  Consolidated Statements of Cash Flows for each 
   of the three years in the period ended 
   December 31, 1996                                              [52]

  Consolidated Balance Sheets at December 31, 
   1996 and 1995                                                  [53]

  Consolidated Statements of Stockholders' Equity 
   for each of the three years in the period ended 
   December 31, 1996                                              [54]

  Notes to Consolidated Financial Statements                     [55-74]

  Report of Ernst & Young LLP, Independent Auditors               [75]

  Quarterly Financial Data (unaudited)                            [75]


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, 1996.






















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 Governance Agreement, dated September 7, 1990, between the
           Company and Roche Holdings, Inc.(5)
  
  10.5    Heads of Agreement, dated as of February 11, 1992, between the 
           Company and F. Hoffmann-LaRoche Ltd.(4)

  10.6    Agreement dated June 6, 1991 between the Company and Grandview 
           Drive Joint Venture.(4)

  10.7    Agreement dated March 17, 1992 between the Company and Robert A. 
           Swanson.(4)

  10.8    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)

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

  10.10   Amended and Restated Lease Agreement, dated December 8, 1995,
           between the Company and BNP Leasing Corporation.(7)

  10.11   Amended and Restated Purchase Agreement, dated December 8, 1995,
           between the Company and BNP Leasing Corporation.(7)

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

  13.1    1996 Annual Report to Stockholders.(8)

  23.1    Consent of Ernst & Young LLP, Independent Auditors.(8)

  27.1    Financial Data Schedule.(8)

  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*   1991 Employee Stock Plan, as amended and restated as of October
           25, 1995.(6)

  99.6*   1990 Stock Option/Stock Incentive Plan, as amended and restated
           as of October 16, 1996.(8)

  99.7*   Supplemental Plan.(4)

  99.8*   1994 Stock Option Plan, as amended and restated as of October 16,
           1996.(8)

  99.9*   1996 Stock Option/Stock Incentive Plan, as amended and restated 
           as of October 16, 1996.(8)

  99.10*  Deferred Compensation Plan.(8)


* 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 with this document.

(b) Reports on Form 8-K
    There were no reports on Form 8-K filed for the quarter ended December 31,
     1996.

























































                                   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 26, 1997
                                        By:  /S/BRADFORD S. GOODWIN
                                            ----------------------------------
                                             Bradford S. Goodwin
                                             Vice President - Finance 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., Executive 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
     ---------                    -----                         ----


Principal Executive Officer:

  /S/ARTHUR D. LEVINSON           President, Chief Executive    March 26, 1997
---------------------------       Officer and Director
     Arthur D. Levinson


Principal Financial Officer:

  /S/LOUIS J. LAVIGNE, JR.        Executive Vice President      March 26, 1997
---------------------------       and Chief Financial Officer
     Louis J. Lavigne, Jr.        












Director:

  /S/HERBERT W. BOYER             Director                      March 26, 1997
---------------------------
     Herbert W. Boyer

  /S/JURGEN DREWS                 Director                      March 26, 1997
---------------------------
     Jurgen Drews

  /S/FRANZ B. HUMER               Director                      March 26, 1997
---------------------------
     Franz B. Humer

  /S/LINDA F. LEVINSON            Director                      March 26, 1997
---------------------------
     Linda F. Levinson

  /S/J. RICHARD MUNRO             Director                      March 26, 1997
---------------------------
     J. Richard Munro

  /S/DONALD L. MURFIN             Director                      March 26, 1997
---------------------------
     Donald L. Murfin

  /S/JOHN T. POTTS, JR.           Director                      March 26, 1997
---------------------------
     John T. Potts, Jr.

  /S/C. THOMAS SMITH, JR.         Director                      March 26, 1997
---------------------------
     C. Thomas Smith, Jr.

  /S/DAVID S. TAPPAN, JR.         Director                      March 26, 1997
---------------------------
     David S. Tappan, Jr.




















<TABLE>                 
                                                                              SCHEDULE II
                                       GENENTECH, INC.
                              VALUATION AND QUALIFYING ACCOUNTS
                        Years Ended December 31, 1996, 1995 and 1994
                                       (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, 1996:      $   6,672      $   9,887     $  (8,690)    $   7,869
                                     ==========     ==========    ==========    ==========
  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
                                     ==========     ==========    ==========    ==========

Inventory reserves:

  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 
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1994:      $   2,606      $  11,940     $  (1,538)    $  13,008
                                     ==========     ==========    ==========    ==========

Reserve for non-marketable 
 equity securities:

  Year Ended December 31, 1996:      $   5,092      $       -     $    (102)    $   4,990
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1995:      $   4,623      $     469     $       -     $   5,092
                                     ==========     ==========    ==========    ==========
  Year Ended December 31, 1994:      $   3,875      $     748     $       -     $   4,623
                                     ==========     ==========    ==========    ==========

<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, 1996
<CAPTION>

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

    
   10.12       Guiding Principles for the Genentech/Roche Relationship

   13.1        1996 Annual Report to Stockholders

   23.1        Consent of Ernst & Young LLP, Independent Auditors

   27.1        Financial Data Schedule

   99.1        1984 Incentive Stock Option Plan, as amended and restated as of 
                October 16, 1996

   99.2        1984 Non-Qualified Stock Option Plan, as amended and restated
                as of October 16, 1996

   99.6        1990 Stock Option/Stock Incentive Plan, as amended and restated
                as of October 16, 1996

   99.8        1994 Stock Option Plan, as amended and restated as of October
                16, 1996

   99.9        1996 Stock Option/Stock Incentive Plan, as amended and restated
                as of October 16, 1996

   99.10       Deferred Compensation Plan

</TABLE>




1