SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549

                                    FORM 10-Q

                                    (Mark One)

X    Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934. For the quarterly period ended September 30, 1995.

     Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934. For the transition period from   to   .


                               Commission File Number
                                       1-9813

                                   GENENTECH, INC.
               (Exact name of registrant as specified in its charter)

           Delaware                                         94-2347624
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                        identification number)

        460 Point San Bruno Boulevard, South San Francisco, California  94080
                (Address of principal executive offices and zip code)

                                    (415) 225-1000
                 (Registrant's telephone number, including area code)

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 the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

Common Stock $.02 par value                 118,779,146
Class                                       Outstanding at September 30, 1995







<TABLE>
<CAPTION>
                                   GENENTECH, INC.
                                        INDEX
<S>                                                                        <C>

PART I.     FINANCIAL INFORMATION                                       PAGE NO.

Condensed Consolidated Statements of Income -
for the three months and nine months ended 
September 30, 1995 and 1994                                                  3

Condensed Consolidated Statements of Cash Flows -
for the nine months ended September 30, 1995 and 1994                        4

Condensed Consolidated Balance Sheets -
September 30, 1995 and December 31, 1994                                     5

Notes to Condensed Consolidated Financial Statements                       6-9

Management's Discussion and Analysis of Financial Condition 
and Results of Operations                                                10-15

Independent Accountants' Review Report                                      16

PART II.     OTHER INFORMATION                                           17-18

SIGNATURES                                                                  19

</TABLE>
































                                      Page 2




                           PART I.  FINANCIAL INFORMATION

<TABLE>
                                  GENENTECH, INC.
                    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                       (thousands, except per share amounts)
                                    (unaudited)
<CAPTION>

                                              Three Months          Nine Months
                                           Ended September 30    Ended September 30
                                         ---------------------  --------------------
                                            1995        1994       1995      1994
                                         ---------   ---------  ---------  ---------
<S>                                     <C>         <C>        <C>        <C>
Revenues:
  Product sales                          $ 158,478   $ 142,555  $ 481,781  $ 442,927
  Royalties                                 45,642      33,118    142,215     92,896
  Contract and other                         4,494       7,187     28,577     21,556
  Interest                                  15,297      10,978     43,358     30,251
                                         ---------   ---------  ---------  ---------
     Total revenues                        223,911     193,838    695,931    587,630

Costs and expenses:
  Cost of sales                             24,369      24,460     75,431     71,156
  Research and development                  85,971      73,208    268,097    220,592
  Marketing, general and administrative     55,249      59,341    187,386    180,269
  Special charge 
   (primarily merger related)                9,000           -     17,000          -
  Interest                                   1,994       1,843      5,904      5,375
                                         ---------   ---------  ---------  ---------
    Total costs and expenses               176,583     158,852    553,818    477,392

Income before taxes                         47,328      34,986    142,113    110,238

Income tax provision                         7,099       1,400     21,317      4,410
                                         ---------   ---------  ---------  ---------
Net income                               $  40,229   $  33,586  $ 120,796  $ 105,828
                                         =========   =========  =========  =========
Net income per share                     $     .33   $     .28  $    1.00  $     .89
                                         =========   =========  =========  =========
Weighted average number of shares used
  in computing per share amounts           121,334     119,819    120,909    119,222
                                         =========   =========  =========  =========
<FN>

              See notes to condensed consolidated financial statements.
</TABLE>











                                      Page 3



<TABLE>
                                   GENENTECH, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (thousands)
                                     (unaudited)
<CAPTION>
                                                                   Nine Months
                                                               Ended September 30
                                                             -----------------------
                                                                 1995         1994
                                                             -----------  ----------
<S>                                                          <C>         <C>
Cash flows from operating activities:
  Net income                                                  $ 120,796   $ 105,828
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation and amortization                               43,702      37,857
     Gain on sales of securities available-for-sale              (5,897)          -
     Writedown of securities available-for-sale                   6,609       4,000
     Gain on sale of a non-marketable equity security              (703)          -
     Writedown of non-marketable equity securities                  469       1,965
  Changes in assets and liabilities:  
     Receivables and other current assets                       (47,015)      4,638
     Inventories                                                 10,500     (16,085)
     Accounts payable, accrued liabilities                                   
       and other long-term liabilities                           10,471        (221)
                                                              ----------  ----------
  Net cash provided by operating activities                     138,932     137,982

Cash flows from investing activities:
  Purchases of securities held-to-maturity                     (481,551)   (963,034)
  Proceeds from maturities of securities held-to-maturity       666,366     756,677
  Purchases of securities available-for-sale                   (243,729)     (7,302)
  Proceeds from sales of securities available-for-sale           35,800           -
  Proceeds from sale of a non-marketable equity security            703           -
  Capital expenditures                                          (38,290)    (58,861)
  Change in other assets                                        (32,594)        198
                                                              ----------  ----------
  Net cash used in investing activities                         (93,295)   (272,322)

Cash flows from financing activities:
  Stock issuances                                                45,607      55,762
  Additions to long-term debt and short-term borrowings          27,224           -
  Repayment of long-term debt, including current portion           (646)       (588)
                                                              ----------  ----------
  Net cash provided by financing activities                      72,185      55,174
                                                              ----------  ----------
Net increase (decrease) in cash and cash equivalents            117,822     (79,166)
  Cash and cash equivalents at beginning of period               66,713     117,473
                                                              ----------  ----------
  Cash and cash equivalents at end of period                  $ 184,535   $  38,307
                                                              ==========  ==========
<FN>


              See notes to condensed consolidated financial statements.
</TABLE>




                                         Page 4




<TABLE>
                                   GENENTECH, INC.
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                     (thousands)
<CAPTION>
                                                      September 30,     December 31,
                                                          1995               1994
                                                      ------------      ------------
ASSETS                                                (unaudited)
<S>                                                  <C>               <C>
Current assets:
  Cash and cash equivalents                           $    184,535      $     66,713
  Short-term investments                                   640,321           652,461
  Accounts receivable, net (including amounts from 
    a related party: 1995-$22,814; 1994-$13,184)           176,249           146,267
  Inventories                                               92,700           103,200
  Prepaid expenses and other current assets                 39,145            28,475
                                                      ------------      ------------
     Total current assets                                1,132,950           997,116

Long-term marketable securities                            255,371           201,726
Property, plant and equipment, less
  accumulated depreciation
  (1995-$257,978; 1994-$215,255)                           485,544           485,293
Other assets                                                91,712            60,989
                                                      ------------      ------------
Total assets                                          $  1,965,577      $  1,745,124
                                                      ============      ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts and notes payable                          $     25,074      $     30,963
  Other current liabilities (including amounts due
    to a related party: 1995-$7,087; 1994-$2,280)          205,319           189,536
                                                      ------------      ------------
     Total current liabilities                             230,393           220,499

Long-term debt                                             176,082           150,358
Other long-term liabilities                                 26,515            25,483
                                                      ------------      ------------
     Total liabilities                                     432,990           396,340

Stockholders' equity:
  Preferred stock                                                -                 -
  Redeemable common stock                                        -             1,002
  Common stock                                               2,376             1,343
  Other stockholders' equity                             1,530,211         1,346,439
                                                      ------------      ------------
Total stockholders' equity                               1,532,587         1,348,784
                                                      ------------      ------------
Total liabilities and stockholders' equity            $  1,965,577      $  1,745,124
                                                      ============      ============

<FN>



                See notes to condensed consolidated financial statements.
</TABLE>


                                       Page 5




                                GENENTECH, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

Note 1.     Statement of Accounting Presentation

In the opinion of Genentech, Inc. (the Company), the accompanying unaudited 
condensed consolidated financial statements have been prepared in 
accordance with generally accepted accounting principles for interim 
financial information and with the instructions to Form 10-Q and Article 10 
of Regulation S-X.  Accordingly, they do not include all of the information 
and footnotes required by generally accepted accounting principles for 
complete financial statements.  In the opinion of management, all 
adjustments (consisting only of adjustments of a normal recurring nature) 
considered necessary for a fair presentation have been included.  Operating 
results for the three-month and nine-month periods ended September 30, 1995 
and 1994 are not necessarily indicative of the results that may be expected 
for the year ending December 31, 1995.  The condensed consolidated balance 
sheet as of December 31, 1994 has been derived from the audited financial 
statements as of that date.  For further information, refer to the 
consolidated financial statements and footnotes thereto included in the 
Company's Annual Report to Stockholders for the year ended December 31, 
1994.

In March 1995, the Financial Accounting Standards Board (FASB) issued 
Statement of Financial Accounting Standards (FAS) No. 121, "Accounting for the 
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," 
which requires the Company to review for impairment long-lived assets, certain 
identifiable intangibles, and goodwill related to those assets whenever events 
or changes in circumstances indicate that the carrying amount of an asset may 
not be recoverable.  In certain situations, an impairment loss would be 
recognized.  FAS 121 is effective for the Company's 1996 fiscal year.  In 
October 1995, the FASB issued FAS 123 "Accounting for Stock Based 
Compensation" which also will be effective for the Company's 1996 fiscal year.  
FAS 123 allows companies which have stock-based compensation arrangements with 
employees to adopt a new fair-value basis of accounting for stock options and 
other equity instruments, or to continue to apply the existing accounting 
rules under APB Opinion 25 "Accounting for Stock Issued to Employees" but with 
additional financial statement disclosure.  The Company is evaluating the 
impact of both of these new standards on its financial position, results of 
operations, and cash flows.

Note 2.     Transaction with Roche Holdings, Inc.

On October 25, 1995 the Company's non-Roche stockholders approved an 
agreement with Roche to extend for four years Roche's option to cause 
Genentech to redeem the outstanding callable putable common stock ("special 
common stock") of the Company at predetermined prices.  During the quarter 
beginning October 1, 1995, the option price is $62.50 per share, and it 
increases by $1.25 per share each quarter through June 30, 1997, thereafter 
escalating at $1.50 per share each quarter, to $82.00 per share at the end 
of the option period on June 30, 1999.  If Roche does not cause the 
redemption as of June 30, 1999, Genentech's stockholders will have the 
option to cause the Company to redeem (put) none, some, or all of their 
shares of special common stock at $60.00 per share (and Roche will 
concurrently purchase a like number of shares of common stock at $60.00 per 
share) within thirty business days commencing July 1, 1999.  Under the 
agreement Roche may increase its ownership of the Company up to 79.9% by 
making purchases on the open market.  Roche currently holds approximately 
65% of the outstanding common equity of the Company.  As part of the



                                   Page 6

                                GENENTECH, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

agreement, Roche is granted an option at terms discussed below for ten 
years for licenses to use and sell certain of Genentech's products in non-
U.S. markets.  As a general matter, such option for a Genentech product 
must be exercised at, or prior to, the conclusion of phase II clinical 
trials for each product.  In general, for each product for which Roche 
exercises its option, the Company and Roche will share equally all 
development expenses, including preclinical, clinical, process development 
and related expenses, incurred by the Company through that date and 
prospectively, with respect to the development of the product in the United 
States.  Roche will pay all non-U.S. development expenses.  In general, 
Roche will pay a royalty of 12.5% until a product reaches $100 million in 
aggregate sales outside of the U.S., when the royalty rate increases to 
15%. As part of the agreement, Roche has exclusive rights to, and will pay 
the Company 20% royalties on, Canadian sales of the Company's existing 
products and Western European sales of Pulmozyme.  The Company will supply 
its products to Roche for sales outside of the U.S. at cost plus 20 
percent.

As part of an agreement in principle to settle stockholder lawsuits, as more 
fully discussed in Note 4 "Legal Proceedings", the "call" price at which Roche 
may cause Genentech to redeem the common stock will be increased, upon 
approval of the settlement agreement by the Delaware Chancery Court, by $0.50 
per share each quarter with a final redemption price of $82.50.  The put price 
will remain unchanged at $60.00 per share.

Note 3.     Special Charge

The Company recorded a $9.0 million special charge in the third quarter of 
1995 ($17.0 million year-to-date) related to the agreement with Roche 
discussed in Note 2 "Transaction with Roche Holdings, Inc." and the 
resignation of the Company's former President and Chief Executive Officer.  
$5.0 million of the third quarter special charge ($13.0 million year-to-
date) relates to the Roche transaction and includes legal expenses, 
investment banking fees, filing fees and other costs related to the 
agreement, as well as charges associated with the proposed settlement of 
stockholder lawsuits filed after the transaction was announced (see Note 4 
"Legal Proceedings"). $4.0 million relates to the resignation of the 
Company's former President and CEO.  The Company expects to incur 
approximately $8.0 million in additional merger-related special charges in 
the fourth quarter of 1995.

Note 4.     Legal Proceedings

The Company is a party to various legal proceedings including patent 
infringement cases involving human growth hormone and Activase; a patent 
infringement and trade secret misappropriation case involving antibodies to 
IgE (a protein central to allergic reactions); and product liability cases 
involving Activase.  The Company and its directors are defendants in two suits 
filed in California challenging their actions in connection with the Company's 
1990 merger with a wholly owned subsidiary of Roche Holdings, Inc. (Roche).  
In addition, the Company, its directors, two former directors and Roche are 
defendants in a number of suits filed in Delaware, which have been 
consolidated in a single action, by certain individual stockholders purporting 
to represent stockholders as a class alleging, in general, breach of their 
fiduciary duties to the Company in connection with the proposed extension of 
Roche's option to cause the Company to redeem the outstanding non-Roche owned 
common stock and transactions related thereto.  The Company, Roche and the 
attorneys representing the plaintiff stockholders have entered into a

                                   Page 7 

                                GENENTECH, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

memorandum of understanding settling all claims against the defendants in 
these actions except the 1990 suits.  In connection with the settlement, if 
approved by the court, Roche would increase the prices at which it could cause 
Genentech to redeem the non-Roche owned common stock by $0.50 per share per 
quarter, to a final price of $82.50 in the quarter ending June 30, 1999, and 
Genentech would pay the plaintiffs' attorneys up to $3.5 million in attorneys 
fees, and in connection with the proposed merger, Genentech will absorb the 
termination costs of six Europe-based Genentech employees.

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

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.


Note 5.     Inventories

Inventories at September 30, 1995 and December 31, 1994 are summarized below:

                                           1995            1994
                                        ----------      ----------
                                                (thousands)

            Raw materials               $  13,105       $   13,145
            Work in process                63,781           76,974
            Finished goods                 15,814           13,081
                                        ----------      ----------
                Total                   $  92,700       $  103,200
                                        ==========      ==========


Note 6.     Common Stock, Redeemable Common Stock and Special Common Stock

After the close of business on June 30, 1995 each share of Genentech 
redeemable common stock automatically converted to one share of Genentech 
common stock.  The conversion was in accordance with the terms of the 
redeemable common stock put in place at the time of its issuance in 1990 and 
as described in Genentech's Certificate of Incorporation.  Pursuant to the 
approval of the Roche agreement by the majority of outstanding shares of 
common stock held by non-Roche stockholders on October 25, 1995, as discussed 
in Note 2 "Transaction with Roche Holdings, Inc.", each share of Genentech 
common stock (other than shares held by Roche and its affiliates) converted to 
one share of Genentech special common stock.  The special common stock began 
trading on October 26, 1995.

Note 7.     Quasi-Reorganization

On February 18, 1988 the Company's Board of Directors approved the 
elimination of the Company's accumulated deficit through an accounting 
reorganization of its stockholders' equity accounts (a quasi-reorganization) 
effective October 1, 1987 that did not involve any revaluation of assets or 
liabilities.  The quasi-reorganization did not involve any revaluation of 
assets or liabilities because for similar classes of assets their fair

                                  Page 8

                                GENENTECH, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)


values were no less than their book values and for similar classes of 
liabilities their book values were no less than their fair values.  The 
accumulated deficit of $329.5 million was eliminated by a transfer from 
additional paid-in capital in an amount equal to the accumulated deficit.  
Simultaneously with the quasi-reorganization, the Company adopted Financial 
Accounting Standards Board Statement (FAS) 96.  FAS 96 provided for 
recognition of the tax benefits of operating loss and tax credit carryforward 
items that arose prior to a quasi-reorganization involving only the 
elimination of a deficit in retained earnings being reported in the
income statement and then being reclassified from retained earnings to 
additional paid-in capital.  Subsequently, in September 1989, the staff of 
the Securities and Exchange Commission (SEC) issued Staff Accounting 
Bulletin (SAB) 86 which states that a quasi-reorganization cannot involve 
only an elimination of a deficit in retained earnings and, therefore, the 
tax benefits of prior operating loss and tax credit carryforwards must be 
reported as a direct addition to additional paid-in capital rather than 
being recorded in the income statement.

In February 1992, the Financial Accounting Standards Board issued FAS 109, 
which supersedes FAS 96.  FAS 109 requires companies that have previously 
both adopted FAS 96 and effected a quasi-reorganization that involves only a 
deficit elimination, as did the Company, to continue to report the tax 
benefits of prior operating losses and tax credit carryforwards in a manner 
consistent with FAS 96.  FAS 109 also provides that companies effecting a 
quasi-reorganization after February 1992 that involves only a deficit 
elimination shall report the tax benefits of prior operating losses and tax 
credit carryforwards in a manner consistent with SAB 86.

The Company has continued to report in income the recognition of operating 
loss and tax credit carryforward items arising prior to the quasi-
reorganization due to the Company's adoption of its quasi-reorganization in 
the context of its interpretation of FAS 96 and the quasi-reorganization 
literature existing at the date the quasi-reorganization was effected.  The 
SEC staff has indicated that it would not object to the Company's 
accounting for such tax benefits.  If the provisions of SAB 86 had been 
applied, net income for the nine months ended September 30, 1995 would have 
been reduced by approximately $11.8 million or $.10 per share (1994 - net 
income reduced by $36.4 million or $.31 per share).  As of June 30, 1995, 
the operating loss and tax credit carryforwards arising prior to the quasi-
reorganization had been fully utilized; thus, there was no impact for the 
quarter ended September 30, 1995 (the impact in the third quarter of 1994 
was $11.5 million or $.10 per share).















                                      Page 9


                               GENENTECH, INC.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

As discussed in Note 2 in the Notes to Condensed Consolidated Financial 
Statements, under the approved agreement with Roche, Roche is granted an 
option at terms discussed below for ten years for licenses to use and sell 
certain of Genentech's products in non-U.S. markets.  As a general matter, 
such option for a Genentech product must be exercised at, or prior to, the 
conclusion of phase II clinical trials for each product.  In general, for 
each product for which Roche exercises its option, the Company and Roche 
will share equally all development expenses, including preclinical, 
clinical, process development and related expenses, incurred by the Company 
through that date and prospectively, with respect to the development of the 
product in the United States.  Roche will pay all non-U.S. development 
expenses.  In general, Roche will pay a royalty of 12.5% until a product 
reaches $100 million in aggregate sales outside of the U.S., when the 
royalty rate increases to 15%. As part of the agreement, Roche has 
exclusive rights to, and will pay the Company 20% royalties on, Canadian 
sales of the Company's existing products and Western European sales of 
Pulmozyme.  The Company will supply its products to Roche for sales outside 
of the U.S. at cost plus 20 percent.  Subject to Roche's exercise of rights 
to develop or sell the Company's products, product sales, royalties and 
contract revenue, as well as R & D and other expenses, could be 
significantly affected in future periods compared to the current quarter 
and year-to-date periods.

<TABLE>
RESULTS OF OPERATIONS
(dollars in millions, except per share amounts)

<CAPTION>
                                   Quarter ended             Nine months ended
                                    September 30               September 30
                               ----------------------    ------------------------
REVENUES                        1995   1994  % Change     1995    1994   % Change
------------------------       ------ ------ --------    ------  ------  --------
<S>                           <C>    <C>       <C>      <C>     <C>        <C>
Revenues                       $223.9 $193.8    16%      $695.9  $587.6     18%
                               ====== ====== ========    ======  ======  ========


PRODUCT SALES
----------------------
Activase                       $ 73.2 $ 65.1    12 %     $225.5  $208.7      8%
Protropin and Nutropin           54.2   54.6    (1)       164.5   167.6     (2) 
Pulmozyme                        30.1   21.0    43         88.9    62.1     43
Actimmune                         1.0    1.9   (47)         2.9     4.5    (36)
                               ------ ------ --------    ------  ------  --------
Total product sales            $158.5 $142.6    11%      $481.8  $442.9      9%
                               ====== ====== ========    ======  ======  ========
</TABLE>

Net sales of Activase, registered trademark,(Alteplase, recombinant) tissue-
plasminogen activator increased 12% in the third quarter of 1995 compared to 
the third quarter of 1994, and increased 8% for the year-to-date period 
ended September 30, 1995 over the comparable prior year period.  The 
increase primarily reflects growth in U.S. market share; an increase in the 
number of patients receiving thrombolytic therapy in the U.S. for the year-

                                   Page 10

to-date 1995 period; and $3.8 million of sales of bulk product to Japanese 
licensees in the year-to-date period of 1995.  In April 1995, the Food and 
Drug Administration (FDA) approved for marketing an accelerated infusion of 
Activase, allowing revised labeling for the product incorporating data from 
the Global Utilization of Activase and Streptokinase in Occluded Coronary 
Arteries (GUSTO) study.  Also during the second quarter, an analysis of the 
GUSTO trial published in the New England Journal of Medicine determined that 
Activase is cost-effective relative to other medical treatments.  As part of 
the approved agreement with Roche discussed in Note 2 of the Notes to 
Condensed Consolidated Financial Statements, Roche now has exclusive rights to 
sell Activase in Canada, and Genentech will receive a royalty from Roche on 
such sales.

Net sales of the Company's two growth hormone products - Protropin, registered 
trademark, (somatrem for injection) and Nutropin, registered trademark, 
(somatropin [rDNA origin] for injection) - remained essentially flat for the 
third quarter of 1995 compared to the same period in 1994.  Growth hormone 
sales decreased 2% year-to-date 1995 compared to 1994, as a slight volume 
increase in sales was offset by the impact of pricing programs for 
distribution channels and for the managed care sector.  Genentech faces the 
possibility of additional competition from four competitors in the growth 
hormone market.  Three of these companies, BioTechnology General (BTG), Novo 
Nordisk and Pharmacia AB, have received FDA approval to market their growth 
hormone products for the treatment of growth hormone inadequacy in children.  
However, as a result of the assertion of certain Genentech patents, a court 
has temporarily prohibited two of these products - Novo Nordisk's and BTG's - 
from entering the market pending a full trial.  Future court decisions will 
determine whether these two products will be permanently enjoined from the 
market.  Pharmacia's product may enter the market at any time.  Genentech has 
a clear competitive strategy in place, but additional competition will have 
some impact on growth hormone sales.  As part of the approved agreement with 
Roche discussed in Note 2 of the Notes to Condensed Consolidated Financial 
Statements, Roche now has exclusive rights to sell Protropin and Nutropin in 
Canada, and Genentech will receive a royalty from Roche on such sales.

Net sales of Pulmozyme, registered trademark, (dornase alfa), increased 43% 
for the quarter and year-to-date periods ended September 30, 1995 over the 
comparable periods in 1994.  The increase primarily reflects market launches 
in additional European countries and continued adoption of the product by 
physicians to treat cystic fibrosis patients. The Company currently markets 
the drug in the United States.  Under the previously existing collaboration 
with F. Hoffmann-LaRoche, Ltd. (HLR), Genentech Europe Limited and its 
affiliates promoted Pulmozyme in the United Kingdom, Ireland, the Netherlands 
and Germany, while HLR was responsible for promoting the product in the 
remaining Western European countries in the collaboration.  As a result of the 
stockholder approval of the new agreement with Roche discussed in Note 2 in 
the Notes to Condensed Consolidated Financial Statements, Roche now has 
exclusive rights to sell Pulmozyme in Canada and in all countries in Western 
Europe, and Genentech Europe Limited and its affiliates will no longer promote 
Pulmozyme.  Instead, Genentech will receive a royalty on sales of Pulmozyme in 
these countries.
<TABLE>
<CAPTION>
                                    Quarter ended           Nine months ended
                                     September 30              September 30
ROYALTIES, CONTRACT AND        ----------------------    ------------------------
  OTHER, AND INTEREST INCOME    1995   1994  % Change     1995    1994   % Change
-----------------------------  ------ ------ --------    ------  ------  --------
<S>                           <C>    <C>       <C>      <C>     <C>        <C>
Royalties                      $45.6  $33.1     38%      $142.2  $92.9      53%
Contract and other               4.5    7.2    (38)        28.6   21.5      33
Interest income                 15.3   10.9     40         43.4   30.2      44
</TABLE>

                                   Page 11

Royalty income increased as a result of increases in licensees' net sales 
subject to royalties, new royalty arrangements, and the receipt and 
recognition of $22.5 million of royalties in 1995 ($7.5 million in the third 
quarter) relating to the December 1994 settlement with Eli Lilly and Company.  
The impact on total royalties of changes in foreign currency translation 
rates, net of gains and losses recognized on foreign exchange hedging 
instruments and the amortization of expense related to foreign currency 
options outstanding during the period, was not material.  Under the new 
agreement with Roche, Genentech will receive royalties on Canadian sales of 
Genentech's existing products and Western European sales of Pulmozyme, and 
potentially will receive royalities on non-U.S. sales of future products 
should Roche exercise its option to use and sell such products.

Contract revenues decreased between quarters but remained even in the 1995 
year-to-date period compared to 1994 due to variations in the timing of 
contract benchmark achievements, varying payment amounts and the initiation of 
new arrangements.  Other revenues for the nine months ended September 30, 1995 
included $6.4 million of gains recorded from the sales of biotechnology equity 
securities previously owned by the Company.  Under the new agreement with 
Roche, contract revenue may increase in future periods if Roche exercises its 
option to co-develop future products.

The increase in interest income occurred due to a larger investment portfolio 
in 1995 than in 1994 and higher average market interest rates in the twelve 
months preceding September 30, 1995 than in the twelve months preceding 
September 30, 1994.  The total investment portfolio, consisting of cash and 
cash equivalents, and short- and long-term marketable securities, increased to 
$1,080.2 million as of September 30, 1995 from $874.8 million as of September 
30, 1994, and from $920.9 million as of December 31, 1994.
<TABLE>
<CAPTION>
                                   Quarter ended            Nine months ended
                                    September 30               September 30
                               ----------------------    ------------------------
COSTS AND EXPENSES              1995   1994  % Change     1995    1994   % Change
-----------------------------  ------ ------ --------    ------  ------  --------
<S>                           <C>    <C>       <C>      <C>     <C>        <C>
Cost of sales                  $ 24.4 $ 24.5     -%      $ 75.4  $ 71.2      6%
Research and development         86.0   73.2    17        268.1   220.6     22
Marketing, general and
  administrative                 55.2   59.3    (7)       187.4   180.2      4
Special charge 
 (primarily merger related)       9.0     -      -         17.0      -       -
Interest expense                  2.0    1.8    11          5.9     5.4      9
                               ------ ------ --------    ------  ------  --------
   Total costs and expenses    $176.6 $158.8    11%      $553.8  $477.4     16%
                               ====== ====== ========    ======  ======  ========
</TABLE>

Cost of sales remained flat in the third quarter of 1995 compared to the third 
quarter of 1994, although product sales increased during the period, because 
1994 cost of sales included a $1.3 million reserve primarily for expected 
product expiration of Pulmozyme inventories.  Cost of sales for the year-to-
date period ended September 30, 1995 increased over 1994 due to higher product 
sales and changes in the product mix.  These increases were partly offset by a 
decrease in inventory reserves provided, from $11.5 million in the 1994 year-
to-date period to $2.2 million in 1995.  The reserves recorded in 1994 were 
primarily for the likely expiration of Pulmozyme and Nutropin product prior to 
sale.  These products were launched in the beginning of 1994 and did not meet 
the Company's initial expectations for sales that year.


                                Page 12

R&D expenses increased 17% in the third quarter period of 1995 over the 
comparable period in 1994 due to increased production of products for clinical 
trials and expenses related to anti-HER2 Phase III worldwide clinical trials 
as a therapy for breast cancer, IGF-1 Phase II trials for diabetes, and Phase 
II NGF trials related to peripheral neuropathies.  R&D for the year-to-date 
period ended September 30, 1995 increased over 1994 for the reasons stated 
above plus expenses incurred during the first six months of 1995 for 
investigating Pulmozyme in a Phase III trial as a treatment for patients with 
Chronic Obstructive Pulmonary Disease (COPD); and higher first quarter 1995 
in-licensing expenses.  The Company halted its research program for Pulmozyme 
for use in COPD in the beginning of the third quarter due to the lack of 
demonstrable benefit shown at the time of an interim analysis of the Phase III 
trial results.  The findings of the analysis do not change current treatment 
recommendations for patients with cystic fibrosis, for which Pulmozyme has a 
proven record of safety and efficacy.  The Company intends to continue its 
commitment to investment in research and development and has announced plans 
to accelerate product development activities.

Marketing, general and administrative expenses decreased in the quarter ended 
September 30, 1995 over the comparable prior year period primarily due to a 
$4.0 million charge for the writedown of a biotechnology marketable equity 
security during the third quarter of 1994. The increase in the 1995 year-to-
date period over the comparable 1994 period is due to an overall increase in 
corporate expenses.

In March 1995, the Financial Accounting Standards Board (FASB) issued 
Statement of Financial Accounting Standards (FAS) No. 121, "Accounting for the 
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," 
which requires the Company to review for impairment long-lived assets, certain 
identifiable intangibles, and goodwill related to those assets whenever events 
or changes in circumstances indicate that the carrying amount of an asset may 
not be recoverable.  In certain situations, an impairment loss would be 
recognized.  FAS 121 is effective for the Company's 1996 fiscal year.  In 
October 1995, the FASB issued FAS 123 "Accounting for Stock Based 
Compensation" which also will be effective for the Company's 1996 fiscal year. 
FAS 123 allows companies which have stock-based compensation arrangements with 
employees to adopt a new fair-value basis of accounting for stock options and 
other equity instruments, or to continue to apply the existing accounting 
rules under APB Opinion 25 "Accounting for Stock Issued to Employees" but with 
additional financial statement disclosure.  The Company is evaluating the 
impact of both of these new standards on its financial position, results of 
operations, and cash flows.

The $9.0 million special charge in the third quarter of 1995 ($17.0 million 
for the nine months ended September 30, 1995) includes $5.0 million related to 
the merger agreement with Roche ($13.0 million year-to-date) and $4.0 million 
of charges associated with the resignation of the Company's former President 
and Chief Executive Officer.  The merger related charges include legal 
expenses, investment banking fees, filing fees and other costs related to the 
agreement, as well as charges associated with the proposed settlement of 
stockholder lawsuits filed after the transaction was announced.  The Company 
expects to incur approximately $8.0 million in additional merger-related 
special charges in the fourth quarter of 1995.

Interest expense primarily relates to the Company's 5% convertible 
subordinated debentures and a $25 million long-term borrowing arrangement 
which commenced in February 1995.






                                  Page 13

<TABLE>
<CAPTION>
                                  Quarter ended            Nine months ended
                                   September 30               September 30
                               ---------------------    ------------------------
INCOME TAXES                     1995         1994         1995          1994  
-----------------------------  --------     --------    ----------    ---------- 
<S>                            <C>          <C>          <C>           <C>
Income taxes                    $ 7.1        $ 1.4        $21.3         $ 4.4
</TABLE>

The increase in income tax expense was due to higher income before taxes and 
an increase in the effective income tax rate, from 4% in 1994 to 15% in 1995.  
The increase in the effective tax rate was primarily related to a higher 
alternative minimum tax (AMT) in 1995, due to the complete utilization of 
available AMT loss carryforwards in 1994.
<TABLE>
<CAPTION>
                                    Quarter ended            Nine months ended 
                                     September 30               September 30
                               ----------------------     ------------------------
NET INCOME                      1995   1994  % Change      1995    1994   % Change
-----------------------------  ------ ------ --------     ------  ------  --------
<S>                           <C>    <C>        <C>      <C>     <C>         <C>
Net income                     $40.2  $33.6      20%      $120.8  $105.8      14%
Earnings per share               .33    .28                 1.00     .89
</TABLE>

Net income increased in 1995 due to overall higher revenues from all sources,
partially offset by increases in research and development, the special charge
and income taxes.


LIQUIDITY AND CAPITAL
  RESOURCES                       September 30, 1995     December 31, 1994
-----------------------------    --------------------   -------------------

Cash, cash equivalents, 
  short-term investments
  and long-term marketable
  securities                          $ 1,080.2               $ 920.9

Working capital                           902.6                 776.6


LIQUIDITY AND CAPITAL RESOURCES

Cash generated from operations, maturities of investments, stock issuances and 
long-term borrowings, was used to make investments in marketable securities, 
other assets and capital additions.  Cash and cash equivalents at September 
30, 1995 increased $117.8 million compared to December 31, 1994.  Working 
capital increased $126.0 million.  The Company believes that its cash, cash 
equivalents, and short-term and long-term investments, together with funds 
provided by operations and leasing arrangements, will be sufficient to meet 
its cash requirements.

Capital expenditures totaled $38.3 million in the first nine months of 1995 
compared to $58.9 million in the same period in 1994.  The decrease was due to 
the construction in 1994 of a central process utility plant and additional 
manufacturing facilities, and the 1994 purchase of land for building 
expansion.


                                   Page 14


Accounts receivable increased $30.0 million or 20% from December 1994 to 
September 1995.  The change is due to: a $9.6 million increase in receivables 
due from Roche, including amounts receivable for Pulmozyme shipments to the 
European collaboration, contract payments and other items; a $12.2 million 
increase in receivables for reimbursements related to construction of a new 
process science facility and development of the Company's second manufacturing 
site; and $8.2 million in increases in receivables for product sales and 
contract revenue.  Other assets increased $30.7 million in the same period 
primarily attributable to the 1995 $25.0 million repurchase from a licensee of 
the right to sell Activase in Canada.  The asset is being amortized over ten 
years, and is expected to be recovered through royalties received from Roche 
on product sales in Canada.

















































                                   Page 15




                   INDEPENDENT ACCOUNTANTS' REVIEW REPORT



The Board of Directors and Stockholders
Genentech, Inc.


We have reviewed the accompanying condensed consolidated balance sheet of 
Genentech, Inc. as of September 30, 1995, and the related condensed 
consolidated statements of income for the three-month and nine-month periods 
ended September 30, 1995 and 1994, and the condensed consolidated statements 
of cash flows for the nine-month periods ended September 30, 1995 and 1994.  
These financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the 
American Institute of Certified Public Accountants.  A review of interim 
financial information consists principally of applying analytical procedures 
to financial data, and making inquiries of persons responsible for financial 
and accounting matters.  It is substantially less in scope than an audit 
conducted in accordance with generally accepted auditing standards, which will 
be performed for the full year with the objective of expressing an opinion 
regarding the financial statements taken as a whole.  Accordingly, we do not 
express such opinion.

Based on our reviews, we are not aware of any material modifications that 
should be made to the accompanying condensed consolidated financial statements 
referred to above for them to be in conformity with generally accepted 
accounting principles.

We have previously audited, in accordance with generally accepted auditing 
standards, the consolidated balance sheet of Genentech, Inc. as of December 
31, 1994, and the related consolidated statements of income, stockholders' 
equity, and cash flows for the year then ended (not presented herein) and in 
our report dated January 17, 1995, we expressed an unqualified opinion on 
those consolidated financial statements.  In our opinion, the information set 
forth in the accompanying condensed consolidated balance sheet as of December 
31, 1994, is fairly stated, in all material respects, in relation to the 
consolidated balance sheet from which it has been derived.





                                             ERNST & YOUNG LLP

San Jose, California 
October 10, 1995












                                    Page 16


                                 GENENTECH, INC.
                           PART II.  OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In May 1995, the Company, its directors, two former directors and Roche were 
named as defendants in a number of suits filed in the Court of Chancery, 
County of New Castle, Delaware, which have been consolidated in a single 
action, by certain individual stockholders purporting to represent 
stockholders as a class alleging, in general, breach of their fiduciary duties 
to the Company in connection with the proposed extension of Roche's option to 
cause the Company to redeem the outstanding non-Roche owned common stock and 
transactions related thereto (the Proposed Transactions).  As relief, the 
suits seek, among other things, a preliminary and permanent injunction against 
the vote held at the Special Meeting of the stockholders of the Company held 
in connection with the Proposed Transactions; a preliminary and permanent 
injunction against consummation of the Proposed Transactions; an order voiding 
the Proposed Transactions in the event they are approved by the vote of the 
stockholders; and damages in an unspecified amount.  The Company, Roche and 
the attorneys representing the plaintiff stockholders have entered into a 
memorandum of understanding settling all claims against the defendants in 
these actions.  In connection with the settlement, if approved by the court, 
Roche would increase the prices at which it could cause Genentech to redeem 
the non-Roche owned common stock by $0.50 per share per quarter, to a final 
price of $82.50 in the quarter ending June 30, 1999, and Genentech would agree 
to pay the plaintiffs' attorneys up to $3.5 million in attorney fees if the 
fees are approved by the Court.  In addition, Genentech will absorb the 
termination costs of six Europe-based Genentech employees.

See also Note 2 "Transaction with Roche Holdings, Inc." and Note 4 "Legal 
Proceedings", each in Part I "Notes to Condensed Consolidated Financial 
Statements."


ITEM 5.     OTHER INFORMATION

At a special meeting of stockholders held on October 25, 1995, the Company's 
stockholders voted upon and approved an Agreement and Plan of Merger, dated as 
of May 23, 1995, as amended and restated (the "Merger Agreement"), among the 
Company, Roche Holdings, Inc., a Delaware corporation ("Roche") and HLR (U.S.) 
II, Inc., a Delaware corporation and a wholly owned subsidiary of Roche 
("Merger Sub").  Pursuant to the Merger Agreement, among other things, the 
Merger Sub was merged (the "Merger") with and into the Company, and each share 
of the Company's common stock (other than shares of common stock held by Roche 
and its affiliates) was converted into one share of the Company's special 
common stock.  The Merger became effective on October 25, 1995.  Additional 
information concerning the Merger and the transactions related thereto may be 
found in certain Securities and Exchange Commission filings relating to the 
Company, including a Schedule 13E-3, dated June 2, 1995, as amended September 
8, 1995, September 18, 1995 and November 3, 1995, filed by the Company and 
Roche, which is hereby incorporated herein by reference.

See also Note 2 "Transaction with Roche Holdings, Inc." in Part I "Notes to 
Condensed Consolidated Financial Statements."







                                  Page 17



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            (a)  Exhibits

                 15.1   Letter re:   Unaudited Interim Financial Information

                 27.1   Financial Data Schedule

            (b)  Reports on Form 8-K


In a report filed on Form 8-K dated July 10, 1995, the Company reported the 
issuance of a press release on July 7, 1995 related to the resignation of its 
former President and Chief Executive Officer.

In a report filed on Form 8-K dated July 18, 1995, the Company reported the 
issuance of a press release on July 18, 1995 related to its earnings for the 
period ended June 30, 1995, which was filed because it made reference to 
matters relating to the then-pending merger agreement with Roche, at that time 
the subject of preliminary proxy materials filed with the Securities and 
Exchange Commission.








































                                     Page 18



                                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:   November 14, 1995                    GENENTECH, INC.


   /S/ARTHUR D. LEVINSON                        /S/LOUIS J. LAVIGNE, JR.
   -------------------------------------        -----------------------------
   Arthur D. Levinson, Ph.D.                    Louis J. Lavigne, Jr.
   President and Chief Executive Officer        Senior Vice President and
                                                Chief Financial Officer



                                                /S/BRADFORD S. GOODWIN
                                                -----------------------------
                                                Bradford S. Goodwin
                                                Vice President and Controller




































                                      Page 19




Exhibit 15.1


November 14, 1995


Securities and Exchange Commission
Washington, DC  20549

We are aware of the incorporation by reference in the Registration 
Statements pertaining to the 1994 Stock Option Plan, the 1991 Employee 
Stock Plan, the 1990 Stock Option/Stock Incentive Plan, the 1984 Incentive 
Stock Option Plan and the 1984 Non-Qualified Stock Option Plan, the shares 
issuable to certain warrant holders, the shares issuable to certain 
convertible subordinated debenture holders, the Genentech, Inc. Tax 
Reduction Investment Plan and in the related prospectuses, as applicable, 
contained in such Registration Statements of our report dated October 10, 
1995 relating to the unaudited condensed consolidated interim financial 
statements of Genentech, Inc. which are included in its Form 10-Q for the 
quarter and nine months ended September 30, 1995.

Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a 
part of the registration statement prepared or certified by accountants 
within the meaning of Section 7 or 11 of the Securities Act of 1933.


                                             Very truly yours,




                                             ERNST & YOUNG LLP



























                                      Page 20