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, 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.
               (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                 76,621,009
Class                                       Outstanding at September 30, 1996

Special Common Stock $.02 par value         44,548,651
Class                                       Outstanding at September 30, 1996







                                   GENENTECH, INC.
                                        INDEX


PART I.     FINANCIAL INFORMATION                                    PAGE NO.

Condensed Consolidated Statements of Income -
for the three months and nine months ended
September 30, 1996 and 1995                                               3

Condensed Consolidated Statements of Cash Flows -
for the nine months ended September 30, 1996 and 1995                     4

Condensed Consolidated Balance Sheets -
September 30, 1996 and December 31, 1995                                  5

Notes to Condensed Consolidated Financial Statements                   6-10

Financial Review                                                      11-18

Independent Accountants' Review Report                                   19

PART II.     OTHER INFORMATION                                           20

SIGNATURES                                                               21




































                                      Page 2

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


                                             Three Months           Nine Months
                                          Ended September 30     Ended September 30
                                         ---------------------  --------------------
                                            1996        1995      1996       1995
                                         ---------   ---------  ---------  ---------
<S>                                      <C>         <C>        <C>        <C>
Revenues:
  Product sales (including amounts       $ 142,463   $ 158,478  $ 443,105  $ 481,781
    from related parties:
    three months 1996-$1,659; 1995-$0;
    nine months 1996-$11,151; 1995-$0)
  Royalties (including amounts from         54,429      45,642    160,546    142,215
    related parties: three months -
    1996-$6,812; 1995-$3,246; nine 
    months - 1996-$19,325; 1995-$7,876)
  Contract and other (including             38,859       4,494     87,991     28,577
    amounts from related parties: 
    three months: 1996-$35,977; 
    1995-$2,331; nine months:
    1996-$79,409; 1995-$11,902)
  Interest                                  15,956      15,297     46,711     43,358
                                         ---------   ---------  ---------  ---------
     Total revenues                        251,707     223,911    738,353    695,931

Costs and expenses:
  Cost of sales (including amounts          24,836      24,369     77,868     75,431
    from related parties: 
    three months: 1996-$1,244; 1995-$0;
    nine months: 1996-$9,085; 1995-$0)
  Research and development                 114,772      85,971    343,008    268,097
  Marketing, general and administrative     61,864      55,249    174,893    187,386
  Special charge (merger related)                -       9,000          -     17,000
  Interest                                   1,094       1,994      3,986      5,904
                                         ---------   ---------  ---------  ---------
    Total costs and expenses               202,566     176,583    599,755    553,818

Income before taxes                         49,141      47,328    138,598    142,113
 
Income tax provision (benefit)              (1,801)      7,099     27,720     21,317
                                         ---------   ---------  ---------  ---------
Net income                               $  50,942   $  40,229  $ 110,878  $ 120,796
                                         =========   =========  =========  =========
Net income per share                     $     .41   $     .33  $     .90  $    1.00
                                         =========   =========  =========  =========
Weighted average number of shares used
  in computing per share amounts           123,589     121,334    123,402    120,909
                                         =========   =========  =========  =========

<FN>



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

                                      Page 3
<TABLE>
<CAPTION>
                                   GENENTECH, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (thousands)
                                     (unaudited)

                                                                   Nine Months
                                                                Ended September 30
                                                              ----------------------
                                                                 1996        1995
                                                              ----------  ----------
<S>                                                          <C>         <C>
Cash flows from operating activities:
  Net income                                                  $ 110,878   $ 120,796
  Adjustments to reconcile net income to net cash provided
   by operating activities:
   Depreciation and amortization                                 46,189      43,702
   Deferred income taxes                                        (13,278)          -
   Gain on sales of securities available-for-sale                  (472)     (5,897)
   Loss on sales of securities available-for-sale                   263           -
   Writedown of securities available-for-sale                         -       6,609
   Gain on sale of a non-marketable equity security                   -        (703)
   Writedown of non-marketable equity securities                      -         469
   Loss on fixed asset dispositions                                 601          32
  Changes in assets and liabilities:
     Receivables and other current assets                       (30,475)    (47,047)
     Inventories                                                  1,603      10,500
     Accounts payable, other current liabilities 
       and other long-term liabilities                          (10,291)     10,471
                                                              ----------  ----------
  Net cash provided by operating activities                     105,018     138,932

Cash flows from investing activities:
  Purchases of securities held-to-maturity                     (543,833)   (481,551)
  Proceeds from maturities of securities held-to-maturity       580,304     666,366
  Purchases of securities available-for-sale                   (237,803)   (243,729)
  Proceeds from sales of securities available-for-sale          134,814      35,800
  Purchases of non-marketable equity securities                  (7,523)          -
  Proceeds from sale of a non-marketable equity security              -         703
  Capital expenditures                                          (86,574)    (38,290)
  Change in other assets                                          3,130     (32,594)
                                                              ----------  ----------
  Net cash used in investing activities                        (157,485)    (93,295)

Cash flows from financing activities:
  Stock issuances                                                61,821      45,607
  Additions to long-term debt and
   short-term borrowings                                              -      27,224
  Repayment of long-term debt, including
   current portion                                                 (358)       (646)
                                                              ----------  ----------
  Net cash provided by financing activities                      61,463      72,185
                                                              ----------  ----------
Net increase in cash and cash equivalents                         8,996     117,822
  Cash and cash equivalents at beginning of period              137,043      66,713
                                                              ----------  ----------
  Cash and cash equivalents at end of period                  $ 146,039   $ 184,535
                                                              ==========  ==========

<FN>
              See notes to condensed consolidated financial statements.
</TABLE>
                                     Page 4

<TABLE>
<CAPTION>
                                   GENENTECH, INC.
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                     (thousands)
                                     (unaudited)
                                                      September 30,     December 31,
                                                          1996              1995
                                                      ------------      ------------
ASSETS
<S>                                                  <C>               <C>
Current assets:
  Cash and cash equivalents                           $    146,039      $    137,043
  Short-term investments                                   519,538           603,296
  Accounts receivable, net (including amounts 
    from related parties: 1996-$54,309;
    1995-$19,281)                                          196,413           172,160
  Inventories                                               92,045            93,648
  Prepaid expenses and other current assets                 46,064            39,267
                                                      ------------      ------------
     Total current assets                                1,000,099         1,045,414

Long-term marketable securities                            510,582           356,475
Property, plant and equipment, less
  accumulated depreciation
 (1996-$308,391; 1995-$268,751)                            549,059           503,654
Other assets                                               111,245           105,452
                                                      ------------      ------------
Total assets                                          $  2,170,985      $  2,010,995
                                                      ============      ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts and notes payable                          $     30,215      $     37,459
  Other current liabilities (including 
    amounts due to related parties:
    1996-$9,847; 1995-$8,745)                              186,275           195,985
                                                      ------------      ------------
     Total current liabilities                             216,490           233,444

Long-term debt                                             150,000           150,000
Other long-term liabilities                                 25,071            25,504
                                                      ------------      ------------
     Total liabilities                                     391,561           408,948

Stockholders' equity:
  Preferred stock                                               -                  -
  Special common stock                                         891               853
  Common stock                                               1,532             1,532
  Other stockholders' equity                             1,777,001         1,599,662
                                                      ------------      ------------
Total stockholders' equity                               1,779,424         1,602,047
                                                      ------------      ------------
Total liabilities and stockholders' equity            $  2,170,985      $  2,010,995
                                                      ============      ============

<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, 1996 
and 1995 are not necessarily indicative of the results that may be expected 
for the year ending December 31, 1996.  The condensed consolidated balance 
sheet as of December 31, 1995 has been derived from the audited financial 
statements as of that date.  For further information, refer to the 
consolidated financial statements and notes thereto included in the 
Company's Annual Report to Stockholders for the year ended December 31, 
1995.

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the amounts reported in the financial statements and accompanying 
notes. Actual results could differ from those estimates.


Note 2.     New Accounting Standards

In March 1995, the Financial Accounting Standards Board (FASB) issued 
Statement of Financial Accounting Standards (FAS) 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. The Company adopted FAS 121 in the quarter ended March 31, 1996.  
The adoption did not have a material impact on the financial position, results 
of operations or cash flows of the Company.

In October 1995, the FASB issued FAS 123 "Accounting for Stock-Based 
Compensation" which also is 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 will continue to 
account for stock-based compensation arrangements under APB Opinion 25, 
therefore the adoption of FAS 123 did not have a material impact on its 
financial position, results of operations, or cash flows.


Note 3.     Agreement with Roche Holdings, Inc.

On October 25, 1995, a new agreement (the Agreement) with Roche Holdings, Inc. 
(Roche) was approved by Genentech's non-Roche stockholders to extend to June 
30, 1999, Roche's option to cause Genentech to redeem the outstanding callable


                                   Page 6
                               
                                GENENTECH, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

putable common stock (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 Genentech's 
cost to redeem the special common stock.  The Agreement also granted the 
additional right to shareholders to sell all, some or none of their shares to 
the Company at $60.00 per share in the thirty business day period following 
June 30, 1999, in the event that Roche has not exercised its redemption rights 
(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).  In conjunction with the Agreement, F. Hoffmann-La Roche Ltd (HLR) was 
granted an option at terms discussed below for ten years for licenses to use 
and sell certain of Genentech's products in non-U.S. markets.  As a general 
matter, such option for a Genentech product must be exercised at, or prior to 
if Genentech mutually agrees, the conclusion of phase II clinical trials for 
each product.  In general, for each product for which HLR exercises its option 
(option product), the Company and HLR will share equally all development 
expenses, including preclinical, clinical, process development and related 
expenses, incurred by the Company through that date and prospectively, with 
respect to the development of the option 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 Genentech for HLR's share of development 
costs incurred prior to HLR's option exercise date, 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 Genentech. In general, Genentech will 
supply HLR's clinical requirements of option products at cost and its 
commercial requirements at cost plus 20%.  In general, HLR will pay a royalty 
of 12.5% until an option product reaches $100 million in aggregate sales 
outside of the United States, at which time the royalty rate increases to 15%. 
In addition, HLR has exclusive rights to, and pays the Company 20% royalties 
on, Canadian sales of the Company's existing approved products in Canada, and 
European sales of Pulmozyme, registered trademark.  Consequently, in the 
fourth quarter of 1995, the Company transferred to HLR the rights to its 
Canadian product sales, and its European sales of Pulmozyme, and commenced 
recording royalty revenue from HLR on such sales.

Contract revenue in the quarter ended September 30, 1996, included $28.4 
million primarily related to HLR's exercise of its option with respect to the 
development of nerve growth factor (NGF) outside of the United States.  
Contract revenue year to date 1996 also includes the following HLR option 
exercises related to product development outside of the United States:  $17.1 
million in the first quarter for IDEC-C2B8 (a one time option fee of $13.1 
million, and $4.0 million for reimbursement of development costs incurred by 
Genentech during the first quarter but after the exercise date); and $19.3 
million in the second quarter for insulin-like growth factor (IGF-1).  All 
other contract revenue from HLR in the three and nine month periods ended 
September 30, 1996 totaled $7.6 million and $14.6 million, respectively.


Note 4.     Legal Proceedings

The Company is a party to various legal proceedings including patent 
infringement cases involving human growth hormone products and Activase, 
registered trademark; product liability cases involving Activase and 
Protropin, registered trademark; and class action lawsuits regarding 
Protropin.  In addition, in 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 Genentech's clinical, sales, 
and marketing activities associated with human growth hormone.

                                   Page 7
                                GENENTECH, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)


The Company, its directors, two former directors and Roche were defendants in 
a number of suits filed in Delaware, which were consolidated in a single 
action, by certain individual stockholders purporting to represent 
stockholders as a class alleging, in general, breach of the defendants' 
fiduciary duties to the Company in connection with the then proposed extension 
of Roche's option to cause the Company to redeem the outstanding non-Roche 
owned redeemable common stock and transactions related thereto.  The Company, 
Roche and the attorneys representing the plaintiff stockholders entered into a 
memorandum of understanding settling all claims against the defendants in 
these actions.  In August 1996, a Delaware Chancery Court approved the 
settlement, and the appeal period for the settlement expired in September 
1996.  In connection with the settlement, Roche agreed to increase the prices 
at which it may cause Genentech to redeem the non-Roche owned special common 
stock by $0.50 per share per quarter, to a final price of $82.50 in the 
quarter ending June 30, 1999; Genentech paid the plaintiffs' attorneys' fees; 
and in connection with the then proposed merger, Genentech absorbed the 
termination costs of six Europe-based Genentech employees.

On June 28, 1995 and August 10, 1995, the U.S. District Court for the Southern 
District of New York issued preliminary injunctions against Novo Nordisk A/S 
and certain of its affiliates (Novo) and Biotechnology General Corporation and 
its affiliate (BTG), respectively, which prohibited 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 April 8, 1996, the U.S. Court of 
Appeals for the Federal Circuit upheld the preliminary injunction against BTG. 
On February 26, 1996, the same court overruled the preliminary injunction 
against Novo.  However, on June 27, 1996, a United States District Court judge 
in New York granted the Company's request for a second preliminary injunction 
against Novo, based on a recently issued U.S. patent that the Company did not 
assert in the earlier proceeding. Future court decisions will determine 
whether Novo's and BTG's human growth hormone products will be permanently 
enjoined from the U.S. market.

On May 28, 1996, the Company filed a suit for patent infringement and 
declaratory judgment of patent infringement in the Federal District Court for 
the District of Massachusetts against Boehringer Mannheim GmbH (BM) and 
Boehringer Mannheim Corporation, alleging that the manufacture, use and sale 
of their thrombolytic agent, Reteplase, infringes five Genentech patents 
relating to Activase and/or general biotechnology processes.  On May 24, 1996, 
Genentech and its licensee, Boehringer Ingelheim GmbH, filed suit in the 
commercial court in Dusseldorf, Germany, against BM alleging that BM's 
manufacture of Reteplase in Germany infringes one of Genentech's European 
patents relating to Activase.  A separate lawsuit brought by BM in Munich, 
Germany, alleging that Reteplase does not infringe Genentech's patent, has 
been consolidated by the German court with the lawsuit in Dusseldorf.  A 
hearing on those cases is scheduled to take place in Dusseldorf in March 1997.

In July 1996, the Company and Tanox Biosystems, Inc. (Tanox) announced the 
settlement of pending lawsuits filed by each company against the other and  
new joint development and cross license agreements relating to anti-IgE
monoclonal antibodies.  The two companies and Ciba-Geigy Ltd., which is 
jointly developing anti-IgE antibodies with Tanox, agreed in principle to 
combine their existing anti-IgE antibody development projects into a 
cooperative development effort, and, upon commercialization, to participate in 
a joint U.S. marketing and U.S. and European profit sharing arrangement.

                                     Page 8

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


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.


Note 5.     Inventories

Inventories at September 30, 1996 and December 31, 1995 are summarized below:

                                           1996            1995
                                        ----------      ----------
                                                (thousands)

            Raw materials               $   18,261      $  12,808
            Work in process                 62,746         67,239
            Finished goods                  11,038         13,601
                                        ----------      ----------
                Total                   $   92,045      $  93,648
                                        ==========      ==========

Note 6.     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 Company eliminated the accumulated deficit of $329.5 million 
by a transfer from additional paid-in capital in an amount equal to the 
accumulated deficit.

The Company has been reporting 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 the 
accounting and quasi-reorganization literature existing at the date the quasi-
reorganization was effected. If the provisions of the subsequently issued 
Staff Accounting Bulletin 86 (SAB 86) had been applied, net income for the 
nine months ended September 30, 1995, would have been reduced by $11.8 million 
or $.10 per share because SAB 86 would require that the tax benefits of prior 
operating loss and tax credit carryforwards be reported as a direct addition 
to additional paid-in capital rather than being recorded in the income 
statement. The Securities and Exchange Commission staff has indicated that it 
would not object to the Company's accounting for such tax benefit. 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 
three months ending September 30, 1995 or the three or nine month periods 
ended September 30, 1996.






                                    Page 9


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


Note 7.     Change in Effective Income Tax Rate

The Company's effective income tax rate for the three and nine month periods 
ended September 30, 1996 was (4)% and 20%, respectively, compared to 15% in 
the comparable periods of 1995.  The third quarter of 1996 includes a 
reduction in the tax provision of $11.6 million in order to adjust the year to 
date rate from 33% to 20%, resulting in a net tax benefit of $1.8 million for 
the quarter.  Genentech is reviewing its operating plan for 1997 and beyond.  
In connection with that review, the Company has decided not to implement, at 
this time, the previously announced approach for research and development 
funding and manufacturing by international subsidiaries of certain of its 
development products, which are progressing in clinical trials.  As a result 
of the latest change, the Company's effective tax rate is expected to be 20% 
for the fourth quarter and full year 1996, rather than 33% as previously 
announced. The rate increase to 20% on a year to date basis in 1996 from 15% 
in the prior year is due to the recognition of a greater amount of tax credit 
carryforwards in 1995 than in 1996.







































                                     Page 10


                               GENENTECH, INC.
                              FINANCIAL REVIEW


AGREEMENT WITH ROCHE HOLDINGS, INC.

On October 25, 1995, a new agreement (the Agreement) with Roche Holdings, Inc. 
(Roche) was approved by Genentech's non-Roche stockholders to extend to June 
30, 1999, Roche's option to cause Genentech (the Company) to redeem the 
outstanding callable putable common stock (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 Genentech's cost to redeem the special common stock.  The 
Agreement also granted the additional right to shareholders to sell all, some 
or none of their shares to the Company at $60.00 per share in the thirty 
business day period following June 30, 1999 in the event that Roche has not 
exercised its redemption rights (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). In conjunction with the 
Agreement, F. Hoffmann-La Roche Ltd (HLR) was granted an option at terms 
discussed below for ten years for licenses to use and sell certain of 
Genentech's products in non-U.S. markets.  As a general matter, such option 
for a Genentech product must be exercised at, or prior to if Genentech 
mutually agrees, the conclusion of phase II clinical trials for each product.  
In general, for each product for which HLR exercises its option (option 
product), the Company and HLR will share equally all development expenses, 
including preclinical, clinical, process development and related expenses, 
incurred by the Company through that date and prospectively, with respect to 
the development of the option 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 Genentech for HLR's share of development costs 
incurred prior to HLR's option exercise date, 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 Genentech.  In general, Genentech will 
supply HLR's clinical requirements of option products at cost and its 
commercial requirements at cost plus 20%.  In general, HLR will pay a royalty 
of 12.5% until an option product reaches $100 million in aggregate sales 
outside of the United States, at which time the royalty rate increases to 15%.  
In addition, HLR has exclusive rights to, and pays the Company 20% royalties 
on, Canadian sales of the Company's existing approved products in Canada, and 
European sales of Pulmozyme, registered trademark.  Consequently, in the 
fourth quarter of 1995, the Company transferred to HLR the rights to its 
Canadian product sales, and its European sales of Pulmozyme, and commenced 
recording royalty revenue from HLR on such sales.

Contract revenue in the quarter ended September 30, 1996, included $28.4 
million primarily related to HLR's exercise of its option with respect to the 
development of nerve growth factor (NGF) outside of the United States.  
Contract revenue year to date 1996 also includes the following HLR option 
exercises related to product development outside of the United States:  $17.1 
million in the first quarter for IDEC-C2B8 (a one time option fee of $13.1 
million, and $4.0 million for reimbursement of development costs incurred by 
Genentech during the first quarter but after the exercise date); and $19.3 
million in the second quarter for insulin-like growth factor (IGF-1).  All 
other contract revenue from HLR in the three and nine month periods ended 
September 30, 1996 totaled $7.6 million and $14.6 million, respectively.




                                     Page 11


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

                                   Quarter ended           Nine months ended
                                    September 30             September 30
                               ----------------------    ------------------------
REVENUES                        1996   1995  % Change     1996    1995   % Change
----------------------         ------ ------ --------    ------  ------  --------
<S>                           <C>    <C>        <C>     <C>     <C>         <C>
Revenues                       $251.7 $223.9     12%     $738.4  $695.9       6%
                               ====== ====== ========    ======  ======  ========
PRODUCT SALES
----------------------
Activase                       $ 65.4 $ 73.2    (11)%    $214.3  $225.5      (5)%
Protropin and Nutropin           57.6   54.2      6       167.6   164.5       2
Pulmozyme                        18.0   30.1    (40)       57.7    88.9     (35)
Actimmune                         1.5    1.0     50         3.5     2.9      21
                               ------ ------ --------    ------  ------  --------
Total product sales            $142.5 $158.5    (10)%    $443.1  $481.8      (8)%
                               ====== ====== ========    ======  ======  ========
</TABLE>
Overall product sales in the three and nine month periods ended September 30, 
1996 decreased from the comparable periods in 1995, as reflected in the table 
above, primarily due to the fact that product sales to customers in Europe and 
Canada are now made by HLR instead of Genentech.  In conjunction with the 
Agreement with Roche, in the fourth quarter of 1995 Genentech stopped 
recording customer sales of Pulmozyme in Europe and of each of its products in 
Canada.  The Company instead began to provide its products to HLR at cost plus 
20% for HLR's sales to customers in these territories, and began to receive 
royalties from HLR on such sales.  In the third quarter of 1996, Genentech's 
product sales to HLR for Canadian and European sales were $1.7 million; in the 
comparable period of 1995 Genentech's sales to customers in these regions were 
$17.3 million. On a pro forma basis, including sales to HLR in 1996 and 
excluding Canadian and European customer sales in 1995, total product sales in 
the third quarter of 1996 were $142.5 million, compared to $141.2 million in 
1995.  In the year to date period, on a pro forma basis, total product sales 
were $443.1 million in 1996 and $434.3 million in 1995.  Year to date sales to 
HLR for Canadian and European sales in 1996 were $11.2 million; in 1995 
Genentech's customer sales in these regions were $47.5 million.  The new 
arrangement with Roche also resulted in higher royalties in 1996 and had an 
impact on cost of sales as a percent of sales; see comments below regarding 
these items.

Net sales of Activase, registered trademark, (Alteplase, recombinant tissue 
plasminogen activator), decreased in the third quarter of 1996 compared to the 
third quarter of 1995 (see table above), due to lower U.S. sales attributable 
to a drop in market size as discussed below, as well as the impact of not 
having Canadian customer sales in 1996 (such third quarter sales were $3.5 
million in 1995). On a pro forma basis as described above, 1996 third quarter 
sales of Activase were $65.4 million, compared to $69.7 million in the third 
quarter of 1995.  On a year to date basis, Activase sales decreased due to the 
loss of Canadian customer sales ($9.4 million on a year to date basis in 
1995), as well as the sale in 1995 of $3.8 million of bulk product to Japanese 
licensees. Activase sales on a pro forma basis for the year to date period 
were $214.3 million in 1996 compared to $216.1 million in 1995.  Although 
Activase's market share remains at approximately 80%, the overall size of the 
thrombolytic market during the third quarter of 1996 declined by approximately 
6% from the third quarter of 1995 as a result of the increasing use of 
mechanical reperfusion rather than thrombolytic therapy, as well as patients

                                    Page 12

receiving therapy through ongoing clinical trials.  In June 1996, the Company 
received clearance from the U.S. Food and Drug Administration (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.

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) - increased in the third quarter and 
year to date periods of 1996 over the comparable periods in 1995 (see table 
above), due to higher U.S. sales.  On a pro forma basis, growth hormone sales 
were $57.6 million in the third quarter of 1996 compared to $53.4 million in 
1995, and on a year to date pro forma basis sales were $167.6 million in 1996 
compared to $162.3 million in 1995.  In June 1996, a preliminary injunction 
was granted against Novo Nordisk and certain of its affiliates (Novo), 
prohibiting the sale of Novo's human growth hormone in the United States until 
a full trial on the matter is concluded.  In April 1996, an appeals court 
upheld the preliminary injunction against Biotechnology General and its 
affiliate (BTG), another of the Company's possible competitors, similarly 
prohibiting the sale of BTG's growth hormone product pending final 
determination of the action.

Net sales of Pulmozyme decreased in the three and nine month periods ended 
September 30, 1996 from the comparable periods in 1995, as reflected in  the 
table above, primarily in conjunction with the Agreement with Roche.  1995 
Pulmozyme sales included $13.0 million of sales to European and Canadian 
customers in the third quarter, and $35.9 year to date in 1995.  In 1996, 
sales in these territories are made by HLR. On a pro forma basis, Pulmozyme 
sales were $18.0 million in the third quarter of 1996, compared to $17.1 
million in the third quarter of 1995.  Pro forma sales were $57.7 million year 
to date in 1996, and $53.0 in 1995.  In October 1996, the Pulmonary-Allergy 
Drug Advisory Committee to the FDA recommended Pulmozyme for marketing 
clearance for treatment of cystic fibrosis (CF) patients with advanced 
disease.  The Advisory Committee further recommended that Genentech continue 
to study the long-term outcome of CF patients.

<TABLE>
<CAPTION>
                                   Quarter ended            Nine months ended
                                    September 30               September 30
ROYALTIES, CONTRACT AND        ----------------------    ------------------------
  OTHER, AND INTEREST INCOME    1996   1995  % Change     1996    1995   % Change
-----------------------------  ------ ------ --------    ------  ------  --------
<S>                           <C>     <C>     <C>       <C>     <C>       <C>
Royalties                      $54.4   $45.6    19%      $160.5  $142.2     13%
Contract and other              38.9     4.5   764         88.0    28.6    208
Interest income                 15.9    15.3     4         46.8    43.4      8
</TABLE>

Royalty income increased 19% in the quarter ended September 30, 1996, and 13% 
in the year to date period, primarily due to new royalties from HLR in 
conjunction with the Agreement. Under the new arrangement with Roche, 
effective in the fourth quarter of 1995, Genentech receives royalties from HLR 
on their sales of Genentech products in Europe and Canada. The first nine 
months of 1995 did not include such royalties because at that time Genentech 
recorded sales to customers in those territories. Royalties in 1996 also 
included higher income from existing licensees due to increased licensee 
sales.


                                  Page 13 

Contract and other income increased in the third quarter of 1996 over the 
third quarter of 1995 primarily due to $28.4 million of contract revenue from 
HLR primarily related to HLR's exercise of its option regarding NGF, as 
previously discussed. For the year to date period, contract and other income
increased $59.4 million, and included the NGF revenue plus $17.1 million in 
the first quarter of 1996 related to HLR's exercise of its option regarding 
IDEC-C2B8, and $19.3 in the second quarter from HLR's IGF-1 option exercise.  
All other contract revenue from HLR in the three and nine month periods ended 
September 30, 1996 totaled $7.6 million and $14.6 million, respectively.  The 
increase attributable to contract revenue from HLR was partially offset by two 
factors - the inclusion in other income in the first nine months of 1995 of 
$6.4 million of gains on sales on biotechnology equity securities; and a 
decrease in other contract revenue in 1996 resulting from normal variations in 
the timing of contract benchmark achievements and payments.

Interest income increased in 1996 compared to 1995 due to a larger investment 
portfolio.  The total investment portfolio, consisting of cash and cash 
equivalents, and short- and long-term marketable securities, increased to 
$1,176.2 million as of September 30, 1996 from $1,080.2 million as of 
September 30, 1995, and from $1,096.8 million as of December 31, 1995.

<TABLE>
<CAPTION>
                                   Quarter ended            Nine months ended
                                    September 30              September 30
                               ----------------------    ------------------------
COSTS AND EXPENSES              1996   1995  % Change     1996    1995   % Change
-----------------------------  ------ ------ --------    ------  ------  --------
<S>                           <C>    <C>     <C>        <C>     <C>      <C>
Cost of sales                  $ 24.8 $ 24.4     2%      $ 77.9  $ 75.4      3%
Research and development        114.8   86.0    33        343.0   268.1     28
Marketing, general and
  administrative                 61.9   55.2    12        174.9   187.4     (7)
Special charge (merger related)    -     9.0  (100)          -     17.0   (100)
Interest expense                  1.1    2.0   (45)         4.0     5.9    (32) 
                               ------ ------ --------    ------  ------  --------
   Total costs and expenses    $202.6 $176.6    15%      $599.8  $553.8      8%
                               ====== ====== ========    ======  ======  ========
</TABLE>

Cost of sales as a percent of product sales increased in the third quarter of 
1996 over the third quarter of 1995 primarily due to the impact of lower 
margin sales to HLR in 1996, in conjunction with the Agreement as discussed 
above,  and to a lesser extent due to increases in certain production costs.  
Inventory reserve provisions were not a significant factor.  For the year to 
date period, the cost of sales percentage similarly increased primarily due to 
the new lower margin sales to HLR in 1996, partially offset by lower inventory 
reserves provided in 1996 ($0.6 million in 1996 versus $2.2 million in 1995).  
The 1996 reserve of $0.6 million was provided in the first quarter for 
expected obsolescence of certain Activase inventories in connection with the 
discontinuance of the 20 milligram vial configuration of the product.  The 
main component of the 1995 provision was $1.7 million provided in the first 
quarter of 1995 for expected product expiration of certain Activase 
inventories.

R&D expenses increased 33% and 28% in the third quarter and year to date 
periods of 1996, respectively, over the comparable periods in 1995 due to 
increased expenditures for scale-up, material production and clinical trials 
for products in late stage development, including IGF-1, currently in Phase
III trials for diabetes, and IDEC-C2B8, which recently completed Phase III

                                    Page 14

clinical trials for treating non-Hodgkin's B-cell lymphoma, with results 
expected by year end; costs to license technology from collaborative partners; 
and expenses for the increased number of projects in early stage development, 
including two projects which are currently being prepared to enter Phase I 
clinical trials - vascular endothelial growth factor (VEGF) for coronary 
ischemic disease, and an anti-VEGF antibody for cancer.  R&D as a percent of 
revenue was approximately 46% in both the quarter and year to date periods in 
1996.

Marketing, general and administrative (MG&A) expenses increased in the quarter 
ended September 30, 1996 versus the comparable period in 1995 primarily due to 
higher general and administrative (G&A) costs attributable to the timing of 
various corporate expenses, and higher royalty expense related to increased 
royalty revenue from non-Roche licensees.  The increase in G&A in the quarter 
more than offset a decrease in marketing and sales expense resulting from the 
closure of the Company's European and Canadian operations in conjunction with 
the Agreement. On a year to date basis, MG&A expenses decreased in 1996 
compared to 1995 primarily due to the foreign operations' closure.

Interest expense declined in 1996 compared to the prior year primarily because 
1995 included interest on the Company's $25 million borrowing arrangement, 
which commenced in February 1995 and was repaid in December 1995.

                               Quarter ended            Nine months ended
                                September 30               September 30
                            ---------------------    ------------------------
INCOME TAXES                  1996         1995         1996          1995  
--------------------------  --------     --------    ----------    ---------- 

Income taxes                 $(1.8)       $ 7.1        $ 27.7        $ 21.3

The Company's effective income tax rate for the three and nine month periods 
ended September 30, 1996 was (4)% and 20%, respectively, compared to 15% in 
the comparable periods of 1995.  Genentech is reviewing its operating plan for 
1997 and beyond.  In connection with that review, the Company has decided not 
to implement, at this time, the previously announced approach for research and 
development funding and manufacturing by international subsidiaries of certain 
of its development products, which are progressing in clinical trials.  The 
large number of products which remain in late stage clinical development at 
this time will potentially require high levels of financial and human 
resources, necessitating focusing on successful development of these projects 
utilizing domestic, rather than international, manufacturing facilities and 
resources.  As a result of the latest change, the Company's tax rate is 
expected to be 20% for the fourth quarter and for the full year 1996, rather 
than 33% as previously announced.  The third quarter results include a 
reduction in the tax provision of $11.6 million in order to adjust the year to 
date rate from 33% through the second quarter of 1996, to 20% in the third 
quarter.  This results in a net $1.8 million tax benefit for the quarter.  The 
rate increase to 20% in 1996 from 15% in 1995 is due to the recognition of a 
greater amount of tax credit carryforwards in 1995 than in the 1996.


                                Quarter ended             Nine months ended
                                 September 30                September 30
                           ----------------------     ------------------------
NET INCOME                  1996   1995  % Change      1996    1995   % Change
-------------------------  ------ ------ --------     ------  ------  --------

Net income                 $50.9   $40.2     27%      $110.9  $120.8     (8)%
Earnings per share         $ .41   $ .33              $  .90  $ 1.00    

                                      Page 15
Net income increased in the third quarter of 1996 over the third quarter of 
1995 due to higher contract and royalty revenue and a net income tax benefit 
for the quarter, partially offset by higher expenses, primarily R&D.  On a 
year to date basis, net income decreased in 1996 compared to 1995 due to 
higher R&D and income tax expenses, partially offset by increased contract and 
royalty revenue.


LIQUIDITY AND CAPITAL
  RESOURCES                       September 30, 1996      December 31, 1995
-----------------------------    --------------------    -------------------

Cash, cash equivalents,               $ 1,176.2              $ 1,096.8
  short-term investments
  and long-term marketable
  securities

Working capital                           783.6                  812.0


Cash generated from operations, maturities of investments and stock issuances 
was used to make investments in marketable securities and capital additions.  
Cash and cash equivalents at September 30, 1996 rose slightly compared to 
December 31, 1995, and working capital decreased $28.4 million.

Capital expenditures totaled $86.6 million in the first nine months of 1996 
compared to $38.3 million in the same period in 1995.  The increase was 
primarily due to improvements to existing manufacturing and administrative 
facilities in 1996.


FORWARD-LOOKING STATEMENTS

The following statements are forward-looking and are based on the Company's 
current expectations.  The Company's actual results could differ materially 
from these forward-looking statements.

Total Product Sales - The Company anticipates that a year over year decrease 
in total reported quarterly product sales may continue throughout 1996.  
Factors affecting the Company's total product sales include, but are not 
limited to, the amount and timing of Genentech's sales to HLR, the amount of 
sales to customers in the United States, increased competition in the growth 
hormone and thrombolytic markets, and the timing and amount of bulk shipments 
to licensees.

Activase Sales - The Company faces new competition in the thrombolytic market. 
Genentech is aware that one company received FDA approval in October, 1996, to 
market its product for the treatment of acute myocardial infarction (AMI) in 
the United States.  Genentech has brought suit against that company for patent 
infringement.  In addition, there is an increasing use of mechanical 
reperfusion 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, the increasing use of other therapies such as mechanical 
reperfusion 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.

                                    Page 16 
Growth Hormone Sales - The Company continues to face the possibility of new 
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 two of those companies have been 
preliminarily enjoined from selling their products (see "Results of 
Operations" for further information).  Two of Genentech's competitors have

received approval to market their existing human growth hormone products for
additional indications. Genentech expects such competition to have an adverse 
effect on its sales of Protropin and Nutropin which, depending on the extent 
and type of the 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, decisions made by the Company about prices to be charged 
for its growth hormone products, and the availability of third party 
reimbursement for the cost of growth hormone therapy.

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

Royalty and Contract Revenues - The Company's 1996 royalty and contract 
revenues could continue to vary significantly from the prior year, both on a 
quarterly and annual basis, and future royalties and contract revenues could 
vary significantly from 1996 levels.  Major factors affecting these items 
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; 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. The Company has announced its intention for R&D spending to 
remain at approximately half of total revenues for 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 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 
revenues 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 approximately 35% in 1997, and 
continue at or near 35% 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.
 
                                     Page 17 

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 from submission of an application for marketing approval to a final 
decision by a regulatory authority varies significantly and may be difficult 
to predict.

Uncertainties surrounding proprietary rights - The patent positions of 
pharmaceutical and biotechnology companies can be highly uncertain and involve 
complex legal and factual questions. Accordingly, the breadth of claims 
allowed in such company's patents cannot be predicted. Patent disputes are 
frequent and can preclude commercialization of products. The Company, 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. As discussed above, the presence of patents or other 
proprietary rights belonging to other parties may lead to the termination of 
research and development of a particular product.

Liquidity - 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 foreseeable cash 
requirements. 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, and expenses.
























                                   Page 18 



                   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, 1996, and the related condensed 
consolidated statements of income for the three-month and nine-month periods 
ended September 30, 1996 and 1995, and the condensed consolidated statements 
of cash flows for the nine-month periods ended September 30, 1996 and 1995.  
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, 1995, 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, 1996, 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, 1995, 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 9, 1996












                                    Page 19




GENENTECH, INC.
                           PART II.  OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

On July 9, 1996, Genentech and Tanox Biosystems, Inc. (Tanox) announced the 
settlement of pending lawsuits filed by each company against the other and  
new joint development and cross license agreements relating to anti-IgE 
monoclonal antibodies. Tanox had filed a lawsuit against Genentech relating to 
the development of anti-IgE, and Genentech had filed a patent infringement 
suit against Tanox and Ciba-Geigy Ltd., which is jointly developing anti-IgE 
antibodies with Tanox. The three companies agreed in principle to combine 
their existing anti-IgE antibody development projects into a cooperative 
development effort, and, upon commercialization, to participate in a joint 
U.S. marketing and U.S. and European profit sharing arrangement.


On August 26, 1996, a Delaware Chancery Court approved the settlement of a 
consolidated stockholder class action lawsuit filed following the announcement 
of Genentech's new agreement with Roche Holdings, Inc. (Roche) in October 
1995, and the appeal period expired 30 days later.  In connection with the 
settlement, Roche agreed to increase the prices at which it may cause 
Genentech to redeem the non-Roche owned special common stock by $0.50 per 
share per quarter, with a final redemption price of $82.50 in the quarter 
ending June 30, 1999.  Genentech paid the plaintiff's attorneys' fees and, in 
connection with the then proposed merger, absorbed the termination costs of 
six Europe-based Genentech employees.

See also Note 4 "Legal Proceedings" in Part I "Notes to Condensed Consolidated 
Financial Statements."



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

                 There were no reports on Form 8-K filed during the quarter 
                 ended September 30, 1996.












                                     Page 20



                                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, 1996                      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 21