UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549

                               FORM 10-Q/A-1

(Mark One)

X    Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934. For the quarterly period ended June 30, 1997.

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


                          Commission File Number
                                  1-9813

                              GENENTECH, INC.
         (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)

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

                                (650) 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 $0.02 par value                76,621,009                    
Class                                       Outstanding at June 30, 1997

Special Common Stock $0.02 par value        46,566,033                    
Class                                       Outstanding at June 30, 1997




GENENTECH, INC.
                      PART II.  OTHER INFORMATION



ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's Annual Meeting of Stockholders, held on April 10, 1997, 
three matters were voted upon.  A description of each matter and 
tabulation of votes follows:

1.      Election of two Directors:

                   Nominee                           Votes  
            -----------------------       ----------------------------
                                               For          Withheld
                                          ------------     -----------

              Herbert W. Boyer             111,974,566       451,163

              Linda Fayne Levinson         111,877,636       548,093


            There were no abstentions or broker nonvotes.

  
2.      Approval of an amendment to the Company's 1991 Employee 
            Stock Plan: 

                                  Votes
            ------------------------------------------------------
                For          Against       Abstain      Nonvotes
            -----------    -----------   -----------   -----------
            111,509,324      746,599       169,806          0


3.      Ratification of Ernst & Young, LLP as the Company's 
            Independent Accountants for the year ending 
            December 31, 1997:


                                  Votes
            ------------------------------------------------------
                For          Against       Abstain      Nonvotes
            -----------    -----------   -----------   -----------
            112,133,260       58,154       234,315          0














                                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 12, 1997                   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      Executive Vice President and
                                              Chief Financial Officer



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