FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * JUELSGAARD STEPHEN G   2. Issuer Name and Ticker or Trading Symbol GENENTECH INC [DNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EXECUTIVE VICE PRESIDENT, (Last) (First) (Middle) 1 DNA WAY 3. Date of Earliest Transaction (Month/Day/Year) 11/02/2005 (Street) SO SAN FRANCISCO, CA 94080 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/02/2005   M   10,188 A $ 20.9 14,486 D   Common Stock 11/02/2005   S   10,188 D $ 92.05 4,298 D   Common Stock 11/02/2005   M   13,812 A $ 14.28 18,110 D   Common Stock 11/02/2005   S   13,812 D $ 92.05 4,298 D   Common Stock 11/02/2005   M   200 A $ 14.28 4,498 D   Common Stock 11/02/2005   S   200 D $ 92.28 4,298 D   Common Stock 11/02/2005   M   100 A $ 14.28 4,398 D   Common Stock 11/02/2005   S   100 D $ 92.32 4,298 D   Common Stock 11/02/2005   M   200 A $ 14.28 4,498 D   Common Stock 11/02/2005   S   200 D $ 92.34 4,298 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 14.28

11/02/2005

M

13,812

09/12/2002(1)

09/12/2012

Common Stock

13,812

$ 0

118,560

D

Non-Qualified Stock Option (right to buy)

$ 14.28

11/02/2005

M

200

09/12/2002(1)

09/12/2012

Common Stock

200

$ 0

118,360

D

Non-Qualified Stock Option (right to buy)

$ 14.28

11/02/2005

M

100

09/12/2002(1)

09/12/2012

Common Stock

100

$ 0

118,260

D

Non-Qualified Stock Option (right to buy)

$ 14.28

11/02/2005

M

200

09/12/2002(1)

09/12/2012

Common Stock

200

$ 0

118,060 (2)

D

Non-Qualified Stock Option (right to buy)

$ 20.9

11/02/2005

M

10,188

09/26/2001(1)

09/26/2011

Common Stock

10,188

$ 0

132,312 (3)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JUELSGAARD STEPHEN G 1 DNA WAY SO SAN FRANCISCO, CA 94080			EXECUTIVE VICE PRESIDENT,

Signatures

Stephen G. Juelsgaard		11/03/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This stock option vests over four years, with the first 25% of the shares vesting one year from the grant date and 75% of the shares vesting in equal monthly increments over the following three years. This option may be immediately exercisable with the consent of Genentech.
(2)	The right to exercise this non-qualified stock option to purchase 48,520 shares of Genentech common stock is held by the ex-spouse of the reporting person pursuant to a domestic relations order.
(3)	The right to exercise this non-qualified stock option to purchase 132,312 shares of Genentech common stock is held by the ex-spouse of the reporting person pursuant to a domestic relations order.

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