Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
EBERSMAN DAVID A
   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)
EVP & CHIEF FINANCIAL OFFICER
(Last)
(First)
(Middle)
1 DNA WAY		 3. Date of Earliest Transaction (Month/Day/Year)
03/26/2009
(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 03/26/2009 03/26/2009 D   3,641 D $ 95 (1) 0 D  
Common Stock 03/26/2009   D   4,977 D $ 95 (1) 0 I by Trust (2)

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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 03/26/2009   D     180,000 (3) 09/12/2002(4) 09/12/2012 Common Stock 180,000 $ 0 (5) 0 D  
Non-Qualified Stock Option (right to buy) $ 20.9 03/26/2009   D     106,400 (3) 09/26/2001(4) 09/26/2011 Common Stock 106,400 $ 0 (5) 0 D  
Non-Qualified Stock Option (right to buy) $ 42.05 03/26/2009   D     132,000 (3) 09/11/2003(4) 09/11/2013 Common Stock 132,000 $ 0 (5) 0 D  
Non-Qualified Stock Option (right to buy) $ 53.23 03/26/2009   D     150,000 (3) 09/23/2004(4) 09/23/2014 Common Stock 150,000 $ 0 (5) 0 D  
Non-Qualified Stock Option (right to buy) $ 79.17 03/26/2009   D     135,000 (3) 09/20/2007(4) 09/20/2016 Common Stock 135,000 $ 0 (5) 0 D  
Non-Qualified Stock Option (right to buy) $ 79.55 03/26/2009   D     125,000 (3) 09/20/2008(4) 09/20/2017 Common Stock 125,000 $ 0 (5) 0 D  
Non-Qualified Stock Option (right to buy) $ 85.83 03/26/2009   D     157,500 (3) 09/23/2005(4) 09/23/2015 Common Stock 157,500 $ 0 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EBERSMAN DAVID A
1 DNA WAY
SO SAN FRANCISCO, CA 94080		       EVP & CHIEF FINANCIAL OFFICER  

Signatures

 By: ADAM B. LAUTNER For: DAVID A. EBERSMAN   03/30/2009
**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) Disposed of pursuant to the Agreement and Plan of Merger between the issuer, Roche Holdings Inc. and Roche Investments USA dated March 12, 2009.
(2) Shares held in the Ebersman Family Trust UAD 5/29/02, for which the reporting person is a co-trustee and beneficiary along with his spouse.
(3) At the effective time of the merger, this option vested in full and was cancelled in exchange for a cash amount equal to the net value of the exercise price and the merger consideration.
(4) At the effective time of the merger, this option vested in full and was cancelled in exchange for a cash amount equal to the net value of the exercise price and the merger consideration.
(5) At the effective time of the merger, this option vested in full and was cancelled in exchange for a cash amount equal to the net value of the exercise price and the merger consideration.

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