PROSPECTUS SUPPLEMENT		FILED PURSUANT TO RULE 424(B)(4)
TO PROSPECTUS DATED MARCH 28, 2001		REGISTRATION NO. 333-37072

GENENTECH, INC.

SHARES OF COMMON STOCK

     This prospectus supplement relates to the sale by certain selling shareholders of our common stock, par value $.02 per share, that was originally delivered in exchange for Liquid Yield Option Notes due 2015 issued by Roche Holdings, Inc.

     This prospectus supplement should be read in conjunction with the prospectus dated March 28, 2001, which is to be delivered with this prospectus supplement. All capitalized terms used but not defined in the prospectus supplement shall have the meanings given them in the prospectus.

     The table below sets forth information as of the date hereof concerning beneficial ownership of the common stock of the selling shareholders as listed below. All information concerning beneficial ownership has been furnished by the selling shareholders.

NAME		NUMBER OF SHARES OF COMMON STOCK OWNED PRIOR TO OFFERING		NUMBER OF SHARES OFFERED		NUMBER OF SHARES OF COMMON STOCK OWNED AFTER THE OFFERING		PERCENTAGE OF COMMON STOCK OUTSTANDING
Deutsche Bank		351,248		351,248		0		*
Securities Inc.

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