~~Table of Contents~~UNITED STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~ ~~Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934~~ REPORT

Pursuant ~~Date~~to ofSection 13 ~~Report~~OR 15(~~Date~~d) of ~~earliest~~The ~~event~~Securities ~~reported):~~Exchange ~~May 14,~~Act ~~2008~~ of 1934

~~GENENTECH,~~Date ~~INC.~~of Report (Date of earliest event reported): January 15, 2009

GENENTECH, ~~(Exact name of Registrant as specified in its charter)~~INC.

~~Delaware~~ (~~State~~Exact name ~~or other jurisdiction~~ of ~~incorporation)~~Registrant ~~1-9813~~as ~~(Commission~~specified ~~File~~in ~~Number)~~its ~~94-2347624 (I.R.S. Employer Identification No.~~charter)

1Delaware ~~DNA~~(State ~~Way South~~or ~~San~~other ~~Francisco,~~jurisdiction ~~California~~of ~~94080~~incorporation) 1-~~4990~~ 9813 (~~Address~~Commission ofFile ~~principal~~Number) ~~executive~~94-2347624 ~~offices~~(I.R.S. ~~and~~Employer ~~Zip~~Identification ~~Code~~No.)

~~Registrant’s telephone number, including area code: (650)~~1 ~~225-1000~~DNA Way

South ~~Not~~San ~~Applicable (Former name or former address~~Francisco, ifCalifornia ~~changed since last report.)~~94080-4990

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the~~(Address ~~filing obligation~~ of ~~the~~principal ~~registrant~~executive ~~under~~offices ~~any~~and ofZip ~~the following provisions:~~Code)

oRegistrant’s telephone ~~Written~~number, ~~communications~~including ~~pursuant~~area tocode: ~~Rule 425 under the Securities Act~~ (~~17 CFR 230.425~~650) 225-1000

~~o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~Not Applicable

~~o Pre-commencement communications pursuant to Rule 14d-2~~(b)Former name ~~under~~or ~~the~~former ~~Exchange~~address, ~~Act~~if ~~(17~~changed ~~CFR~~since ~~240~~last report.~~14d-2(b~~))

oCheck the ~~Pre~~appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously satisfy ~~13e-4(c)~~the ~~under~~filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.13e-4(c))~~the following provisions:

~~TABLE~~[ OF] ~~CONTENTS~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 82.0102. ~~OTHER~~RESULTS ~~EVENTS~~OF ~~SIGNATURES~~OPERATIONS AND FINANCIAL CONDITION

~~Table~~This information shall not be deemed “filed” for purposes of ~~Contents~~Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~Item~~On January 815, 2009, Genentech, Inc.01, a Delaware corporation, issued a press release announcing earnings for the year and fourth quarter ended December 31, 2008. ~~OTHER~~A ~~EVENTS~~copy of the earnings press release is furnished as Exhibit 99.1 to this report.

~~Genentech~~The attached ~~seeks~~press torelease ~~clarify~~contains ~~statements~~both ~~made~~GAAP byand ~~management~~non-GAAP onfinancial ~~May 14,~~measures. ~~2008~~The non-GAAP financial measures include operating revenue, ~~during~~net ~~two~~income, ~~conferences:~~earnings per ashare (EPS), ~~Bank~~royalty revenue, cost of ~~America~~sales ~~Health~~(COS), ~~Care~~research ~~Conference~~and development (R&D) expenses, marketing, general and badministrative (MG&A) ~~Baird’s~~expenses, COS ~~2008~~as ~~Growth~~a ~~Stock~~percentage ~~Conference~~of product sales, ~~during~~R&D ~~which~~as a percentage of operating ~~Genentech~~revenues, ~~speakers~~MG&A ~~indicated~~as ~~that~~a ~~expectations~~percentage ~~for~~of ~~2008~~operating ~~for~~revenues, and depreciation and amortization expense. These non-GAAP ~~earnings~~financial ~~per~~measures ~~share~~exclude isthe ~~$3.35~~after-tax effects of recurring charges related to the 1999 redemption of our common stock $3by Roche Holdings, Inc.45 ~~per~~(the ~~share~~Redemption), litigation-related and similar special items, employee stock-based compensation expense under Statement of Financial Accounting Standards No. ~~This~~123R, ~~information~~certain ~~was~~items ~~not~~associated anwith ~~update;~~the ~~rather~~acquisition of Tanox, itInc., ~~was~~including an in-process R&D expense and a ~~review~~gain pursuant to the Emerging Issues Task Force (EITF) issue 04-1 (both of ~~expectations~~which were non-recurring ~~provided~~items ~~during~~in the ~~first~~third quarter of 2007), asset impairment charges in the third quarter of 2008, ~~earnings~~recognition ~~communication~~of ondeferred ~~April 10~~royalty revenue and recurring amortization of intangible assets, ~~2008.~~and ~~Genentech~~charges ~~has~~associated ~~not~~with supporting a ~~updated~~special ~~earnings~~committee ~~expectations~~of ~~since~~the ~~April 10,~~Board ~~2008~~of Directors (the Special Committee) in connection with Roche’s proposal to acquire all of the outstanding shares of Genentech stock it does not already own.

The attached press release includes non-2GAAP financial measures because our management uses this information to monitor and evaluate our operating results and trends on an on-going basis and to facilitate internal comparison to historical operating results. In addition, our management uses non-GAAP financial information and measures internally for operating, budgeting and financial planning purposes. Our management excludes the effects of the Redemption-related charges; litigation-related and similar special items; the in-process R&D charge, recognition of deferred royalty revenue, asset impairment charges, recurring amortization of intangible assets and EITF 04-1 gain resulting from our acquisition of Tanox, Inc.; and charges associated with supporting the Special Committee because those amounts were the result of transactions that are unusual due to their nature, size or infrequency. Our management excludes the effects of employee stock-based compensation because of varying available valuation methodologies, subjective assumptions and the variety of award types; such exclusion facilitates both comparisons of our operating results to our peer companies and comparison of our financial results to any previous periods during which our equity-based awards were not required to be reflected on our income statements. Additionally, management excludes the tax effects of the items noted above in order to present a more meaningful measure of non-GAAP net income and EPS. Our management believes the non-GAAP information is useful for investors by offering them the ability to facilitate comparisons to historical operating results, better identify trends in our business, and better understand how management evaluates our business.

~~Table~~These non-GAAP measures have limitations, however, because they do not include all items of ~~Contents~~income and expense that affect Genentech, Inc. The non-GAAP financial measures we use are not prepared in accordance with, and should not be considered in isolation of, or as an alternative to, measurements required by GAAP.

~~SIGNATURES~~ Item 8.01. OTHER EVENTS

~~Pursuant~~A tocopy of ~~the~~our ~~requirements~~consolidated statements of income for the ~~Securities~~three ~~Exchange~~and ~~Act~~twelve ofmonths ~~1934~~ended December 31, ~~the~~2008, ~~registrant~~selected ~~has~~consolidated ~~duly~~balance ~~caused this~~sheets ~~report~~data toat beDecember ~~signed~~31, 2008 onand ~~its~~selected ~~behalf~~consolidated bycash flow data for the ~~undersigned~~twelve ~~hereunto~~months ~~duly~~ended December ~~authorized~~31, 2008, prepared in accordance with GAAP, is filed as Exhibit 99.2 to this report.

	GENENTECH, INC.
Date: May 15, 2008	/s/ David A. Ebersman
	David A. Ebersman
	Executive Vice President and Chief Financial Officer

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~~-3-~~ Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits.

Exhibit No.
99.1		Earnings Press Release of Genentech, Inc. dated January 15, 2009.
99.2		Consolidated Statements of Income and Selected Consolidated Financial Data

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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 hereunto duly authorized.

		GENENTECH, INC.
Date:	January 15, 2009	/s/ARTHUR D. LEVINSON
		Arthur D. Levinson, Ph.D. Chairman and Chief Executive Officer


Date:	January 15, 2009	/s/DAVID A. EBERSMAN
		David A. Ebersman Executive Vice President and Chief Financial Officer


Date:	January 15, 2009	/s/ROBERT E. ANDREATTA
		Robert E. Andreatta Vice President, Controller and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Earnings Press Release of Genentech, Inc. dated January 15, 2009.
99.2	Consolidated Statements of Income and Selected Consolidated Financial Data

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