FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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

OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person *   Tarrant Advisors, Inc 2. Date of Event Requiring Statement (Month/Day/Year) 09/23/2005 3. Issuer Name and Ticker or Trading Symbol GENOMIC HEALTH INC [GHDX] (Last) (First) (Middle) 345 CALIFORNIA STREET, SUITE 2600 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) SAN FRANSICO, CA 94104 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Preferred Stock	  (1)	  (2)	Common Stock	1,014,492 (3)	$ (4)	I	Through funds maganged by Reporting Person (5) (6)
Series E Preferred Stock	  (1)	  (2)	Common Stock	821,153 (7)	$ (8)	I	Through funds maganged by Reporting Person (5) (6)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Tarrant Advisors, Inc 345 CALIFORNIA STREET, SUITE 2600 SAN FRANSICO, CA 94104	Â	  X	Â	Â

Signatures

David A. Spuria, Vice President		09/28/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	These securities are exercisable immediately.
(2)	These securities do not have an expiration date.
(3)	Does not include shares of Common Stock that may be issued if the conditional dividend of shares of Common Stock declared by the Issuer's Board of Directors on September 8, 2005 is distributed upon the closing of the Issuer's initial public offering (the "IPO") in the event the price per share of the Issuer's Common Stock sold in the IPO is $11.40 or greater (the "Conditional Dividend").
(4)	Upon consummation of the IPO, every three shares of Series D Preferred Stock will be converted into one share of Common Stock.
(5)	The Reporting Person is the general partner of TPG Ventures Professionals, L.P., which in turn is the managing member of TPG Ventures Holdings, L.L.C. ("TPG Holdings"), which is the sole member of each of TPG Ventures Advisors, L.L.C. ("Ventures Advisors") and TPG Biotech Advisors, L.L.C. ("Biotech Advisors"). Ventures Advisors is the general partner of TPG Ventures GenPar, L.P., which is the general partner of TPG Ventures, L.P. Biotech Advisors is the general partner of TPG Biotechnology GenPar, L.P., which is the general partner of TPG Biotechnology Partners, L.P. (together with TPG Ventures L.P., the "TPG Funds"). TPG Funds directly hold an aggregate of 1,014,492 shares of Series D Preferred Stock and 821,513 shares of Series E Preferred Stock ("the Securities").
(6)	The Reporting Person is deemed to be the beneficial owner of the Securities beneficially owned by the TPG Funds only to the extent of the greater of its direct or indirect interest in the profits or capital accounts of such funds. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities beneficially owned by the TPG Funds in excess of such amount. The shareholders of the Reporting Person are David Bonderman, James G. Coulter and William S. Price, III (collectively, the "Shareholders"). However, each Shareholder disclaims beneficial ownership of any of the Issuer's securities reported herein.
(7)	Does not include shares of Common Stock that will be issued upon consummation of the Issuer's IPO as a result of either (a) the distribution of the Conditional Dividend or (b) the Increased Conversion Rate (as defined in footnote 7 below).
(8)	Upon consummation of the IPO, every three shares of Series E Preferred Stock will be converted into one share of Common Stock; provided, however, if the price per share of Common Stock sold in the IPO is less than $11.40, the conversion rate will be 1.128 shares of Common Stock for every three shares of Series E Preferred Stock (the "Increased Conversion Rate").

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.