| 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 |
| Credit Suisse First Boston | 131,528 | 131,528 | 0 | * |
| Europe Limited | ||||
| FHS Trading, LTD. | 86,531 | 86,531 | 0 | * |
| Plexus Fund Limited | 129,797 | 129,797 | 0 | * |
| KBC Financial Products | 51,226 | 51,226 | 0 | * |
| (Cayman Islands) Ltd. | ||||
| Maystone Continuum | 38,938 | 38,938 | 0 | * |
| Master Fund, Ltd. | ||||
| Mariner LDC | 38,938 | 38,938 | 0 | * |
| Lydian Overseas Partners | 349,244 | 349,244 | 0 | * |
| Master Fund LTD. | ||||
| Dylan (IMA) LTD. | 21,633 | 21,633 | 0 | * |
| Lydian Global | 21,633 | 21,633 | 0 | * |
| Opportunities Master | ||||
| Fund LTD. | ||||
| Silverback Master, LTD. | 708,517 | 708,517 | 0 | * |
| * Less than 1% |
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE
OF RISK. SEE
“RISK FACTORS” BEGINNING
ON PAGE 3 OF THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE
SECURITIES AND EXCHANGE COMMISSION
NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED
UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is April 1, 2004.