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

Date of Report (Date of earliest event reported): ~~January~~February 2119, 2009 (February 12, 2009)

GENENTECH, INC.

(Exact name of Registrant as specified in its charter)


Delaware	1-9813	94-2347624
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1 DNA Way
South San Francisco, California 94080-4990
(Address of principal executive offices and Zip Code)

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

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 5.0102. ~~OTHER~~Departure ~~EVENTS~~ of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Genentech~~Bonus ~~has been notified by the National Surgical Adjuvant Breast and Bowel Project (NSABP)~~Program about an update to the timelines for the Avastin adjuvant colon cancer trial, known as NSABP C-08. The NSABP has informed Genentech that the final study results could be known and communicated as early as mid-April 2009. The exact timing of data availability will depend on the timing of disease progression events. If the required number of disease progression events as defined by the study’s statistical analytical plan has not occurred as of mid-April, then the NSABP will continue the study and we anticipate that the final results will most likely be known later in Q2’09.

~~The~~We ~~study~~maintain ofa ~~2,710~~bonus ~~patients~~program isadministered ~~being~~annually ~~conducted~~ by the ~~NSABP~~Compensation ~~and~~Committee isof ~~sponsored by~~ the ~~National~~Board ~~Cancer~~of ~~Institute. NSABP~~Directors ~~C-08~~(the is“Compensation aCommittee”). ~~randomized,~~The ~~multi-center~~purpose ~~Phase~~of ~~III~~the ~~study~~bonus ~~designed~~program is to ~~evaluate~~reward ~~the~~employees ~~effect~~for ofsuccessful ~~FOLFOX6~~achievement ~~(5-fluorouracil,~~of ~~leucovorin~~certain ~~and~~corporate ~~oxaliplatin)~~goals. ~~chemotherapy~~The ~~with~~Compensation orCommittee ~~without~~historically ~~Avastin~~sets ona ~~disease-free~~one ~~survival~~year inperformance ~~patients~~period ~~with~~to ~~resected~~run ~~Stage~~from IIJanuary or1 ~~III~~through ~~adenocarcinoma~~December 31 ofand ~~the~~establishes ~~colon.~~a ~~The~~list of ~~trial~~corporate isgoals ~~being~~for ~~conducted~~that ~~primarily~~period inas ~~the~~well ~~United~~as ~~States.~~bonus ~~Patients~~amounts ~~enrolled~~tied into ~~the~~each ~~two-arm~~goal. ~~study were~~The ~~randomized~~extent ~~after~~to ~~surgery~~which these tocorporate ~~receive~~goals ~~either~~are ~~FOLFOX6~~achieved ~~alone~~determines ~~for~~the ~~six~~amount ~~months~~of orfunds ~~Avastin~~available in ~~combination~~ ~~with~~the ~~FOLFOX6~~bonus ~~for~~pool. ~~six~~The bonus ~~months~~pool ~~followed~~is byallocated anamong ~~additional~~eligible ~~six~~employees ~~months~~based ofon ~~Avastin~~recommendations from management and ~~monotherapy~~approval by the Compensation Committee.

All employees working 20 hours or more per week (except for interns, post-doctoral fellows, employees covered by a sales compensation plan, temporary employees and employees hired after September 28, 2009), including all of our named executive officers, are eligible to participate in the fiscal year 2009 annual bonus program. Eligible employees must remain employed by Genentech at the time awards are paid out under the program in order to receive their awards, if any. The Compensation Committee may modify, amend, revoke or suspend the annual bonus program at any time in its sole discretion.

On February 12, 2009, the Compensation Committee approved corporate goals and associated bonus target amounts for fiscal year 2009. The Compensation Committee approved targets and goals in the following four categories, weighted as indicated: (i) corporate/financial goals, including growth in earnings per share and achievement of an operating margin target (30%); (ii) research and development goals relating to new molecular entities, patient enrollment, regulatory filings and the advancement of certain clinical trials (35%); (iii) commercial goals relating to product sales, expenses and reimbursement (20%); and (iv) product manufacturing and regulatory goals relating to regulatory inspections, inventory levels, facility licensure, qualification batches, production costs and facility operations (15%).

An additional amount may be added to the bonus pool if we achieve certain earnings per share growth and operating revenue growth that are above the median of those same financial measures from a group of thirteen peer companies in the pharmaceutical and biotechnology industries.

The actual bonuses payable for fiscal year 2009, if any, will vary depending on the extent to which actual performance meets, exceeds, or falls short of the corporate goals approved by the Compensation Committee. Management and the Compensation Committee retain the discretion to increase, reduce or eliminate the bonus that otherwise might be payable to any individual based on actual performance as compared to pre-established goals. The specific amounts payable to participants in the bonus program, including named executive officers, have not been determined.

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 21, 2009	/s/DAVID A. EBERSMAN
Date: February 19, 2009	/s/ Stephen G. Juelsgaard
	David A. Ebersman
	Stephen G. Juelsgaard
	Executive Vice President and Chief Financial Officer
	Executive Vice President, Secretary and Chief Compliance Officer

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