Exhibit 3.2

                          CERTIFICATE OF AMENDMENT
                          OF AMENDED AND RESTATED
                        CERTIFICATE OF INCORPORATION


Genentech, Inc. a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  That at a meeting of the Board of Directors of Genentech, Inc.
resolutions were duly adopted setting forth a proposed amendment of the
Amended and Restated Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof.  The resolution
setting forth the proposed amendment is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of this
corporation be amended by changing "Section 4.01(a)" of the Article thereof
numbered "4" so that, as amended, said Section of said Article shall be and
read as follows:

          "Section 4.01.  CAPITAL STOCK.   (a)  The Corporation is
      authorized to issue two classes of stock to be designated,
      respectively, preferred stock and common stock.  The total
      number of shares which the Corporation is authorized to issue
      is seven hundred million (700,000,000) shares.  One hundred
      million (100,000,000) shares shall be designated preferred
      stock, par value $0.02 per share ("Preferred Stock").  Six
      hundred million (600,000,000) shares shall be designated common
      stock, par value $0.02 per share ("Common Stock").  The Common
      Stock of the Corporation shall be all of one class."

SECOND:  That thereafter, pursuant to resolution of its Board of Directors,
the regular meeting of the stockholders of said corporation was duly called
and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH:  That the capital of said corporation shall not be reduced under or
by reason of said amendment.

IN WITNESS WHEREOF, said Genentech, Inc. has caused this Certificate of
Amendment to be signed by Stephen G. Juelsgaard, an Authorized Officer, this
15th day of May, 2000.

                                       GENENTECH, INC.


                                       By:  /s/ Stephen G. Juelsgaard
                                            ---------------------------------
                                       Name:  Stephen G. Juelsgaard
                                       Title: Senior Vice President, General
                                                Counsel and Secretary