FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * COBB CAROLE B   2. Issuer Name and Ticker or Trading Symbol GENENCOR INTERNATIONAL INC [GCOR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. VP - Global Supply (Last) (First) (Middle) 925 PAGE MILL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/09/2004 (Street) PALO ALTO, CA 94304 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $.01 par value               15,906 D   Common Stock, $.01 par value               1,100 I By Husband (1) Common Stock, $.01 par value               1,200 I See Footnotes (1) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 10.77

08/21/2004

08/21/2012

Common Stock, par value $.01 per share

208,794 (3)

208,794 (3)

D

Stock Option (Right to Buy)

$ 14.52

(4)

06/06/2013

Common Stock, par value $.01 per share

45,000 (4)

45,000 (4)

D

Stock Option (Right to Buy)

$ 9.7

01/01/2003

02/18/2010

Common Stock, par value $.01 per share

6,000 (5)

6,000 (5)

I

By Husband

Stock Option (Right to Buy)

$ 14.52

(6)

06/06/2013

Common Stock, par value $.01 per share

1,500 (6)

1,500 (6)

I

By Husband

Stock Option (Right to Buy)

$ 16.23

12/09/2004

A

45,000 (7)

(7)

12/09/2014

Common Stock, par value $.01 per share

45,000 (7)

$ 0

45,000 (7)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COBB CAROLE B 925 PAGE MILL ROAD PALO ALTO, CA 94304			Sr. VP - Global Supply

Signatures

Mark D. Buri, as Attorney-in-fact for Carole B. Cobb		12/13/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Ms. Cobb disclaims beneficial ownerhsip of these shares.
(2)	These shares are held in two custodial accounts (600 shares each) for Ms. Cobb's two daughters. Ms. Cobb no longer has a reportable beneficial interest in 600 shares owned by another daughter that were included in Ms. Cobb's prior ownership reports.
(3)	This option was previously reported by Ms. Cobb.
(4)	This option was previously reported by Ms. Cobb. Ms. Cobb can exercise this option as follows: 15,000 shares on 6/06/04, 15,000 on 6/06/05 and 15,000 on 6/06/06.
(5)	This option is held by Ms. Cobb's husband and was previously reported by Ms. Cobb. Ms. Cobb disclaims beneficial ownership of this option and the underlying shares.
(6)	This option is held by Ms. Cobb's husband and was previously reported by Ms. Cobb. Mr. Cobb can exercise this option as follows: 499 shares on 6/06/04, 500 shares on 6/06/05 and 501 shares on 6/06/06. Ms. Cobb disclaims beneficial ownership of this option and the underlying shares.
(7)	This option was granted under the Genencor International, Inc. 2002 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3. Ms. Cobb can exercise this option as follows: 15,000 shares on 12/09/05, 15,000 on 12/09/06 and 15,000 on 12/09/07.

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.