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

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1. Name and Address of Reporting Person * CANFIELD DARRYL L   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) VP, Corporate Controller (Last) (First) (Middle) 925 PAGE MILL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/15/2004 (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, par value $.01 per share               500 I By Daughter (1)

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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)

$ 9.7

04/10/2003

04/10/2010

Common Stock, par value $.01 per share

50,000 (2)

50,000 (2)

D

Stock Option (Right to Buy)

$ 17.46

03/01/2004

03/10/2011

Common Stock, par value $.01 per share

15,000 (2)

15,000 (2)

D

Stock Option (Right to Buy)

$ 14.52

(3)

06/06/2013

Common Stock, par value $.01 per share

17,000 (3)

17,000 (3)

D

Stock Option (Right to Buy)

$ 16.23

12/15/2004

A

5,000 (4)

(4)

12/09/2014

Common Stock, par value $.01 per share

5,000 (4)

$ 0

5,000 (4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CANFIELD DARRYL L 925 PAGE MILL ROAD PALO ALTO, CA 94304			VP, Corporate Controller

Signatures

Mark D. Buri, as Attorney-in-fact for Darryl L. Canfield		12/16/2004
**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)	Mr. Canfield disclaims beneficial ownership of these shares.
(2)	This option was previously reported by Mr. Canfield.
(3)	This option was previously reported by Mr. Canfield. Mr. Canfield can exercise this option as follows: 5,666 shares on 6/6/04, 5,666 shares on 6/6/05, 5,668 and shares on 6/6/06.
(4)	This option was granted under the Genencor International, Inc. 2002 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3. The number of shares subject to the option, and the rights and obligations of Genencor and Mr. Canfield, were fixed on 12/15/04; however, the exercise price and vesting schedule have been set as of 12/9/04, which is the date the board approved a pool of options to be allocated among certain non-senior management employees at the discretion of the Senior Vice President of Human Resources. Mr. Canfield can exercise this option as follows: 1,666 shares on 12/09/05, 1,666 on 12/09/06 and 1,668 on 12/09/07.

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