This Amendment No. 5 amends and supplements the Schedule 14D-9 initially filed with the SEC on February 15, 2005, as amended by Amendment No. 1 on March 9, 2005, by Amendment No. 2 on March 17, 2005, by Amendment No. 3 on March 22, 2005 and by Amendment No. 4 on March 25, 2005 (the "Schedule 14D-9"), relating to the tender offer by DH Subsidiary Inc. ("Acquisition Sub"), a Delaware corporation and indirect wholly-owned subsidiary of Danisco A/S, a Danish corporation ("Danisco"), to purchase all of the outstanding shares of Genencor common stock, $0.01 par value per share (the "Shares") not owned by Danisco and its subsidiaries, for a purchase price of $19.25 per Share, net to each selling stockholder in cash, without interest thereon, upon the terms and subject to the conditions set forth in Danisco's Offer to Purchase dated February 15, 2005, as supplemented on March 9, 2005 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal" which together with the Offer to Purchase, as amended and supplemented from time to time, constitute the "Offer"). Copies of the Offer to Purchase, the Letter of Transmittal and the supplement to the Offer to Purchase were filed as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(xiv), respectively, to the Schedule TO (as defined below). Danisco, Acquisition Sub, Danisco Holding USA Inc. and A/S PSE 38 nr. 2024 filed a Tender Offer Statement on Schedule TO relating to the Offer on February 15, 2005, as amended by Amendment No. 1 on March 9, 2005, by Amendment No. 2 on March 17, 2005, by Amendment No. 3 on March 22, 2005, by Amendment No. 4 on March 25, 2005 and by Amendment No. 5 on April 5, 2005 (the "Schedule TO").

Item 2.    Identity and Background of the Filing Persons

Tender Offer.

The following is added after the last paragraph under this heading (on page 2):

On April 5, 2005, Acquisition Sub announced that it has extended the expiration date of the Offer to 5:00 p.m. New York City time on Tuesday, April 19, 2005. The offer previously was to expire at 5:00 p.m. New York City time on Wednesday, April 6, 2005. Danisco has extended the expiration date of the Offer due to further delay in the finalization of the competititon review of certain transactions disclosed in the Offer to Purchase by regulators in Germany. As a consequence of the extention of the expiration date, holders of Shares may tender or withdraw Shares until 5:00 p.m. New York City time on Tuesday, April 19, 2005 unless the Offer is further extended. Danisco has been advised by Deutsche Bank Trust Company Americas, the Depositary for the Offer, that as of the close of business on April 1, 2005, approximately 7,880,552 Shares had been validly tendered and not withdrawn pursuant to the Offer, and notices of guaranteed delivery had been submitted for an additional 69,825 Shares. Together with the Shares that Danisco already owns and the Shares that Danisco will acquire from Eastman under their agreement, the tendered Shares and noticed Shares represent approximately 96.4% of the total outstanding Shares.

Item 9.    Exhibits.

The following exhibits are filed herewith or incorporated by reference herein:

Exhibit				Description
(a)(1)(xii)				Press release issued by DH Subsidiary, Inc., dated April 5, 2005 (incorporated by reference to Exhibit (a)(1)(xvii) of the Schedule TO).

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GENENCOR INTERNATIONAL, INC.

/s/ Jean-Jacques Bienaimé                             By:  Jean-Jacques Bienaimé   Chairman, Chief Executive Officer   and President

Dated: April 5, 2005

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