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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(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) 04/20/2005 (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 04/20/2005   U(1)   15,906 (1) D $ 19.25 (1) 0 D   Common Stock, $.01 par value 04/21/2005   U(2)   1,100 (2) D $ 19.25 (2) 0 I By Husband Common Stock, $.01 par value 04/21/2005   U(2)   1,200 (2) (3) D $ 19.25 (2) 0 I See Footnote (3)

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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)	$ 10.77	04/21/2005		U(4)			208,794 (4)	(4)	(4)	Common Stock, par value $.01 per share	208,794 (4)	(4)	0	D
Stock Option (Right to Buy)	$ 16.23	04/21/2005		U(4)			45,000 (4)	(4)	(4)	Common Stock, par value $.01 per share	45,000 (4)	(4)	0	D
Stock Option (Right to Buy)	$ 14.52	04/21/2005		U(4)			45,000 (4)	(4)	(4)	Common Stock, par value $.01 per share	45,000 (4)	(4)	0	D
Stock Option (Right to Buy)	$ 9.7	04/21/2005		U(5)			6,000 (5)	(5)	(5)	Common Stock, par value $.01 per share	6,000 (5)	(5)	0	I	By Husband
Stock Option (Right to Buy)	$ 14.52	04/21/2005		U(5)			1,500 (5)	(5)	(5)	Common Stock, par value $.01 per share	1,500 (5)	(5)	0	I	By Husband

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		04/21/2005
**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)	On 1/27/05, Genencor International, Inc. (the "Company"), Danisco A/S ("Danisco") and DH Subsidiary Inc., an indirect wholly-owned subsidiary of Danisco ("Acquisition Sub") entered into an Acquisition Agreement (the "Acquisition Agreement") providing for a cash tender offer to acquire all of the outstanding shares of common stock of the Company not otherwise owned by Danisco or its subsidiaries for $19.25 per share, to be followed by a merger of Acquisition Sub with and into the Company, with the Company to continue as the surviving corporation. These shares were accepted in the closing of the tender offer on 4/20/05.
(2)	Pursuant to the terms of the Acquisition Agreement, as of the effective time of the merger (5:00 PM EST on 4/21/05) (the "Effective Time of the Merger"), these shares will be converted into the right to receive a cash payment in an amount equal to $19.25 per share.
(3)	These shares are held in two custodial accounts (600 shares each) for Ms. Cobb's two daughters.
(4)	Pursuant to the terms of the Acquisition Agreement, as of Effective Time of the Merger, these options will be cancelled and Ms. Cobb will be entitled to receive a cash payment in an amount equal to the difference between $19.25 (for options issued under the Company's Stock Option and Stock Appreciation Right Plan) or $19.27 (for options issued under the Company's 2002 Omnibus Incentive Plan) and the exercise price per share under the option multiplied by the number of shares covered by the option.
(5)	Pursuant to the terms of the Acquisition Agreement, as of Effective Time of the Merger, these options will be cancelled and Ms. Cobb's husband will be entitled to receive a cash payment in an amount equal to the difference between $19.25 (for options issued under the Company's Stock Option and Stock Appreciation Right Plan) or $19.27 (for options issued under the Company's 2002 Omnibus Incentive Plan) and the exercise price per share under the option multiplied by the number of shares covered by the option.

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