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 * RANIERI RICHARD J   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) Senior VP-Human Resources (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               7,000 D

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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

08/21/2004

08/21/2012

Common Stock, par value $.01 per share

214,249 (1)

214,249 (1)

D

Stock Option (Right to Buy)

$ 14.52

(2)

06/06/2013

Common Stock, par value $.01 per share

45,000 (2)

45,000 (2)

D

Stock Option (Right to Buy)

$ 16.23

12/09/2004

A

45,000 (3)

(3)

12/09/2014

Common Stock, par value $.01 per share

45,000 (3)

$ 0

45,000 (3)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RANIERI RICHARD J 925 PAGE MILL ROAD PALO ALTO, CA 94304			Senior VP-Human Resources

Signatures

Mark D. Buri, Attorney-in-fact for Richard J. Ranieri		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)	This option was previously reported by Mr. Ranieri.
(2)	This option was previously reported by Mr. Ranieri. Mr. Ranieri 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.
(3)	This option was granted under the Genencor International, Inc. 2002 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3. Mr. Ranieri 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.

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