FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   LIVINGSTON RANDALL S 2. Date of Event Requiring Statement (Month/Day/Year) 09/28/2005 3. Issuer Name and Ticker or Trading Symbol GENOMIC HEALTH INC [GHDX] (Last) (First) (Middle) STANFORD UNIVERSITY, BUILDING 10, MAIN QUADRANGLE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) STANFORD, CA 94305 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Preferred Stock	  (1)	  (2)	Common Stock	5,910 (3)	$ (4)	D	Â
Stock Option (right to buy)	  (5)	10/06/2014	Common Stock	16,666 (6)	$ 1.38	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LIVINGSTON RANDALL S STANFORD UNIVERSITY BUILDING 10, MAIN QUADRANGLE STANFORD, CA 94305	  X	Â	Â	Â

Signatures

/s/ G. Bradley Cole, Attorney-In-Fact		09/28/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	These securities are exercisable immediately.
(2)	These securities do no have an expiration date.
(3)	Does not include shares of Common Stock that will be issued to the Reporting Person upon consummation of the Issuer's initial public offering (the "IPO") as a result of either (a) the distribution of the conditional dividend of shares of Common Stock declared by the Issuer's Board of Directors on September 8, 2005 in the event the price per share of the Issuer's Common Stock sold in the IPO is $11.40 or greater (the "Conditional Dividend") or (b) the Increased Conversion Rate (as defined in footnote 4 below).
(4)	Upon consummation of the IPO, every 3 shares of Series E Preferred Stock will be converted into 1 share of Common Stock; provided, however, if the price per share of shares sold in the IPO is less than $11.40, the conversion rate will be 1.128 shares of Common Stock for every 3 shares of Series E Preferred Stock (the "Increased Conversion Rate").
(5)	The option becomes exercisable as to 25% of the shares on October 6, 2005, and becomes exercisable as to 1/48th of the shares each full month thereafter.
(6)	Does not include additional shares of Common Stock underlying the option if the Conditional Dividend is distributed upon consummation of the IPO.

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