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 * Cole G Bradley   2. Issuer Name and Ticker or Trading Symbol GENOMIC HEALTH INC [GHDX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) COO (Last) (First) (Middle) 301 PENOBSCOT DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/13/2015 (Street) REDWOOD CITY, CA 94063 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 02/13/2015   A   9,000 (1) A $ 0 30,645 (2) D   Common Stock 02/15/2015   A   1,840 (3) A $ 0 32,485 (4) D   Common Stock 02/15/2015   F   2,827 D $ 31.12 29,658 (5) 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

Employee Stock Option (right to buy) Holding

$ 31.12

02/13/2015

A

55,000

02/13/2016(6)

02/13/2025

Common Stock

55,000

$ 0

55,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cole G Bradley 301 PENOBSCOT DRIVE REDWOOD CITY, CA 94063			COO

Signatures

/s/ Kimberly J. Popovits, Attorney-in-fact		02/18/2015
**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)	Restricted stock units (RSUs) awarded on February 13, 2015, which vest as to 1/3 of the shares on each of February 15, 2016, 2017, and 2018.
(2)	Includes an aggregate of 12,655 shares of common stock issuable pursuant to previously reported RSU awards that have not vested as of February 13, 2015.
(3)	Performance-based vesting restricted stock units (PVRSUs) awarded on March 25, 2014, subject to meeting certain performance goals measured in 2014, which performance criteria were determined to be satisfied on February 9, 2015, 1/2 of which vest on each of February 15, 2015 and 2016.
(4)	Includes an aggregate of 23,495 shares of common stock issuable pursuant to previously reported RSU awards and the PVRSU awards above prior to the February 15, 2015 vest date.
(5)	Includes an aggregate of 16,201 shares of common stock issuable pursuant to previously reported RSU awards and the PVRSU awards reported above that vest after February 15, 2015.
(6)	The option becomes exercisable as to 25% of the shares on February 13, 2016, and becomes exercisable as to 1/48th of the shares each full month thereafter.

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