Item 2.02 Results of Operations and Financial Condition.

On August 8, 2012, Genomic Health, Inc. issued a press release announcing financial results for its second fiscal quarter ended June 30, 2012. The full text of the press release is furnished as Exhibit 99.1.

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 8, 2012, Randal W. Scott, Ph. D., resigned as a member of the Board of Directors of Genomic Health, Inc. (the "Company") and as Chief Executive Officer of InVitae Corporation ("InVitae"), a wholly-owned subsidiary of the Company, to become the Chairman of the Board and Chief Executive Officer of Locus Development, Inc. ("Locus"), a privately-held genetics company. The Company holds a minority equity interest in Locus and has transferred substantially all of the assets of InVitae to Locus in connection with the Company's additional investment in Locus closed on the same date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by Genomic Health, Inc. dated August 8, 2012.

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