FORM 3
        	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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                      	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	                      	

1. Name and Address of Reporting Person *

Groh Kelly L	2. Date of Event Requiring Statement (MM/DD/YYYY)
5/11/2012 
	3. Issuer Name and Ticker or Trading Symbol

GENWORTH FINANCIAL INC [GNW]	
(Last)        (First)        (Middle)

C/O GENWORTH FINANCIAL, INC., 6620 WEST BROAD STREET	4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Vice President & Controller /	
(Street)

RICHMOND, VA 23230       

(City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)

	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

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)	
Class A Common Stock  	5738  	D  	 	
Class A Common Stock  	1235.696  	I  	By 401(k) Plan  	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 4)	2. Date Exercisable and Expiration Date
(MM/DD/YYYY)	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				
Restricted Stock Units  	  (1)	  (1)	Class A Common Stock  	2500  	  (6)	D  	 	
Restricted Stock Units  	  (2)	  (2)	Class A Common Stock  	717  	  (6)	D  	 	
Restricted Stock Units  	  (3)	  (3)	Class A Common Stock  	1500  	  (6)	D  	 	
Restricted Stock Units  	  (4)	  (4)	Class A Common Stock  	3999  	  (6)	D  	 	
Restricted Stock Units  	  (5)	  (5)	Class A Common Stock  	6667  	  (6)	D  	 	
Stock Settled SARs  	  (7)	2/9/2021  	Class A Common Stock  	24000  	$12.75  	D  	 	
Stock Settled SARs  	  (8)	2/14/2022  	Class A Common Stock  	30000  	$8.88  	D  	 	
Stock Options (right to buy)  	9/13/2007  	9/13/2012  	Class A Common Stock  	2504  	$17.2822  	D  	 	
Stock Options (right to buy)  	2/12/2012  	2/12/2019  	Class A Common Stock  	26250  	$2.46  	D  	 	
Stock Options (right to buy)  	  (9)	5/25/2014  	Class A Common Stock  	16666  	$7.80  	D  	 	
Stock Options (right to buy)  	  (9)	7/20/2015  	Class A Common Stock  	2000  	$7.80  	D  	 	
Stock Options (right to buy)  	  (9)	8/9/2016  	Class A Common Stock  	1700  	$7.80  	D  	 	
Stock Options (right to buy)  	  (9)	7/31/2017  	Class A Common Stock  	2150  	$7.80  	D  	 	
Stock Options (right to buy)  	  (10)	2/13/2018  	Class A Common Stock  	4500  	$7.80  	D  	 	
Stock Options (right to buy)  	  (11)	2/10/2020  	Class A Common Stock  	39000  	$14.18  	D  	 	

Explanation of Responses:	
(  1) 	Vests and converts to Class A Common Stock on 2/7/2015.	
(  2) 	Vests and converts to Class A Common Stock on 7/31/2012	
(  3) 	Vests and converts to Class A Common Stock on 2/13/2013.	
(  4) 	Vests and converts to Class A Common Stock in equal annual installments on each of 2/9/2013, 2/9/2014 and 2/9/2015.	
(  5) 	Vests and converts to Class A Common Stock in equal annual installments on each of 2/14/2013, 2/14/2014, 2/14/2015 and 2/14/2016.	
(  6) 	Restricted Stock Units settle in Class A Common Stock on a 1:1 basis.	
(  7) 	Vested one-fourth on 2/9/2012. Remaining award vests in equal annual installments on each of 2/9/2013, 2/9/2014 and 2/9/2015. The vested and unexercised portion of the SARs, if any, shall be automatically exercised if the closing price of the issuer's common stock equals or exceeds a specified "maximum share value" equal to $75.	
(  8) 	Vests in equal annual installments on each of 2/14/2013, 2/14/2014, 2/14/2015 and 2/14/2016. The vested and unexercised portion of the SARs, if any, shall be automatically exercised if the closing price of the issuer's common stock equals or exceeds a specified "maximum share value" equal to $75.	
(  9) 	Vested one-third on 8/19/2010 and 8/19/2011. Remaining award vests on 8/19/2012.	
(  10) 	Vested one-fourth on 8/19/2010 and 8/19/2011. Remaining award vests in equal annual installments on 8/19/2012 and 8/19/2013.	
(  11) 	Vested one-fourth on 2/10/2011 and 2/10/2012. Remaining award vests in equal annual installments on 2/10/2013 and 2/10/2014.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Groh Kelly L
C/O GENWORTH FINANCIAL, INC.
6620 WEST BROAD STREET
RICHMOND, VA 23230			Vice President & Controller		

Signatures		
/s/ Christine A. Ness, by power of attorney		5/17/2012	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	

Exhibit 24

                                                          May 11, 2012

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

Re:  Authorization to Sign Rule 16 Forms
     -----------------------------------

To whom it may concern:

I will be Vice President and Controller of Genworth Financial, Inc.
("Genworth") and, until further written notice, I hereby individually
authorize Leon E. Roday (Genworth's Senior Vice President, General Counsel
and Secretary), and Christine A. Ness (Genworth's Assistant Secretary) to
sign on my behalf a Form 3 and any Form 4 or Form 5 or related form that I
have filed or may file hereafter in connection with my direct or indirect
beneficial ownership of Genworth securities, and to take any other action
of any type whatsoever in connection with the foregoing which in his or her
opinion may be of benefit to, in the best interest of, or legally required by me.

                                           Very truly yours,

                                           /s/ Kelly L. Groh

                                           Kelly L. Groh