March 6, 2006

Via Facsimile (216) 579-0212 and U.S. Mail

Christopher J. Hewitt, Esq.
Jones Day
901 Lakeside Avenue
Cleveland, OH  44114-1190

      Re:	Gencorp Inc.
		Preliminary Proxy Statement on Schedule 14A
Filed February 27, 2006; revised on February 28, 2006
		File No. 1-01520

Dear Mr. Hewitt:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why a comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule 14A
1. We note that Pirate Capital and its affiliates have indicated
that
they will present their own slate of nominees for your board of
directors and their support for their proposal, included as
proposal
3 in your proxy statement.  As a result, please provide the
information required by Item 4(b)(4) and Item 5(b) of Schedule
14A.

Cover Page, page 1
2. Confirm that you will file all written soliciting materials,
including scripts and outlines used to solicit proxies by
telephone.

Proposal 1 Election of Directors

Advance Notice of Shareholder Nominees, page 5
3. Please explain why you do not believe that the election of
Pirate
Capital`s nominees is in the best interests of company or its
security holders.  Note that each statement or assertion of
opinion
or belief must be clearly characterized as such, and a reasonable
factual basis must exist for each such opinion or belief.  Support
for opinions or beliefs should be self-evident, disclosed in the
proxy statement or provided to the staff on a supplemental basis.

Proposal 3 Shareholder Proposal

Board Policy Regarding Board Classification, page 38
4. We note your disclosure that you will present a proposal at the
2007 security holders meeting if this proposal 3 is approved by
the
holders of "a majority of the total voting power of the Company"
at
the upcoming meeting.  Please reconcile with your disclosure on
page
3 where you state that the affirmative votes of the holders of a
majority of votes cast at the upcoming meeting are sufficient for
approval of this proposal.
5. We note that if you present a proposal at your 2007 meeting as
a
result of the vote on the current proposal in 2006, then that
proposal would require the approval of holders of not less than
80%
of your total voting power.  Please clarify the source for the
approval requirement.  Is it based on provisions in your
organizational documents?  If not, please state so.

Closing Comments

      Please amend the preliminary proxy statement in response to
these comments.  Clearly and precisely mark the changes to the
preliminary proxy statement effected by the amendment, as required
by
Rule 14a-6(h) and Rule 310 of Regulation S-T.  We may have further
comments upon receipt of your amendment; therefore, please allow
adequate time after the filing of the amendment for further staff
review.

      You should furnish a response letter with the amendment
keying
your responses to our comment letter and providing any
supplemental
information we have requested.  You should transmit the letter via
EDGAR under the label "CORRESP."  In the event that you believe
that
compliance with any of the above comments is inappropriate,
provide a
basis for such belief to the staff in the response letter.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from each of the filing persons
acknowledging
that:

* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.


Sincerely,



Daniel F. Duchovny
Attorney-Advisor
Office of Mergers and Acquisitions

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Christopher J. Hewitt, Esq.
Jones Day
March 6, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE