March 21, 2006

Via Facsimile (212) 593-5955 and U.S. Mail

Steven J. Spencer, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY  10022

      Re:	Gencorp Inc.
		Additional Definitive Soliciting Materials
Filed March 16 and 21, 2006 by Pirate Capital LLC, et. al.
		File No. 1-01520

Dear Mr. Spencer:

      We have reviewed your filing and have the following
comments.

Additional Definitive Soliciting Materials filed March 16, 2006

Financial Targets Continually Missed, page 2
1. Note that each statement or assertion of opinion or belief must
not only be clearly characterized as such, but must also have a
reasonable factual basis.  Support for opinions or beliefs should
be
self-evident, disclosed in the proxy statement or provided to the
staff on a supplemental basis.  Please provide support for your
assertions regarding statements made by Gencorp with respect to
its
expected free cash flow in 2003, 2004 and 2005.  Also, provide
support for your disclosure regarding the Atlas V contract on page
3.

Dilutive Capital-raising Initiatives, page 3
2. Please balance your disclosure of the offer made by Steel
Partners
by noting that prior to that offer and the public offering
conducted
by Gencorp, the market price for Gencorp`s common stock had been
higher than $14.39 since at least September 1, 2004.  Also,
clarify
that Steel Partners` offer was contingent on several factors and
that
Steel Partners did not have the necessary financing in place to
effect the proposed transaction.



Persistent Resistance of Corporate Governance Reform, page 3
3. Please clarify your disclosure with respect to the percentage
of
voting power required to approve a potential future company
proposal
to declassify the board of directors by noting that the vote is
required by Gencorp`s articles of incorporation.

Additional Definitive Soliciting Materials filed March 21, 2006

Agenda - Maximize long term shareholder value, page 1
4. 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.  We note your disclosure in the
first
paragraph after the first set of three bullet points in this
section
in which you state that your nominees would bring "valuable
insights
to the Company that would help strengthen strategic relationships
and
enhance long term value of Gencorp."  Please provide the support
described above or revise your disclosure as necessary.
5. Supplementally provide us with a copy of the Fitch report to
which
you refer in the second bullet point under "1.  The Divestiture of
GDX Automotive."

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.

      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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Steven J. Spencer, Esq.
Schulte Roth & Zabel LLP
March 21, 2006
Page 1



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

         DIVISION OF
CORPORATION FINANCE