8-K

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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) November 8, 2004

                                  GenCorp Inc.
             ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

            Ohio                         1-01520                 34-0244000
- ----------------------------           -----------           -------------------
(State or other jurisdiction           (Commission            (I.R.S. Employer
      of incorporation)                File Number)          Identification No.)

Highway 50 and Aerojet Road, Rancho Cordova, California                 95670
- -------------------------------------------------------               ----------
       (Address of principal executive offices)                       (Zip Code)

               Registrant's telephone number, including area code
                                  916-355-4000

         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13a-4(c))



Item 7.01. Regulation FD Disclosure

      Attached hereto as Exhibit 99.1 and incorporated herein by reference is
the text of the registrant's press release issued on November 8, 2004 in which
GenCorp announced that it has received a commitment letter from Wachovia Bank,
National Association for a syndicated $175 million secured credit facility which
will replace its current credit facility.

Item 9.01. Financial Statements and Exhibits

(c)   Exhibits

Exhibit No.       Description
- -----------       -----------

99.1              GenCorp Inc.'s press release dated November 8, 2004.

                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
                  1934, the registrant has duly caused this report to be signed
                  on its behalf by the undersigned, hereunto duly authorized.

                                                GENCORP INC.

                                                By: /s/ Mark A. Whitney
                                                    ----------------------------
                                                    Name: Mark A. Whitney
                                                    Title: Vice President, Law;
                                                    Deputy General Counsel
                                                    and Assistant Secretary

Dated: November 8, 2004



                                  EXHIBIT INDEX

Exhibit Number    Description
- --------------    -----------

     99.1         GenCorp Inc.'s press release dated November 8, 2004.

EX-99.1

                                                                    Exhibit 99.1

      GenCorp Announces the Receipt of a Commitment Letter for a Syndicated
                      $175 Million Secured Credit Facility

    SACRAMENTO, Calif., Nov. 8 /PRNewswire-FirstCall/ -- GenCorp Inc.
("GenCorp") (NYSE: GY) announced today that it has received a commitment
letter from Wachovia Bank, National Association for a syndicated $175 million
secured credit facility that will replace its current credit facility.  The
revolving credit facility portion of the facility is anticipated to be
$75 million and to mature five years from the closing date of the facility.
The $100 million credit-linked portion of the secured credit facility is
anticipated to consist of a six-year $25 million term loan subfacility and a
six-year $75 million letter of credit subfacility. The maturity dates may be
accelerated to January 2007 if the Company's 5 3/4% convertible subordinated
notes remain outstanding at that time.
    The facility will be secured by a first priority pledge of the capital
stock of certain of the Company's subsidiaries and substantially all of its
tangible and intangible assets.  In addition, the Company's material domestic
subsidiaries will unconditionally guarantee its obligations under the
facility.
    The consummation of the new credit facility is subject to a number of
terms and conditions, including the closing of the Company's announced common
stock offering, negotiation of definitive loan documents and satisfactory
completion of due diligence.  Because the definitive loan documentation is
subject to negotiation and subsequent syndication, the final terms, conditions
and covenants of the new credit facility may differ from those described
herein.

    About GenCorp
    GenCorp is a leading technology-based manufacturer of aerospace and
defense products and systems with a real estate business segment that includes
activities related to the development, sale and leasing of the Company's real
estate assets.  Additional information about the Company can be obtained by
visiting the Company's web site at http://www.GenCorp.com.

    Forward-Looking Statements
    This press release contains forward-looking statements based on current
management expectations.  Numerous factors, including those related to market
conditions and those detailed from time to time in GenCorp's filings with the
Securities and Exchange Commission, may cause results to differ materially
from those anticipated in the forward-looking statements.  Many of the factors
that will determine GenCorp's future results are beyond the ability of GenCorp
to control or predict.  These statements are subject to risks and
uncertainties and, therefore, actual results may differ materially.  Readers
should not place undue reliance on forward-looking statements, which reflect
management's views only as of the date hereof.  GenCorp undertakes no
obligation to revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new information,
future events or otherwise.

SOURCE  GenCorp Inc.
    -0-                             11/08/2004
    /CONTACT:  investors, Yasmin Seyal, senior vice president & chief
financial officer, +1-916-351-8585, or press, Linda Beech Cutler, vice
president, corporate communications, +1-916-351-8650, both of GenCorp Inc./
    /Web site:  http://www.gencorp.com/
    (GY)

CO:  GenCorp Inc.
ST:  California
IN:  ARO RLT
SU:  ACC