SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 15)1

GenCorp Inc.

(Name of Issuer)

Common Stock, par value $0.10

(Title of Class of Securities)

368682100

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 30, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 368682100

1	NAME OF REPORTING PERSON STEEL PARTNERS II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,034,059
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 8,034,059
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,034,059
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%
14	TYPE OF REPORTING PERSON PN

2

CUSIP NO. 368682100

1	NAME OF REPORTING PERSON STEEL PARTNERS II GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,034,059
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 8,034,059
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,034,059
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%
14	TYPE OF REPORTING PERSON OO

3

CUSIP NO. 368682100

1	NAME OF REPORTING PERSON STEEL PARTNERS II MASTER FUND L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,034,059
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 8,034,059
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,034,059
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%
14	TYPE OF REPORTING PERSON PN

4

CUSIP NO. 368682100

1	NAME OF REPORTING PERSON STEEL PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,034,059
	8	SHARED VOTING POWER                        - 0 -
	9	SOLE DISPOSITIVE POWER                        8,034,059
	10	SHARED DISPOSITIVE POWER                        - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,034,059
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%
14	TYPE OF REPORTING PERSON OO

5

CUSIP NO. 368682100

1	NAME OF REPORTING PERSON WARREN G. LICHTENSTEIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,034,059
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 8,034,059
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,034,059
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%
14	TYPE OF REPORTING PERSON IN

6

CUSIP NO. 368682100

1	NAME OF REPORTING PERSON JAMES R. HENDERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -**
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -**
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -**
14	TYPE OF REPORTING PERSON IN

** See Item 5.

7

CUSIP NO. 368682100

1	NAME OF REPORTING PERSON GERALD R. DINKEL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -**
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -**
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -**
14	TYPE OF REPORTING PERSON IN

** See Item 5.

8

CUSIP NO. 368682100

1	NAME OF REPORTING PERSON MARTIN TURCHIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -**
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -**
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -**
14	TYPE OF REPORTING PERSON IN

** See Item 5.

9

CUSIP NO. 368682100

1	NAME OF REPORTING PERSON JAMES H. PERRY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -**
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -**
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -**
14	TYPE OF REPORTING PERSON IN

** See Item 5.

10

CUSIP NO. 368682100

1	NAME OF REPORTING PERSON THOMAS A. CORCORAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -**
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -**
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -**
14	TYPE OF REPORTING PERSON IN

** See Item 5.

11

CUSIP NO. 368682100

The following constitutes Amendment No. 15 to the Schedule 13D filed by the undersigned (“Amendment No. 15”).  This Amendment No. 15 amends the Schedule 13D as specifically set forth.

Item 2. Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)           This statement is filed by Steel Partners II, L.P., a Delaware limited partnership (“Steel Partners II”), Steel Partners II GP LLC, a Delaware limited liability company (“Steel GP LLC”), Steel Partners II Master Fund L.P., a Cayman Islands exempted limited partnership (“Steel Master”), Steel Partners LLC, a Delaware limited liability company (“Partners LLC”), Warren G. Lichtenstein, James R. Henderson, Gerald R. Dinkel, Martin Turchin, James H. Perry and Thomas A. Corcoran.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Steel Master is the sole limited partner of Steel Partners II.  Steel GP LLC is the general partner of Steel Partners II and Steel Master.  Partners LLC is the investment manager of Steel Partners II and Steel Master.  Warren G. Lichtenstein is the manager of Partners LLC and the managing member of Steel GP LLC.  By virtue of his positions with Partners LLC and Steel GP LLC, Mr. Lichtenstein has the power to vote and dispose of the Issuer’s Shares owned by Steel Partners II.

(b)           The principal business address of each of Steel Partners II, Steel GP LLC, Partners LLC and Warren G. Lichtenstein is 590 Madison Avenue, 32nd Floor, New York, New York 10022.  The principal business address of Steel Master is c/o Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

The principal business address of Mr. Henderson is c/o Steel Partners II, L.P., 590 Madison Avenue, 32nd Floor, New York, New York 10022.

The principal business address of Mr. Dinkel is P.O. Box 27357, San Diego, California 92198.

The principal business address of Mr. Turchin is c/o CB Richard Ellis, 200 Park Avenue, New York, New York 10166.

The principal business address of Mr. Perry is 8 Carolyn Court, Owings Mills, Maryland 21117.

The principal business address of Mr. Corcoran is c/o Corcoran Enterprises, LLC, 9913 Kendale Road, Potomac, Maryland 20854.

(c)           The principal business of Steel Partners II, Steel Master and Warren G. Lichtenstein is investing in securities.  The principal business of Steel GP LLC is serving as the general partner of Steel Partners II and Steel Master.  The principal business of Partners LLC is serving as the investment manager of Steel Partners II and Steel Master.

The principal occupation of Mr. Henderson is serving as a Managing Director and operating partner of Partners LLC, a global investment management firm.

The principal occupation of Mr. Dinkel is serving as a Senior Advisor to Cubic Corporation, a defense and transportation solutions company.

12

CUSIP NO. 368682100

The principal occupation of Mr. Turchin is serving as Vice-Chairman of CB Richard Ellis, the world’s largest real estate services company.

The principal occupation of Mr. Perry is serving as a consultant to United Industrial Corporation, a company principally focused on the design, production and support of defense systems, and its affiliates.

The principal occupation of Mr. Corcoran is serving as President and Chief Executive Officer of Corcoran Enterprises, LLC, a management consulting firm.

(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)           Messrs. Lichtenstein, Henderson, Dinkel, Turchin, Perry and Corcoran are citizens of the United States of America.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On January 30, 2008, Steel Partners II issued a press release announcing that it nominated directors for election at the Issuer's 2008 annual meeting of stockholders (the "Annual Meeting") after it could not reach a settlement with the Issuer.  A copy of the press release is attached as an exhibit hereto and is incorporated herein by reference.  Steel Partners II simultaneously delivered a letter to the Issuer nominating Warren G. Lichtenstein, James R. Henderson, Gerald R. Dinkel, Martin Turchin, James H. Perry and Thomas A. Corcoran (collectively, the “Nominees”), as set forth therein, for election to the Issuer’s Board of Directors at the Annual Meeting.

Item 5. Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 56,700,000 Shares outstanding, which is the total number of Shares outstanding as of January 22, 2008 as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on January 25, 2008.

As of the close of business on January 30, 2008, Steel Partners II beneficially owned 8,034,059 Shares, constituting approximately 14.2% of the Shares outstanding.  By virtue of their relationships with Steel Partners II discussed in further detail in Item 2, each of Steel GP LLC, Steel Master, Partners LLC and Warren G. Lichtenstein may be deemed to beneficially own the Shares owned by Steel Partners II.

13

CUSIP NO. 368682100

None of Messrs. Henderson, Dinkel, Turchin, Perry and Corcoran directly owns any Shares.  Each of Messrs. Henderson, Dinkel, Turchin, Perry and Corcoran, as members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, may be deemed to beneficially own the 8,034,059 Shares owned by Steel Partners II.  Each of Messrs. Henderson, Dinkel Turchin, Perry and Corcoran disclaims beneficial ownership of such Shares.

 Item 5(c) is hereby amended to add the following:

(c)           There have been no transactions in the Shares by the Reporting Persons during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On January 30, 2008, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the parties agreed to solicit proxies or written consents for the election of the Nominees or any other person designated by the Reporting Persons to the Issuer’s Board of Directors at the Annual Meeting and to take all other action necessary or advisable to achieve the foregoing (the “Solicitation”), and (c) Steel Partners II agreed to bear all expenses incurred in connection with the Reporting Persons’ activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations.  A copy of the Joint Filing and Solicitation Agreement is attached as an exhibit hereto and is incorporated herein by reference.

Pursuant to letter agreements, Steel Partners II has agreed to indemnify each of Messrs. Henderson, Dinkel, Turchin, Perry and Corcoran against claims arising from the solicitation of proxies from the Issuer's stockholders in connection with the Annual Meeting.  The form of letter agreement is attached as an exhibit hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1	Press Release, dated January 31, 2008.
99.2	Joint Filing and Solicitation Agreement by and among Steel Partners II, L.P., Steel Partners II GP LLC, Steel Partners II Master Fund L.P., Steel Partners LLC, Warren G. Lichtenstein, James R. Henderson, Gerald R. Dinkel, Martin Turchin, James H. Perry and Thomas A. Corcoran, dated January 30, 2008.
99.3	Form of Indemnification Letter Agreement.

14

CUSIP NO. 368682100

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:                      January 31, 2008	STEEL PARTNERS II, L.P.
	By:		Steel Partners II GP LLC General Partner
	By:	/s/ Lauren Isenman
		Lauren Isenman as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

STEEL PARTNERS II GP LLC
By:	/s/ Lauren Isenman
	Lauren Isenman as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

STEEL PARTNERS II MASTER FUND L.P.
By:		Steel Partners II GP LLC General Partner
By:	/s/ Lauren Isenman
	Lauren Isenman as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

STEEL PARTNERS LLC
By:	/s/ Lauren Isenman
	Lauren Isenman as Attorney-In-Fact for Warren G. Lichtenstein, Manager

/s/ Lauren Isenman

LAUREN ISENMAN

as Attorney-In-Fact for Warren G. Lichtenstein

15

CUSIP NO. 368682100

/s/ Gerald R. Dinkel

GERALD R. DINKEL

/s/ James R. Henderson

JAMES R. HENDERSON

/s/ Martin Turchin

MARTIN TURCHIN

/s/ James H. Perry

JAMES H. PERRY

/s/ Thomas A. Corcoran

THOMAS A. CORCORAN

16

EX-99.1

Exhibit 99.1

Press Release

STEEL PARTNERS ANNOUNCES NOMINATION OF SIX HIGHLY QUALIFIED DIRECTOR CANDIDATES FOR ELECTION TO THE GENCORP BOARD AT THE 2008 ANNUAL MEETING

NEW YORK, NY – JANUARY 31, 2008 - Steel Partners II, L.P. (“Steel Partners”) announced today that it has nominated a slate of six highly qualified director nominees for election to the Board of Directors of GenCorp Inc. (“GenCorp” or the “Company”) (NYSE:GY) at the Company’s 2008 Annual Meeting of Shareholders scheduled to be held on March 26, 2008.  Steel Partners, which beneficially owns 8,034,059 shares, or approximately 14.2% of the outstanding shares, of common stock of the Company, detailed its intention in a written notice to the Chairman of the Corporate Governance and Nominating Committee of GenCorp.

Steel Partners also announced today that it sent a letter to the Chairman of the Board of GenCorp, Timothy A. Wicks, explaining that Steel Partners was compelled to submit the nomination letter as a last resort after it could not reach a settlement with GenCorp.  In the letter, Steel Partners stated that despite its frustration with the Board it stands ready to enter into a meaningful and constructive dialogue with the Board in furtherance of reaching an equitable settlement that benefits all shareholders.

The full text of the letter sent to Mr. Wicks follows:

January 30, 2008

Tim Wicks

GenCorp Inc.

Highway 50 and Aerojet Road

Rancho Cordova, California  95742

Re: GenCorp / Nomination of Directors by Steel Partners II, L.P.

Dear Tim:

Attached is a courtesy copy of the nomination letter from Steel Partners II, L.P. nominating six individuals for election at the 2008 annual meeting of shareholders of GenCorp, Inc., which was delivered to GenCorp earlier today.  We nominated directors after we learned that our counterproposal to GenCorp’s settlement term sheet is not acceptable to the Board.  Given GenCorp’s significant underperformance and deterioration of share price, a settlement granting Steel minority representation on the Board without the ability to make meaningful operational and management changes coupled with the standstill requested is unacceptable.

We would like to make it clear that we fully understand that an election contest should be avoided where possible and any implication that Steel is not amenable to a fair settlement is simply not true.  We have attempted to work with the members of the Board in good faith to reach a settlement agreement but it has been the individual Board members’ inability to come to a consensus on the salient terms of the agreement that has prevented us from reaching a deal.  Unless the Board resolves these internal issues quickly and comes to an agreement on settlement terms, it will be extremely difficult for us to reach an equitable settlement that benefits all shareholders.  We also note that throughout our settlement

negotiations, certain members of the Board have changed their minds more than once on whether they are prepared to step down as directors as part of the settlement.  We are extremely frustrated by this and we will not be able to come to an agreement on Board composition unless we know which directors wish to continue as Board members.  Notwithstanding the lack of unity exhibited by the Board, it was the Board’s lack of good faith in working towards a settlement by refusing to discuss any of our counterproposals to the term sheet that compelled us to submit the nomination letter.  We nevertheless stand ready to enter into a meaningful and constructive dialogue on our settlement proposal.

Please feel free to call me to discuss.

Respectfully,

/s/ Warren G. Lichtenstein

Warren G. Lichtenstein

Steel Partners’ director nominees are:

Warren G. Lichtenstein has served as Chairman of the Board and CEO of Steel Partners since its founding in 1990.  Mr. Lichtenstein has extensive experience investing and creating value in defense companies.  As Chairman of United Industrial Corporation, together with his fellow directors and United Industrial’s strong management team, improvements were made in the company’s capital structure, cost structure and operational strategy.  In 2006, United Industrial was ranked one of the 200 best small companies in the U.S. by Forbes Magazine. United Industrial recently agreed to be sold to Textron, Inc.  Mr. Lichtenstein has also served as a director of various defense companies including ECC International Corp., Aydin Corp. and Tech-Sym Corp., all of which were sold at attractive premiums after Steel Partners became involved in these companies. Mr. Lichtenstein has been a director (currently serving as Chairman of the Board) of SL Industries, Inc., a designer and manufacturer of power electronics, power motion equipment, power protection equipment, and teleprotection and specialized communication equipment, since January 2002 and served as CEO from February 2002 until August 2005.

James R. Henderson is a Managing Director and operating partner of Steel Partners LLC.  He has been associated with Steel Partners LLC and its affiliates since August 1999.  Mr. Henderson has more than 26 years of experience as an operating executive with various companies, including defense companies such as ECC International Corp. and Aydin Corp. and with the defense and military division of UNISYS Corp.  He also served as a director of the defense company Tech-Sym Corp.

Gerald R. Dinkel has over 38 years of experience in the aerospace and defense business.  From October 2000 to June 2007, he was a Vice President of Cubic Corporation, a defense and transportation solutions company, and the President and Chief Executive Officer of Cubic’s defense segment, Cubic Defense Applications.  Cubic Defense Applications provides a wide variety of integrated systems, electronic products and professional services supporting warfighting capability of the U.S. Armed Forces and allied militaries.  As Chief Executive Officer of Cubic Defense Applications, Mr. Dinkel had overall responsibility for the conduct and growth of a business with 2006 sales of $560 million with 4,800 employees in 26 states and 20 nations.  He currently serves as a Senior Advisor to Cubic Corporation.  Mr. Dinkel held positions of increasing responsibility in a 28-year career with Westinghouse Electronic Systems.  He has also served on the Board of Governors of the Aerospace Industries Association.

Martin Turchin is a 36-year veteran of the real estate industry who has been involved in some of the largest real estate transactions in the U.S.  Mr. Turchin has served as a Vice-Chairman of CB Richard Ellis, the world’s largest real estate services company, since 2003.  During his career, Mr. Turchin has orchestrated more than 50 million square feet of real estate transactions.  From 1996 to 2003, he served as a Vice-Chairman of a subsidiary of Insignia Financial Group, a real estate brokerage, consulting and management firm.  He has been a director of Boston Properties, a real estate investment trust and one of the largest owners and developers of office properties in the nation, for more than 10 years.

James H. Perry served as Vice President of United Industrial from May 1998 to December 31, 2007, Chief Financial Officer from October 1995 to December 31, 2007, Treasurer from December 1994 to April 2005, and as Controller from November 2005 to December 31, 2007. Mr. Perry served as Chief Financial Officer of the AAI Corporation subsidiary of United Industrial from July 2000 to December 31, 2007, as Treasurer from July 2000 to April 2005, and as Vice President from 1997 to December 31, 2007.  He currently serves as a consultant to United Industrial and its affiliates.

Thomas A. Corcoran has served as President and Chief Executive Officer of Corcoran Enterprises, LLC, a management consulting firm, since January 2001.  He has served as Senior Advisor to the Carlyle Group (“TCG”), a private global investment firm, since January 2001.  Mr. Corcoran has extensive experience working with aerospace and defense companies.  Mr. Corcoran served as a director of United Industrial from October 2003 to November 2007.  He served as President and Chief Executive Officer of Gemini Air Cargo, Inc., a global air cargo company owned by TCG, from January 2001 to March 2004.  Mr. Corcoran served as President and Chief Executive Officer of Allegheny Teledyne Incorporated, a specialty materials producer, from October 1999 to December 2000.  He held various senior executive positions with the Space and Strategic Missiles and Electronics sectors of Lockheed Martin Corporation and a predecessor corporation from 1993 to 1999 and various management positions, including Vice President and General Manager, for the Aerospace segment of General Electric Company from 1983 to 1993.  He is currently a director of L-3 Communications Holdings, Inc., an aerospace and defense company, REMEC, Inc., a wireless communications equipment manufacturing company, LaBarge Inc., an electronics manufacturing services company, Aer Lingus, an airline company, ARINC Incorporated, a communications, engineering and integration solutions provider owned by TCG, and Serco Group, an international service company.

About Steel Partners II, L.P.

Steel Partners II, L.P. is a long-term relationship/active value investor that seeks to work with the management of its portfolio companies to increase corporate value for all stakeholders and shareholders.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Steel Partners II, L.P. (“Steel Partners II”), together with the other Participants (as defined below), intends to make a preliminary filing with the Securities and Exchange Commission ("SEC") of a proxy statement and accompanying proxy card to be used to solicit votes for the election of its slate of director nominees at the 2008 annual meeting of shareholders of GenCorp Inc., an Ohio corporation (the “Company”).

STEEL  PARTNERS  II STRONGLY  ADVISES ALL  SHAREHOLDERS  OF THE COMPANY TO READ THE PROXY  STATEMENT  WHEN  IT  IS  AVAILABLE  BECAUSE  IT  WILL  CONTAIN  IMPORTANT INFORMATION.  SUCH PROXY STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.  IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Steel Partners II, Steel Partners II GP LLC (“Steel GP LLC”), Steel Partners II Master Fund L.P. (“Steel Master”), Steel Partners LLC (“Partners LLC”), Warren G. Lichtenstein, James R. Henderson, Gerald R. Dinkel, Martin Turchin, James H. Perry and Thomas A. Corcoran (collectively, the “Participants”).  As of January 30, 2008, Steel Partners II beneficially owned 8,034,059 shares of common stock of the Company (the “Shares”), constituting approximately 14.2% of the Shares outstanding.  Steel Master is the sole limited partner of Steel Partners II.  Steel GP LLC is the general partner of Steel Partners II and Steel Master.  Partners LLC is the investment manager of Steel Partners II and Steel Master.  Warren G. Lichtenstein is the manager of Partners LLC and the managing member of Steel GP LLC.  By virtue of these relationships, each of Steel GP LLC, Steel Master, Partners LLC and Mr. Lichtenstein may be deemed to beneficially own the 8,034,059 Shares owned by Steel Partners II. Currently, Messrs. Henderson, Dinkel, Turchin, Perry and Corcoran do not directly own any securities of the Company. As members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, they are each deemed to beneficially own the 8,034,059 Shares owned by Steel Partners.

Media Contact:

Sitrick And Company

Jason Booth

310-788-2850

EX-99.2

Exhibit 99.2

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of GenCorp Inc., an Ohio corporation (“GenCorp”);

WHEREAS, Steel Partners II, L.P., a Delaware limited partnership (“Steel”), Steel Partners II GP LLC, a Delaware limited liability company, Steel Partners II Master Fund L.P., a Cayman Islands exempted limited partnership, Steel Partners LLC, a Delaware limited liability company, Warren G. Lichtenstein, James R. Henderson, Gerald R. Dinkel, Martin Turchin, James H. Perry and Thomas A. Corcoran wish to form a group for the purpose of soliciting proxies or written consents to elect Warren G. Lichtenstein, James R. Henderson, Gerald R. Dinkel, Martin Turchin, James H. Perry and Thomas A. Corcoran, or any other person designated by the undersigned, as directors of GenCorp and taking all other action necessary or advisable to achieve the foregoing.

NOW, IT IS AGREED, this 30^th day of January 2008 by the parties hereto:

1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of GenCorp.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.           So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of GenCorp; or (ii) any securities of GenCorp over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.

3.           Each of the undersigned agrees to solicit proxies or written consents to elect Warren G. Lichtenstein, James R. Henderson, Gerald R. Dinkel, Martin Turchin, James H. Perry and Thomas A. Corcoran or any other person designated by the Group as directors of GenCorp and to take all other action necessary or advisable to achieve the foregoing (the “Solicitation”).

4.           Steel agrees to bear all expenses incurred in connection with the Group’s activities, including expenses incurred by any of the parties in the Solicitation.  Notwithstanding  the foregoing, Steel shall not be required to reimburse any party for (i) out-of-pocket expenses  incurred by a party in the aggregate in excess of $250 without Steel’s prior written approval; (ii) the value of the time of any party; (iii) legal fees incurred without Steel’s prior written approval;  or (iv) the costs of any counsel, other than Olshan, employed in connection with any pending or  threatened litigation without Steel’s prior written approval.

5.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of GenCorp, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

6.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, which may be sufficiently evidenced by one counterpart.

7.           In the event of any dispute arising out of the provisions of this Agreement, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

8.           Any party hereto may terminate his obligations under this Agreement at any time on 24 hours’ written notice to all other parties, with a copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.

9.           Each party acknowledges that Olshan shall act as counsel for both the Group and Steel.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

STEEL PARTNERS II, L.P.
By:	Steel Partners II GP LLC General Partner
By:	/s/ Warren G. Lichtenstein
	Name:  Warren G. Lichtenstein Title:  Managing Member

STEEL PARTNERS II GP LLC
By:	/s/ Warren G. Lichtenstein
	Name:  Warren G. Lichtenstein Title:  Managing Member

STEEL PARTNERS II MASTER FUND L.P.
By:	Steel Partners II GP LLC General Partner
By:	/s/ Warren G. Lichtenstein
	Name:  Warren G. Lichtenstein Title:  Managing Member

STEEL PARTNERS LLC
By:	/s/ Warren G. Lichtenstein
	Name:  Warren G. Lichtenstein Title:  Manager

2

/s/ Warren G. Lichtenstein

WARREN G. LICHTENSTEIN

/s/ James R. Henderson

JAMES R. HENDERSON

/s/ Gerald R. Dinkel

GERALD R. DINKEL

/s/ Martin Turchin

MARTIN TURCHIN

/s/ James H. Perry

JAMES H. PERRY

/s/ Thomas A. Corcoran

THOMAS A. CORCORAN

EX-99.3

Exhibit 99.3

STEEL PARTNERS II, L.P.

590 Madison Avenue, 32^nd Floor

New York, New York 10022

January 30, 2008

Re:           GenCorp Inc.

Dear Mr. ________:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of GenCorp Inc. (“GenCorp”) in connection with the proxy solicitation or consent solicitation that Steel Partners II, L.P. (“Steel”) and its affiliates are considering undertaking to elect directors (the “Steel Solicitation”).  Your outstanding qualifications, we believe, will prove a valuable asset to GenCorp and all of its stockholders.  This letter will set forth the terms of our agreement.

Steel agrees to indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Steel Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your own criminal actions, fraud, negligence, bad faith or willful misconduct; provided further, that this indemnification agreement and all of Steel’s obligations hereunder shall terminate upon your becoming a director of GenCorp to the extent you are indemnified by GenCorp for any claims that may arise from the Steel Solicitation and any related transactions under GenCorp’s directors and officers liability policy or indemnification provisions contained in GenCorp’s organizational documents and/or under applicable state law.  This indemnification will include any and all (each, a “Loss”) losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Steel Solicitation and any related transactions.

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Steel written notice of such claim or Loss.  Upon receipt of such written notice, Steel will provide you with counsel to represent you.  Such counsel shall be reasonably acceptable to you.  In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.  Steel may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.  Steel will not be responsible for fees, costs or expenses of separate counsel retained by you.  You may not enter into any settlement of loss or claim without the written consent of Steel, which consent will not be unreasonably withheld.

Page -2-

If you agree to the foregoing terms, please sign below to indicate your acceptance.

	Very truly yours,
	STEEL PARTNERS II, L.P.
	By:	Steel Partners, L.L.C.
		General Partner
	By:
		Warren G. Lichtenstein
		Managing Member
ACCEPTED AND AGREED: