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): May 26, 2009

GenCorp Inc.
(Exact name of registrant as specified in its charter)
Ohio	1-01520	34-0244000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Highway 50 and Aerojet Road, Rancho Cordova, California		95742
(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 (see General Instruction A.2. below):

¨ 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 240.13e-4(c))

Item 8.01. Other Events

On May 26, 2009, GenCorp Inc., an Ohio corporation (the “Company”), issued a press release announcing that it has engaged Imperial Capital, LLC to facilitate the Company’s efforts to amend its $280.0 million senior credit facility and to refinance the company’s subordinated debt.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated May 26, 2009

SIGNATURES

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.

May 26, 2009	GENCORP INC.
	By:	/s/ Kathleen E. Redd
		Name:	Kathleen E. Redd
		Title:	Vice President, Chief Financial Officer and Secretary

Exhibit Index

Exhibits
99.1	Press release dated May 26, 2009

EX-99.1

Exhibit 99.1

For Immediate Release

GenCorp Engages Imperial Capital, LLC to assist with Refinancing Efforts

SACRAMENTO, Calif., -- May 26, 2009 -- GenCorp Inc. (NYSE: GY) announced today that it has engaged Imperial Capital, LLC to facilitate the Company’s efforts to amend its $280.0 million senior credit facility and to refinance the company’s subordinated debt.

About GenCorp

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

Contact information:

Investors: Kathy Redd, vice president and chief financial officer  916.355.2361

Media: Linda Cutler, vice president, corporate communications  916.351.8650