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 15, 2008

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	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:

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

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

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

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

TABLE OF CONTENTS

EXHIBIT 99.1

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory

Arrangements of Certain Officers

(b) On May 15, 2008, Mr. Todd Snyder, Mr. Timothy Wicks and Dr. Sheila Widnall resigned as Directors of the Company effective immediately.

There were no disagreements with GenCorp that led to the decisions by Messrs. Snyder and Wicks and Dr. Widnall to resign as Directors.

(d) The Board of Directors of the Company appointed James H. Perry to the Board of Directors effective as of May 16, 2008. It is expected that Mr. Perry will serve on the Audit Committee. Mr. Perry is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
	99.1	GenCorp Inc.’s press release dated May 19, 2008.

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:	Senior Vice President, General Counsel and Secretary

Dated: May 19, 2008

EX-99.1

Exhibit 99.1

News Release

For Immediate Release

GenCorp Announces Appointment of James H. Perry to Board
of Directors; Resignation of Three Directors
James R. Henderson Named Non-executive Chairman

SACRAMENTO, Calif. – May 19, 2008 — GenCorp Inc. (NYSE: GY) announced today the appointment of Mr. James H. Perry to the Company’s Board of Directors effective immediately. Timothy A. Wicks, Todd R. Snyder and Sheila E. Widnall have resigned as members of the Board effective immediately.

The Company also announced that the Board unanimously elected Mr. James R. Henderson to serve as non-executive Chairman of the Board, replacing Mr. Wicks, who held that position since February 2007. Mr. Henderson has been a Director of the Company since March 2008.

“Given Mr. Perry’s impressive accomplishments as a senior executive in the aerospace and defense sector, he will provide valuable guidance as we chart the future of GenCorp,” said Scott Neish, interim president and chief executive officer of GenCorp. “I look forward to working more closely with Jim Henderson, who has already provided valuable direction since joining the Board in March.

“I would also like to thank Mr. Wicks, Mr. Snyder and Dr. Widnall for their years of service and contributions to the Company as members of the Board of Directors. I wish each of them well in their future endeavors,” concluded Mr. Neish.

Mr. Perry, age 47, has served in various senior management roles, including vice president, chief financial officer, controller and treasurer during his tenure from 1995 - 2007 with United Industrial Corporation, a leading provider of aerospace and defense systems and services including unmanned aircraft and ground control stations. Mr. Perry currently serves as a consultant to United Industrial and its affiliates. It is expected that Mr. Perry will serve on the Audit Committee of GenCorp.

Mr. Henderson, age 50, is a Managing Director and operating partner of Steel Partners LLC, a global investment management firm. 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.

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 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: Yasmin Seyal, senior vice president and chief financial officer 916.351.8585
Media: Linda Cutler, vice president, corporate communications 916.351.8650

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