11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 11-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission File Number 1-1520

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

GenCorp Retirement Savings Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

GenCorp Inc.

Highway 50 and Aerojet Road
Rancho Cordova, CA 95742

GenCorp Retirement Savings Plan
Financial Statements and Supplemental Schedule

As of December 31, 2008 and 2007
and for the Year Ended December 31, 2008

Contents

Report of Independent Registered Public Accounting Firm	3
Financial Statements:
Statements of Net Assets Available for Benefits	4
Statement of Changes in Net Assets Available for Benefits	5
Notes to Financial Statements	6
Supplemental Schedule:	12
Schedule H, Line 4i — Schedule of Assets (Held At End of Year)	13
Signature	14
Exhibit Index	15
EX-23.1

2 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and Administrator of the GenCorp Retirement Savings Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the GenCorp Retirement Savings Plan (the “Plan”) at December 31, 2008 and December 31, 2007, and the changes in net assets available for benefits for the year ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The Supplemental Schedule of Assets (Held at End of Year) as of December 31, 2008 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP
Sacramento, California
May 26, 2009

3

GenCorp Retirement Savings Plan

Statements of Net Assets Available for Benefits

	December 31,
	2008		2007
Assets
Investments, at fair value (Notes 3 and 4)	$	254,085,892	$	372,357,085
Receivables:
Employer contributions (Note 1)		110,617		—
Participant contributions		260,445		—
Total receivables		371,062		—
Total Assets		254,456,954		372,357,085
Liabilities
Administrative fee payable		—		12,390
Net assets available for benefits at fair value		254,456,954		372,344,695
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		2,442,800		465,539
Net assets available for benefits	$	256,899,754	$	372,810,234

See accompanying notes to the financial statements.

4

GenCorp Retirement Savings Plan

Statement of Changes in Net Assets Available for Benefits

	Year Ended
	December 31, 2008
Additions, less loss on investments
Contributions:
Participant	$	21,688,452
Company (Note 1)		9,373,880
Rollovers		482,499
Total contributions		31,544,831
Loss on investments:
Dividend income		8,283,564
Interest income		587,540
Net depreciation in fair value of investments (Note 3)		(119,951,577	)
Total loss on investments		(111,080,473	)
Total additions, less loss on investments		(79,535,642	)
Deductions
Benefits paid directly to participants		36,016,319
Administrative expenses (Note 1)		358,519
Total deductions		36,374,838
Net decrease during the year		(115,910,480	)
Net assets available for benefits
Beginning of year		372,810,234
End of year	$	256,899,754

See accompanying notes to the financial statements.

5

GenCorp Retirement Savings Plan

Notes to Financial Statements

December 31, 2008

1. Description of the Plan

The following description of the GenCorp Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

GenCorp Inc. (the “Company” or the “Plan Administrator”) established the Plan effective July 1, 1989. The Plan is a defined contribution plan covering substantially all eligible employees of the Company and participating subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act (“ERISA”), as amended.

Contributions

Participants may elect to contribute to the Plan, on a pre-tax or after-tax basis, from 1% up to 50% of their eligible compensation as defined by the Plan document. Contributions must be made in 1% increments. Pre-tax contributions are subject to annual deductibility limits specified under the Internal Revenue Code (the “Code”). Participants may direct employee contributions to any of the Plan’s investment alternatives. The Company made matching contributions in GenCorp Inc. common stock equal to 100% of the first 3% of the participants’ compensation contributed and 50% of the next 3% of compensation contributed. Company matching contributions were directed to the GenCorp Stock Fund. Plan participants may elect to transfer matching contributions to any investment alternative in the Plan. All participants may also contribute amounts representing distributions from other qualified plans to the Plan.

Effective January 15, 2009, for non-union employees, the Company discontinued the matching contributions to the Plan. Effective March 15, 2009, exchanges into the GenCorp Stock Fund were no longer permitted. Effective April 15, 2009, all future contribution investment elections directed into the GenCorp Stock Fund were redirected to other investment options and the Company’s future union employee matching contributions were made in cash.

Participant Accounts

Each participant’s account is credited with the participant’s contributions and the Company’s matching contributions, plus allocation of the Plan’s net earnings or losses. Each participant’s account is also charged with an allocation of administrative expenses. Allocations are based on participant account balances in proportion to all participants account balances.

Forfeited Accounts

Forfeited balances, including terminated participants’ nonvested accounts, are used to either reduce the cash payment of Company matching contributions, or to offset administrative expenses. There were no material unallocated forfeited balances as of December 31, 2008 and 2007.

Vesting

A participant’s interest in rollover contributions, if any, and employee contributions that a participant has made are vested and not subject to forfeiture. A participant’s interest in the matching contributions made by the Company is vested and not subject to forfeiture, except such forfeitures as may be required or permitted in order to meet the non-discrimination provisions of the Code or other applicable provisions of law.

6

Participant Loans

Eligible participants may borrow from their fund accounts a minimum loan amount of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance, whichever is less. Eligible participants may have two loans outstanding at any given time. Account balances attributable to the Company matching contributions are not available for loans, but are included in computing the maximum loan amount. Loan terms range from 1 year to 5 years or up to 10 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at a fixed rate of 1% above the prevailing prime rate at time of issuance. Principal and interest are paid through payroll deductions.

In-Service Withdrawals

For the Company matching contributions made prior to January 1, 2004, participants who are active employees of the Company can elect a voluntary in-service withdrawal of their plan shares. In-service withdrawals are not allowed for Company matching contributions made after December 31, 2003.

Payment of Benefits

Distribution of the vested value of the participant’s account will be made available, in the form of full or partial lump sum payments, upon termination of employment, financial hardship, or death.

Administrative Expenses

Expenses incurred in connection with the purchase or sale of securities are charged against the investment funds whose assets are involved in such transactions. Legal, accounting, and certain administrative costs of the Plan are paid by the Company but reimbursed by the Plan and allocated to participant accounts based upon account balances. Non-discrimination testing fees and the Company stock administration fees billed by Fidelity Investments (“Fidelity”), the Plan’s Trustee, are deducted from the Trust and allocated to participant accounts based upon account balances. All other expenses relating to participant transactions are deducted from those participant accounts as transactions occur.

New Accounting Pronouncements

As of January 1, 2008, the Plan adopted the provisions of Statement on Financial Accounting Standards (“SFAS”) No. 157 (“SFAS 157”), Fair Value Measurements, for its investments. SFAS 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurement. Although the adoption of SFAS 157 did not materially impact the Plan’s financial statements, the Plan is now required to provide additional disclosures as part of its financial statements (see Note 4).

In May 2008, the Financial Accounting Standards Board issued SFAS No. 162 (“SFAS 162”), The Hierarchy of Generally Accepted Accounting Principles. SFAS 162 identifies a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities (the “Hierarchy”). The Hierarchy within SFAS 162 is consistent with that previously defined in the American Institute of Certified Public Accountants Statement on Auditing Standards No. 69, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The adoption of SFAS 162 did not have a material effect on the Plan’s financial statements.

2. Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared on the accrual basis of accounting.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value (see Note 4).

7

The investment contracts are presented at fair value on the statement of net assets available for benefits. The investments in the fully benefit-responsive investment contracts are also stated at contract value which is equal to principal balance plus accrued interest. An investment contract is generally valued at contract value, rather than fair value, to the extent it is fully benefit-responsive.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Administrator, who is a fiduciary of the Plan, to make estimates, assumptions, and valuations that affect the amounts reported in the financial statements and accompanying footnotes. Actual results could differ from those estimates.

Benefit Payments

Benefit payments are recorded when paid.

3. Investments

Investments that represent 5% or more of the fair value of the Plan’s net assets at the end of the year are as follows:

	December 31,
	2008		2007
Fidelity Managed Income Portfolio II*	$	62,196,255	$	61,370,162
Fidelity US Equity Index Pool		35,852,506		65,031,275
Fidelity Retirement Money Market Fund		23,762,329		19,870,496
GenCorp Inc. common stock		18,677,954		35,490,288
Fidelity Diversified International		18,257,857		39,245,014
Fidelity Growth Company		13,048,470		21,979,872
Fidelity Low Priced Stock		—		22,882,433
Fidelity Mid-Cap Stock Fund		—		19,820,573

* The Fidelity Managed Income Portfolio II, a fully benefit-responsive investment contract, as listed above represents the contract value of the Plan’s investment.

During 2008, the Plan’s investments (including gains and losses on investments purchased and sold, as well as held during the year) depreciated in fair value as follows:

	Net depreciation
	in fair value
	of investments
Common/collective trusts	$	(22,693,218	)
Registered investment companies		(68,998,253	)
Common stocks		(951,567	)
GenCorp Inc. common stock		(27,308,539	)
	$	(119,951,577	)

4. Fair Value

As of January 1, 2008, the Plan adopted the provisions of SFAS 157 for its investments. SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

8

The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

Registered investment companies

The shares of registered investment companies are valued at quoted market prices in an exchange and active market, which represent the net asset values of shares held by the Plan at year end and are classified as Level 1 investments.

Common/collective trust funds

Common/collective trust funds (“CCTs”) are composed of a non-benefit-responsive investment fund and fully benefit-responsive investment contracts and are classified as Level 2 investments. Investment in the non-benefit-responsive investment fund is valued based upon the quoted redemption value of units owned by the Plan at year end. The fair value of fully benefit-responsive investment contracts is calculated using a discounted cash flow model which considers recent fee bids as determined by recognized dealers, discount rate and the duration of the underlying portfolio securities. CCTs are not available in an exchange and active market, however, the fair value is determined based on the underlying investments as traded in an exchange and active market.

Common stocks

GenCorp Inc. common stock and common stocks held in participant-directed brokerage accounts are stated at fair value as quoted on a recognized securities exchange and are valued at the last reported sales price on the last business day of the Plan year and are classified as Level 1 investments.

Money market funds

The money market funds are valued at quoted market prices in an exchange and active markets, which represent the net asset values of shares held by the Plan at year end and are classified as Level 1 investments.

Participant loans

Participant loans are valued at their outstanding balances, which approximate fair value and are classified as Level 3 investments.

As of December 31, 2008, the Plan’s investments measured at fair value on a recurring basis were as follows:

	December 31, 2008
	Quoted Prices in Active
	Markets for Identical		Significant Other		Significant Unobservable
	Assets		Observable Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)
Assets
Registered investment companies	$	104,795,557	$	—	$	—
Common/collective trusts		—		95,943,626		—
Common stocks		20,244,356		—		—
Money market funds		26,120,434		—		—
Participant loans		—		—		6,981,919
Total Assets	$	151,160,347	$	95,943,626	$	6,981,919

9

Changes in the fair value of the Plan’s Level 3 investments during the year ended December 31, 2008 were as follows:

	Participant loans
Balance at December 31, 2007	$	6,859,123
Purchases, issuances, and settlements, net		122,796
Balance at December 31, 2008	$	6,981,919

5. Income Tax Status

The Plan received a determination letter from the Internal Revenue Service (“IRS”) dated January 12, 2004, stating the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination letter by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

6. Plan Termination

Although it has not expressed any intent to do so, the Company has the right to terminate the Plan subject to the provisions of ERISA. In the event of the Plan’s termination, all participants will be 100% vested in their accounts.

7. Related Party Transactions

GenCorp Inc. Common Stock

Transactions in shares of GenCorp Inc. common stock qualify as party-in-interest transactions under the provisions of ERISA for which a statutory exemption exists. During the year ended December 31, 2008, the Plan made purchases of $14.7 million and sales of $4.2 million of GenCorp Inc. common stock (see Note 8). At December 31, 2008 and 2007, the Plan held 5,075,531 and 3,043,764 shares of GenCorp Inc. common stock, respectively, representing 7% and 10%, respectively, of the total net assets of the Plan.

Mutual Funds Managed by Fidelity Investments

Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan to Fidelity for investment management services were deducted from the net asset values of shares of mutual funds held by the Plan. The funds’ operating expense ratios ranged from 0.10% to 0.99% based on the funds’ most recent prospectus.

8. Issuance of Unregistered Shares

The Company inadvertently failed to register with the Securities and Exchange Commission (“SEC”) certain shares of its common stock issued under the Plan. As a result, certain participants as purchasers of GenCorp Inc. common stock pursuant to the Plan may have the right to rescind their purchases for an amount equal to the purchase price paid for the shares (or if such security has been disposed of, to receive consideration with respect to any loss on such disposition) plus interest from the date of purchase. The Company may also be subject to civil and other penalties by regulatory authorities as a result of the failure to register. In June 2008, the Company filed a registration statement on Form S-8 with the SEC to register future transactions in the GenCorp Stock Fund in the Plan. The Company intends to make a registered rescission offer to eligible plan participants which will require an amendment to the Company’s $280 million senior credit facility (the “Senior Credit Facility”). The Company is seeking such an amendment to the Senior Credit Facility. If an amendment to the Senior Credit Facility is not available, the Company has the option of obtaining a waiver for a negotiated fee. At December 31, 2008, the Plan Administrator estimated the net losses incurred by Plan participants related to the transactions involving unregistered GenCorp Inc. common stock to be approximately $6.6 million including $0.7 million of interest. The Plan has not recorded a receivable from the Company at December 31, 2008 as its realization is not assured.

10

9. Risks and Uncertainties

The Plan invests in various investment securities. Market values of investments may decline for a number of reasons, including changes in prevailing market and interest rates, increases in defaults and credit rating downgrades. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment balances will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

10. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

	December 31,
	2008			2007
Net assets available for benefits per the financial statements	$	256,899,754		$	372,810,234
Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts		(2,442,800	)		(465,539	)
Net assets available for benefits per the Form 5500	$	254,456,954		$	372,344,695

The following is a reconciliation of investment loss per the financial statements to the Form 5500:

	Year Ended
	December 31, 2008
Total investment loss per the financial statements	$	(111,080,473	)
Plus: Change in adjustment from fair value to contract value for fully benefit-responsive investment contracts		(1,977,261	)
Total investment loss per the Form 5500	$	(113,057,734	)

11

Supplemental

Schedule

12

GenCorp Retirement Savings Plan

EIN 34-024000, Plan #334

Schedule H, Line 4i — Schedule of Assets (Held At End of Year)

December 31, 2008

		(c)
		Description of
		Investment including
	(b)	Maturity Date, Rate of
	Identity of Issue, Borrower, Lessor,	Interest, Collateral,	(e)
(a)	or Similar Party	Par, or Maturity Value	Current Value
	Morgan Stanley Institutional Fund Small Company Growth Portfolio Class I Shares	Registered investment company	$	3,090,307
	American Beacon Lg Cap Value Inst CL	Registered investment company		6,982,673
	Wells Fargo Small Cap Value CL Z	Registered investment company		2,020,561
	Goldman Sachs Mid Cap Value Fund Institutional Class	Registered investment company		765,015
*	Fidelity Growth Company	Registered investment company		13,048,470
*	Fidelity Investment Grade Bond	Registered investment company		10,976,656
*	Fidelity Low Priced Stock	Registered investment company		12,162,344
*	Fidelity Diversified International	Registered investment company		18,257,857
*	Fidelity Mid-Cap Stock Fund	Registered investment company		10,163,813
*	Fidelity Freedom Income	Registered investment company		8,395,996
*	Fidelity Freedom 2000	Registered investment company		663,849
*	Fidelity Freedom 2010	Registered investment company		4,150,402
*	Fidelity Freedom 2020	Registered investment company		7,265,484
*	Fidelity Freedom 2030	Registered investment company		4,032,736
*	Fidelity Freedom 2040	Registered investment company		1,453,295
*	Fidelity Freedom 2050	Registered investment company		144,950
	Fully benefit-responsive investment contracts
*	Fidelity Managed Income Portfolio	Common/collective trust fund		320,383
*	Fidelity Managed Income Portfolio II	Common/collective trust fund		59,770,737
	Non-benefit-responsive investment fund
*	Fidelity US Equity Index Pool	Common/collective trust fund		35,852,506
*	Fidelity Retirement Money Market Fund	Money market fund		23,762,329
*	Fidelity Institutional Cash Portfolio	Money market fund		325,830
*	Northern Trust Company Collective Short Term Investment Fund	Money market fund		14,026
	Participant-directed brokerage accounts
	Brokerage Link	Various investments		4,805,800
*	Participant loans	Annual interest rates from 5.0% to 10.5% maturing through 2018		6,981,919
*	GenCorp Inc. common stock	Common Stock; 5,075,531 shares		18,677,954
	Total investments		$	254,085,892

*	Indicates a party-in-interest to the Plan.
**	Column (d), cost, has been omitted, as all investments are participant-directed.

13

Signature

      Pursuant to the requirements of the Securities Exchange Act of 1934, GenCorp Inc., as Plan Administrator, has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

	GENCORP RETIREMENT SAVINGS PLAN
Date: May 26, 2009	By	/s/ Kathleen E. Redd
		Kathleen E. Redd
		Vice President, Chief Financial Officer and Secretary

14

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 23.1	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

15

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-35621, 333-91783, 333-152032, and 333-158870) of GenCorp Inc. of our report dated May 26, 2009 relating to the financial statements of the GenCorp Retirement Savings Plan, which appears in this Form 11-K.

/s/ PricewaterhouseCoopers LLP
Sacramento, California
May 26, 2009

16