8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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) September 17, 2001
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                                  GenCorp Inc.
                  --------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



            Ohio                         1-01520               34-0244000
            ----                         -------               ----------
(State or Other Jurisdiction        (Commission File           IRS Employer
      of Incorporation)                  Number)            Identification No.)



Highway 50 and Aerojet Road, Rancho Cordova, California              95670
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         (Address of Principal Executive Offices)                  (Zip Code)


P.O. Box 537012, Sacramento, California                            95853-7012
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         (Mailing Address)                                         (Zip Code)


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

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ITEM 5.  OTHER EVENTS

Attached hereto as Exhibit 99.1 and incorporated herein by this reference is the
text of the registrant's press release which was issued on September 17, 2001.

In a GenCorp Inc. press release dated September 17, 2001, the Company announced
the following:

         (i)    GenCorp has reached an agreement with the US Environmental
                Protection Agency to remove 3,200 acres of property at its
                Sacramento Aerojet facility from the Superfund site designation.
                The "Carve Out" agreement is subject to a 30-day public comment
                period and public hearing, and requires an amendment to the
                existing Aerojet Partial Consent Decree.

         (ii)   GenCorp will be restructuring its Corporate Headquarters to
                reduce corporate expenses by approximately $3 million on an
                annual basis. The restructuring will be implemented through a
                voluntary early retirement program and could result in a fourth
                quarter charge of $6 to $8 million.

         (iii)  GenCorp expects third quarter earnings results to fall short of
                analysts' consensus expectations. This reduction in third
                quarter earnings is driven by a combination of poor performance
                from its Aerojet Fine Chemicals business and a timing issue on
                closing certain real estate transactions unrelated to the Carve
                Out property, coupled with continuing, but slower than expected
                recovery of the GDX Automotive business.

ITEM 7.  EXHIBITS

Table                                                                 Exhibit
Item No.       Exhibit Description                                     Number
--------       -------------------                                     ------

   99          GenCorp Inc.'s press release dated September             99.1
               17, 2001, which announced the Company (i) had
               reached a tentative "Carve Out" agreement
               with the US Environmental Protection Agency,
               (ii) would be restructuring its Corporate
               Headquarters, and (iii) expects third quarter
               earnings results to fall short of analysts'
               consensus expectations.

                                    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, thereunto duly authorized.

                                               GENCORP INC.


                                       By:    /s/ William R. Phillips
                                              -----------------------
                                       Name:  William R. Phillips
                                       Title: Senior Vice President, Law,
                                              General Counsel and Secretary

Dated:  September 17, 2001

EX-99.1

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                                                                  EXHIBIT 99.1

[GENCORP LOGO]

                                                            Rosemary B. Younts
                                         Senior Vice President, Public Affairs
                                                                (916) 351-8650
                                                                (916) 804-7820
News Release
                                                                 Terry L. Hall
                                                     Senior Vice President and
                                                       Chief Financial Officer
                                                                (916) 351-8606


                              FOR IMMEDIATE RELEASE



 GENCORP REACHES AGREEMENT WITH US EPA TO REMOVE LAND FROM SACRAMENTO SUPERFUND
      SITE; ALSO ANNOUNCES CORPORATE RESTRUCTURING AND 3RD QUARTER UPDATE



         SACRAMENTO, CA, September 17, 2001 - GenCorp (NYSE: GY) announced today
three significant events related to property holdings at its Aerojet Sacramento
site, a corporate restructuring, and earnings outlook for the third quarter.

         The Company has reached an agreement with the US Environmental
Protection Agency to remove 3,200 acres of property at its Sacramento Aerojet
facility from the Superfund site designation. All necessary state and federal
signatures for the "Carve Out" agreement were obtained by last Friday, and the
documents are expected to be lodged in US Federal District Court in Sacramento
this week. The agreement will be subject to a 30-day public comment period and a
public hearing in the State of California, after which the Company expects the
District Court to modify the existing Aerojet Partial Consent Decree to
implement the carve out.

         "This carve out agreement marks a major accomplishment that will enable
us to utilize our valuable property assets by proceeding with our strategy for
economic development in the Capital Valley," said Bob Wolfe, Chairman and CEO.
"The 3,200 acres being removed from the
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Superfund site is property that has never been used for operations and is
ideally situated along a major highway corridor in an area that is among the top
ten growth and investment regions in the United States. The property is well
suited and already zoned for multiple uses, including office, commercial and
light industrial," Wolfe added.

         GenCorp also said today that it would be restructuring its corporate
headquarters to reduce corporate expenses by approximately $3 million on an
annual basis. The restructuring will be implemented through a voluntary early
retirement program and could result in a fourth quarter charge of $6 to $8
million.

         In addition, the Company now expects third quarter earnings results,
which will be released on September 24, to fall short of analysts' consensus
expectations. The Company expects third quarter earnings to be in the $0.10 to
$0.12 range. The reduction in third quarter earnings estimates is driven by a
combination of poor performance from the Aerojet Fine Chemicals business and a
timing issue on closing certain real estate transactions unrelated to the 3,200
acres being removed from the Aerojet Sacramento Superfund site, coupled with
continuing, but slower than expected recovery of the GDX Automotive business
from inefficiencies in its North American operations.

         For the full year, the Company has previously issued guidance that
earnings per share, excluding the gain from the sale of Aerojet's Electronic and
Information Systems business to Northrop Grumman, would be at the lower end of
the range of $1.54 to $1.64. The Company now believes that this earnings level
may not be achieved because the timing of potential land sales is a major factor
at risk. Nevertheless, the Company remains confident that it will meet or exceed
full year analysts' expectations of $1.26 (First Call), excluding unusual items.

         Although forecasts by the Company are subject to numerous variables and
uncertainties, the primary risks associated with achieving forecasted results
include: (i) the timing of potential land sales; (ii) automotive production
rates, and; (iii) the automotive segment's ability to reduce inefficiencies and
meet vehicle seal build rates for the Ford Explorer.
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         This release contains forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. All statements in this release
and in subsequent discussions with the Company's management, other than
historical information, may be deemed to be forward-looking statements. A
variety of factors, which are listed in the forward-looking statements section
of Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Company's 2000 Annual Report on Form 10-K and the Company's
Quarterly Reports on Form 10-Q for the quarters ended February 28, and May 31,
2001, all of which have been filed with the U.S. Securities and Exchange
Commission, could cause actual results or outcomes to differ materially from
those expected by the Company and expressed in the Company's forward-looking
statements.

         GenCorp is a technology-based manufacturer with leading positions in
the aerospace and defense, pharmaceutical fine chemicals and automotive
industries. For more information visit the Company's Web Site at
www.gencorp.com.

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