8-K

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) May 6, 2004

GenCorp Inc.

(Exact Name of Registrant as Specified in 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	95670
(Address of Principal Executive Offices)	(Zip Code)
P.O. Box 537012, Sacramento, California	95853-7012
(Mailing Address)	(Zip Code)

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

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 May 6, 2004.

Exhibit 99.1 is a GenCorp Inc. press release dated May 6, 2004, in which GenCorp announced that Gregory Kellam Scott, Senior Vice President, Law; General Counsel and Secretary has resigned due to personal reasons related to family.

Item 7. Exhibits

99.1 GenCorp Inc.’s press release dated May 6, 2004.

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/ Mark A. Whitney
	Name:	Mark A. Whitney
	Title:	Vice President, Law; Deputy
		General Counsel and Assistant Secretary

Dated: May 7, 2004

  EX-99.1 2 l07539aexv99w1.htm EXHIBIT 99.1 PRESS RELEASE

EXHIBIT 99.1

[GenCorp Logo]

News Release

Investor Contact:	Yasmin Seyal
	senior vice president & chief financial officer
	916-351-8585
Press Contact:	Linda Beech Cutler
	vice president, Corporate Communications
	916-351-8650

For Immediate Release

Gregory Kellam Scott Resigns as Senior Vice President,
Law; General Counsel and Secretary

SACRAMENTO, Calif., — May 06, 2004 — Terry Hall, chairman, president and chief executive officer of GenCorp Inc. (NYSE:GY) announced today Gregory Kellam Scott has resigned due to personal reasons related to family. Mr. Scott joined GenCorp in September 2002 as senior vice president, Law; general counsel and secretary. His resignation will be effective tomorrow, but Mr. Scott will continue as a consultant to the Company for the next several months, primarily assisting in GenCorp’s ongoing litigation activities.

“Gregg has been a valuable member of our management team and he will be missed. However, we respect his decision to spend more time with his family and wish him the best,” said Mr. Hall.

Mr. Scott has a distinguished legal career spanning more than 25 years, including public service as a justice of the Colorado Supreme Court and positions of responsibility in the corporate, academic and governmental arenas.

GenCorp is a technology-based manufacturer with positions in the aerospace and defense, pharmaceutical fine chemicals, real estate and automotive industries. Additional information about GenCorp can be obtained by visiting the Company’s web site at www.GenCorp.com.

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EX-99.1

Exhibit 99.1