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) November 15, 2004

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)	(I.R.S. Employer Identification No.)

Highway 50 and Aerojet Road, Rancho Cordova, California		95670
(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:

[  ] 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 240.13a-4(c))

Item 7.01. Regulation FD Disclosure

Attached hereto as Exhibit 99.1 and incorporated herein by reference is the text of the registrant’s press release issued on November 15, 2004 in which GenCorp announced that its Board of Directors has unanimously determined to proceed with GenCorp’s planned offering of 7.5 million common shares and debt refinancings. The common share offering is being undertaken concurrently with a $50 million refinancing of convertible debt and a new $175 million secured bank credit facility.

Attached hereto as Exhibit 99.2 and incorporated herein by reference is the text of the registrant’s press release issued on November 15, 2004 in which GenCorp, in response to inquiries regarding Steel Partners’ November 15 letter, today issued the following statement: “We do not believe the November 15 letter has anything new in it and we are proceeding with our equity offering and debt refinancings.”

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
99.1	GenCorp Inc.’s press release dated November 15, 2004.
99.2	GenCorp Inc.’s press release dated November 15, 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, hereunto duly authorized.

	GENCORP INC.
	By: /s/ Mark A. Whitney
	Name: Mark A. Whitney
	Title: Vice President, Law;
	Deputy General Counsel
	and Assistant Secretary
Dated: November 16, 2004

EX-99.1

Exhibit 99.1

For Immediate Release

GenCorp to Proceed With Equity Offering and Debt Refinancings;
Unanimously Rejects Request to Negotiate at Inadequate Price

SACRAMENTO, Calif. — November 15, 2004 — GenCorp Inc. (“GenCorp”) (NYSE: GY) today announced that its Board of Directors has unanimously determined to proceed with GenCorp’s planned offering of 7.5 million common shares and debt refinancings. The common share offering is being undertaken concurrently with a $50 million refinancing of convertible debt and a new $175 million secured bank credit facility.

Terry L. Hall, chairman of the Board, president and chief executive officer of GenCorp, said, “Raising additional capital enhances our financial flexibility. The equity offering and debt refinancings will substantially delever our balance sheet and reduce our interest expense. We believe that the financial markets are favorable at this time and any delay would not be in our shareholders’ best interests.”

GenCorp also announced that its Board of Directors unanimously rejected Steel Partners’ November 11th request to enter into negotiations to acquire GenCorp. The Board unanimously determined that the price indicated by Steel Partners II, L.P. is inadequate and not in the best interests of its shareholders. Hall said, “GenCorp needs to focus on its proposed financings and not on a conditional request to negotiate an acquisition at an inadequate price with a party who lacks financing.”

GenCorp is being advised by J.P. Morgan Securities Inc., Jones Day and Shaw Pittman LLP. J.P. Morgan Securities Inc. advised the GenCorp Board of Directors that the price indicated in Steel Partners’ letter is inadequate from a financial point of view.

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 development, sale and leasing of the Company’s real estate assets. Additional information about the Company can be obtained by visiting the Company’s web site at http://www.GenCorp.com.

Forward Looking Statements

This press release contains forward-looking statements based on current management expectations. Numerous factors, including those related to market conditions and those detailed from time to time in GenCorp’s filings with the Securities and Exchange Commission, may cause results to differ materially from those anticipated in the forward-looking statements. Many of the factors that will determine GenCorp’s future results are beyond the ability of GenCorp to control or predict. These statements are subject to risks and uncertainties and, therefore, actual

results may differ materially. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. GenCorp undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any offer of these securities in any state in which such offer, solicitation or sale would be unlawful.

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
     Judith Wilkinson/Jeremy Jacobs, Joele Frank, Wilkinson Brimmer Katcher 212.355.4449

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EX-99.2

99.2

For Immediate Release

GenCorp Issues Statement

SACRAMENTO, Calif. — November 15, 2004 — In response to inquiries regarding Steel Partners’ November 15 letter, GenCorp Inc. (“GenCorp”) (NYSE: GY) today issued the following statement: “We do not believe the November 15 letter has anything new in it and we are proceeding with our equity offering and debt refinancings.”

     This announcement does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any offer of these securities in any state in which such offer, solicitation or sale would be unlawful.

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
     Judith Wilkinson/Jeremy Jacobs, Joele Frank, Wilkinson Brimmer Katcher 212.355.4449

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