8-K

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                                  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)  December 14, 2004

                                  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      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))

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ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

On December 14, 2004 the Board of Directors of the Company elected Charles F.
Bolden Jr. to the Company's Board of Directors effective as of January 1, 2005.
Mr. Bolden is not a party to any arrangement or understanding with any person
pursuant to which he was selected as a director; nor is Mr. Bolden a party to
any transaction, or series of transactions, required to be disclosed pursuant to
Item 404(a) of Regulation S-K. Mr. Bolden was elected as a Class I director and
has been appointed to serve on the Finance Committee. Mr. Bolden will be
replacing Robert A. Wolfe who is resigning from the Company's Board of Directors
effective December 31, 2004.

On December 14, 2004, Robert A. Wolfe, a Director of the Company, announced that
he is resigning from the Company's Board of Directors effective December 31,
2004.

A copy of the press release issued by the Company announcing the election of Mr.
Bolden and the resignation of Mr. Wolfe is attached herewith as Exhibit 99.1.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c)    Exhibits

Exhibit No.     Description
- -----------     -----------------------------------------------------
99.1            GenCorp Inc.'s press release dated December 17, 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: December 17, 2004



                                  EXHIBIT INDEX

Exhibit Number    Description
- --------------    -----------------------------------------------------
     99.1         GenCorp Inc.'s press release dated December 17, 2004.

EX-99.1

                                                                    Exhibit 99.1

           GENCORP ELECTS CHARLES F. BOLDEN TO ITS BOARD OF DIRECTORS;
                            ROBERT A. WOLFE TO RESIGN

     SACRAMENTO, Calif., Dec. 17 /PRNewswire-FirstCall/ -- GenCorp Inc.
("GenCorp" or the "Company") announced today that Charles F. Bolden, Jr. has
been elected to join its board of directors effective January 1, 2005. The
Company also announced that Robert A. Wolfe is resigning as a director effective
December 31, 2004.

     Mr. Bolden has extensive military, National Aeronautics and Space
Administration ("NASA") as well as private industry experience. He retired from
the U.S. Marine Corps as a Major General serving as the Commanding General of
the Third Marine Aircraft Wing. During Mr. Bolden's 34-year military career he
served in a number of Marine Corps senior officer positions including: Deputy
Commanding General, 1MEF, Marine Forces, Pacific; Commanding General, 1 MEF
(FWD) for Operation Desert Thunder in Kuwait; and Deputy Commander, U.S. Forces,
Japan. He also spent 13 years as an astronaut and space shuttle pilot, logging
over 680 hours and flying four space missions including the Discovery flight
that successfully deployed the Hubble Space Telescope and the Atlantis flight
that was the first joint U.S./Russian space shuttle mission. Mr. Bolden also
served as Assistant Deputy Administrator for NASA and Deputy Commandant of the
U.S. Naval Academy. He has received a number of military and NASA decorations.

     After his retirement from the military in 2003, Mr. Bolden was named
president and chief operating officer of American PureTex Water Corporation and
PureTex Water Works. He is currently senior vice president of TechTrans
International, a company established to support the joint Russian/U.S. space
program providing Russian translation, interpretation, language training and
logistics services to the NASA Johnson Space Center.

     Mr. Bolden, 58, lives in Houston, Texas. He received his masters in systems
management from the University of Southern California (USC), and a bachelor's
degree from the U.S. Naval Academy. He is also a graduate of the U.S. Naval Test
Pilot School at Patuxent River, Md., and has received honorary doctorates from
several distinguished universities. He serves on the board of directors of
Marathon Oil Company and as a trustee of USC.

     "Charles will be a great addition to our board," said Terry Hall, GenCorp's
chairman, president and chief executive officer. "His extensive military and
NASA experience, as well as his management and organizational background, will
be valuable assets for GenCorp as we continue to execute our strategy of
streamlining our Company and focusing on the growth of our aerospace and defense
segment."



     Mr. Bolden will be joining the board as an independent director, replacing
Robert Wolfe who has been a non-independent member of GenCorp's board for 6
years. Mr. Wolfe has also served as president of Aerojet-General Corporation and
chairman, president and chief executive officer of GenCorp. "Bob has made a
significant contribution to the Company and this board," said Mr. Hall.

     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 .

SOURCE  GenCorp Inc.
    -0-                             12/17/2004
    /CONTACT:  investors, Yasmin Seyal, senior vice president and chief
financial officer, +1-916-351-8585, or media, Linda Cutler, vice president,
corporate communications, +1-916-351-8650, both of GenCorp Inc.; or Judith
Wilkinson or Jeremy Jacobs, both of Joele Frank, Wilkinson Brimmer Katcher,
+1-212-355-4449, for GenCorp Inc./
    /Web site:  http://www.gencorp.com /