SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Neish James Scott

(Last)

(First)

(Middle)

HIGHWAY 50 & AEROJET ROAD

(Street)

RANCHO CORDOVA

95670

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2005

3. Issuer Name and Ticker or Trading Symbol
GENCORP INC [ GY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & President - AGC

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,000⁽¹⁾	D
Common Stock	2,520.445⁽²⁾	I	By Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Emp.Stk. Option (right to buy)	⁽³⁾	07/09/2013	Common Stock	2,200	$9.29	D
Stock Appreciation Right	12/01/2008	12/01/2015	Common Stock	5,000	$18.55	D
Stock Appreciation Right	⁽⁴⁾	05/10/2015	Common Stock	2,000	$18.71	D
Stock Appreciation Right	05/10/2008⁽⁴⁾	05/10/2015	Common Stock	1,500	$18.71	D

Explanation of Responses:

1. Granted pursuant to a Restricted Stock Agreement dated December 1, 2005.

2. This footnote explains an exempt transaction which is not reportable, yet the addition of those shares must be recognized in the total shares. In this case, shares held in the GenCorp Retirement Savings Plan Trust (Plan Trust) have been updated with 2,520.445 shares as of December 2, 2005 to reflect the value in the participant's account as per the Plan Administrator's records. The number of shares reported is calculated by dividing the dollar value of the participant's account by the closing stock price printed in the New York Stock Exchange Composite Transactions in the Wall Street Journal on the day reported above. This calculation yields only the approximate number of shares in the participant's account because the cash component in the Plan Trust (target 2%) is allocated to each participant's account on a pro rata basis, and the cash component varies based on overall activity of all participants in the Plan Trust.

3. Granted pursuant to the 1999 Equity and Performance Incentive Plan. The stock appreciation right vests in three annual installments beginning on 7/9/04.

4. Granted pursuant to the 1999 Equity and Performance Incentive Plan. The stock appreciation right vests in three annual installments beginning on 5/10/06.

	Mark A. Whitney, as Attorney-in-Fact	12/05/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.