March 1, 2006

Via Facsimile (212) 593-5955 and U.S. Mail

Steven J. Spencer, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY  10022

      Re:	Gencorp Inc.
		Preliminary Proxy Statement on Schedule 14A
Filed February 21, 2006 by Pirate Capital LLC, Jolly Roger Fund
LP,
	Jolly Roger Offshore Fund Ltd., Jolly Roger Activist
Portfolio
	Company Ltd., Mint Master Fund Ltd., and Thomas R.
	Hudson, Jr.
		File No. 1-01520

Dear Mr. Spencer:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why a comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. It appears that the participants in this solicitation have
formed
a group.  See Rule 13d-5(b).  We note from your disclosure that
the
group beneficially owns more than five percent of the company`s
common stock and we note the Schedule 13-D/A filed on February 21,
2006 by Pirate Capital and Mr. Hudson, Jr.  We are unable to
locate a
Schedule 13D filed by each member of the group.  Please file or
advise.  See Rule 13d-1.  Additionally, tell us your basis for
checking the box in row 2(b) of the February 21 Schedule 13D/A.

Schedule 14A
2. Advise us, with a view toward disclosure, why the nominees have
not been identified on the cover page of the proxy statement as
persons filing the Schedule 14A.
3. Throughout your proxy statement you refer security holders to
information that you are required to provide and is contained in
Gencorp`s proxy statement for the 2006 Annual Meeting.  We presume
that you are relying upon Rule 14a-5(c) to refer to this
information;
if so, please note that we believe that reliance upon Rule 14a-
5(c)
before Gencorp distributes the information to security holders
would
be inappropriate.  Therefore, please confirm your understanding
that
you may not disseminate your materials until Gencorp has filed and
mailed definitive proxy solicitation materials.  Further, once
Gencorp`s proxy materials are available, consider whether it might
be
more helpful to readers to make specific references to the
sections
of their materials that you are directing them to read.

Reasons for Pirate Capital Group`s Solicitation, page 3
4. Your disclosure emphasizing that your nominees will "WORK FOR
[Gencorp`s security holders]" if elected implies that the board is
not already acting in the interests of Gencorp`s security holders.
Similarly, the last sentence of the first paragraph of this
section
also implies the lack of fulfillment of the current board`s
fiduciary
duties.  You must avoid statements that directly or indirectly
impugn
the character, integrity, or personal reputation or make charges
of
illegal or immoral conduct without factual foundation.  Note that
the
factual foundation for such assertions must be reasonable and the
factual basis must be disclosed in the document or provided to the
staff on a supplemental basis.  Refer to Rule 14a-9.
5. We note your statement your nominees will oversee efforts to
"maximize shareholder value."  Revise here and throughout the
proxy
statement to disclose that no assurances can be given that the
election of your nominees to the board will maximize value.
Further,
to the extent that the nominees have or do not have specific
plans,
please so state and describe where appropriate.
6. Your statement in the last sentence in the second bullet point
in
this section asserts that Gencorp`s directors are more interested
in
remaining directors than in fulfilling their fiduciary duties.
You
must avoid statements that directly or indirectly impugn the
character, integrity, or personal reputation or make charges of
illegal or immoral conduct without factual foundation.  Refer to
Rule
14a-9.
7. Each statement or assertion of opinion or belief must be
clearly
characterized as such, and a reasonable factual basis must exist
for
each such opinion or belief.  Support for opinions or beliefs
should
be self-evident, disclosed in the proxy statement or provided to
the
staff on a supplemental basis.  We note your disclosure in the
third
bullet point in this section in which you state that Gencorp`s has
not delivered "shareholder value that measures up even to the
Company`s own stated expectations" and that it has conducted
"value-
destroying initiatives."  We also note your statement in the
fourth
bullet point that Gencorp`s management indicated that the sale of
the
Aerojet Fine Chemicals business unit would result in a specific
sales
price.
8. Your disclosure in the last paragraph of this section that (i)
electing your nominees will "promote the accountability of senior
management, advocate corporate governance improvements and
encourage
and oversee efforts to maximize shareholder value" and (ii) your
nominees "are committed to working for shareholders to ensure that
Gencorp has a competent management team, modern corporate
governance
and that all appropriate options are explored to maximize
shareholder
value", implies that Gencorp`s directors are not fulfilling their
fiduciary duties and Gencorp`s management is not competent in
carrying out its duties.  You must avoid statements that directly
or
indirectly impugn the character, integrity, or personal reputation
or
make charges of illegal or immoral conduct without factual
foundation.  Refer to Rule 14a-9.
9. Refer to your disclosure in the last sentence of the last
paragraph of this section that electing your nominees will ensure
that "all appropriate options are explored to maximize shareholder
value."  If you know of any such options, please disclose them;
alternatively, please disclose that you currently have no such
options.  Further, if you intend to replace any members of
management, so state.

Background to the Solicitation, page 4
10. Revise to disclose information with respect to the lawsuit you
filed against Gencorp, as announced in your press release of
February
21, 2006.

Proposal No. 1

Reasons Why Pirate Capital Group is Challenging the Incumbent
Directors, page 5
11. Your statement in the first sentence in the second paragraph
of
this section that Gencorp`s security holders will have a "true
voice
in the boardroom" by electing your nominees implies that Gencorp`s
directors are not representing Gencorp`s security holders and thus
failing to fulfill their fiduciary duties.  You must avoid
statements
that directly or indirectly impugn the character, integrity, or
personal reputation or make charges of illegal or immoral conduct
without factual foundation. Refer to Rule 14a-9.
12. In the second paragraph, you emphasize the filing persons`
holdings in Gencorp as compared to those of the current board
members.  As the filing persons are not nominees, it appears you
should revise to balance this disclosure with the fact that your
nominees do not beneficially own any Gencorp shares.
13. Revise to clarify that, if elected, your nominees will owe
fiduciary duties to the security holders of Gencorp, and not to
the
filing persons, and thus they may or may not act in accord with
the
views or wishes of the filing persons.

Pirate Capital Group`s Nominees, page 5
14. In the last paragraph you reserve the right to substitute or
nominate additional nominees in the event that those you have
identified are unable to serve, if Gencorp`s board is expanded, or
if
Gencorp takes any other actions that would have the effect of
disqualifying your nominees.  Provide us with the authority upon
which you will be able to make such substitution without
resoliciting
shareholders and how such substitution would be consistent with
the
advance notice provisions established by Gencorp.

Participants in Solicitation of Proxies, page 8
15. We note your employees may solicit proxies.  Please provide
the
information required by Item 4(b)(2) of Schedule 14A.

Cost and Method of Solicitation, page 10
16. We note that you and D.F. King may employ various methods to
solicit proxies, including mail, facsimile, telephone, e-mail, in
person or via the internet.  Be advised that all written
soliciting
materials, including any e-mails or scripts to be used in
soliciting
proxies over the telephone or any other medium, must be filed
under
the cover of Schedule 14A on the date of first use.  Refer to Rule
14a-6(b) and (c).  Please confirm your understanding.
17. Please tell us whether the solicitation of proxies via the
internet will include solicitations via internet chat rooms and
tell
us which websites you plan to utilize.
18. Update your disclosure to include the estimated expenditures
for
your solicitation and the amounts expended to date as costs of
your
solicitation.  See Item 4(b)(4) of Schedule 14A.

Appendix I
19. Please clarify whether each transaction listed was a sale or a
purchase.  Refer to Item 5(b)(1)(vi).

Form of Proxy
20. Rule 14a-4(c)(3) contemplates the use of discretionary
authority
only for matters unknown "a reasonable time before the
solicitation."
Please revise your proxy card to clarify and place this language
in
bold-face type as required by Rule 14a-4(b)(1).

Closing Comments

      Please amend the preliminary proxy statement in response to
these comments.  Clearly and precisely mark the changes to the
preliminary proxy statement effected by the amendment, as required
by
Rule 14a-6(h) and Rule 310 of Regulation S-T.  We may have further
comments upon receipt of your amendment; therefore, please allow
adequate time after the filing of the amendment for further staff
review.

      You should furnish a response letter with the amendment
keying
your responses to our comment letter and providing any
supplemental
information we have requested.  You should transmit the letter via
EDGAR under the label "CORRESP."  In the event that you believe
that
compliance with any of the above comments is inappropriate,
provide a
basis for such belief to the staff in the response letter.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from each of the filing persons
acknowledging
that:

* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.


Sincerely,



Daniel F. Duchovny
Attorney-Advisor
Office of Mergers and Acquisitions

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Steven J. Spencer, Esq.
Schulte Roth & Zabel LLP
March 1, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE