March 10, 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.
		Revised Preliminary Proxy Statement on Schedule 14A
Filed March 8, 2006 by Pirate Capital LLC et. al.
		File No. 1-01520

Dear Mr. Spencer:

      We have reviewed your filing and have the following
comments.

General
1. We reissue comment 1.  Note that unless the various funds have
no
power to vote or dispose of the securities, the funds must be
included as filing persons in the Schedule 13D for the group.
Additionally, with respect to your having checked the box in row
2(b)
of your Schedule 13D, please tell us your basis for not affirming
the
existence of a group.

Schedule 14A
2. We note your response to prior comment 2, and your indication
that
the nominees are not filing the proxy statement.  Note that
Section
14(a) and Regulation 14A of the Securities Exchange Act of 1934
prohibits any person from soliciting or permitting the use of that
person`s name to solicit proxies without filing a Schedule 14A and
furnishing a proxy statement to security holders.  Because Mr.
Lorber, Mr. Snyder and Mr. Woods are participants in the
solicitation, they must be included in the cover page of the
Schedule
14A as filing persons.

Reasons for Pirate Capital Group`s Solicitation, page 3
3. Refer to the revisions made in response to comment 7.  Please
provide balanced disclosure.  For example, clarify that an
additional
$5 million may be recognized as part of the sales price of the
Aerojet business unit through an earnout provision, and that
income
from the promissory note in that sale may be recognized over time,
each as disclosed in Gencorp`s filed reports.
4. We reissue comment 7 with respect to your disclosure that the
company has engaged in "value-destroying initiatives."  Please
revise
your disclosure to clarify that the assertion is, in fact, your
opinion or belief.

Background to the Solicitation, page 4
5. Please balance your disclosure in the last bullet point of this
section to clarify whether Gencorp expressed its intention to
invoke
the statute cited.

Proposal No. 1

Reasons Why Pirate Capital Group is Challenging the Incumbent
Directors, page 5
6. We reissue comment 12.  While you are the party making the
nomination, your disclosure refers to the company`s nominees, not
the
company.  Please provide the balanced disclosure requested.

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.

      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 10, 2006
Page 1



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

         DIVISION OF
CORPORATION FINANCE