March 27, 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.
		Responses to comments re: Additional Definitive
Soliciting
Materials
Filed March 21, 2006 by Pirate Capital LLC, et. al.
		File No. 1-01520

Dear Mr. Spencer:

      We have reviewed your filing and have the following
comments.

Additional Definitive Soliciting Materials filed March 21, 2006
1. We note your response to comment 4 in our March 21, 2006
letter.
In addition to characterizing the statement as your belief, please
note that support for the statement should be self-evident.  The
basis for this belief remains unclear.  In future filings if you
continue to make such assertions, please expand to provide the
basis.
2. We note your response to comment 5 in our March 21, 2006
letter.
We also note that the Fitch report to which you refer in the
second
bullet point under "1.  The Divestiture of GDX Automotive"
describes
a second reason for the downgrade of Gencorp`s credit rating,
namely
the deterioration of Gencorp`s current and projected credit
ratios.
In future filings, please avoid disclosing information selected
solely to support your stated position and provide a more balanced
disclosure.

      Please direct any questions to me at (202) 551-3619.  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
Special Counsel
Office of Mergers and Acquisitions
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Steven J. Spencer, Esq.
Schulte Roth & Zabel LLP
March 21, 2006
Page 1



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

         DIVISION OF
CORPORATION FINANCE