SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CARLEONE JOSEPH
(Last) (First) (Middle)
HIGHWAY 50 & AEROJET ROAD
(Street)
RANCHO CORDOVA CA 95670
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GENCORP INC [ GY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP and P - AFC
3. Date of Earliest Transaction (Month/Day/Year)
04/12/2005
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/12/2005 M 7,000 A $5.9375 35,240 D
Common Stock 04/12/2005 M 21,724 A $9.401 56,964 D
Common Stock 04/12/2005 M 12,237 A $10.0278 69,201 D
Common Stock 04/12/2005 M 7,000 A $10.125 76,201 D
Common Stock 04/12/2005 M 20,000 A $10.44 96,201 D
Common Stock 04/12/2005 M 3,333 A $15.43 99,534 D
Common Stock 04/12/2005 M 13,026 A $15.9323 112,560 D
Common Stock 04/12/2005 S 19,937 D $20.7 92,623 D
Common Stock 04/12/2005 S 500 D $20.71 92,123 D
Common Stock 04/12/2005 S 2,900 D $20.72 89,223 D
Common Stock 04/12/2005 S 200 D $20.73 89,023 D
Common Stock 04/12/2005 S 200 D $20.74 88,823 D
Common Stock 04/12/2005 S 4,200 D $20.85 84,623 D
Common Stock 04/12/2005 S 3,800 D $20.86 80,823 D
Common Stock 04/12/2005 S 2,000 D $20.88 78,823 D
Common Stock 04/12/2005 S 4,774 D $20.89 74,049 D
Common Stock 04/12/2005 S 3,700 D $20.9 70,349 D
Common Stock 04/13/2005 S 1,276 D $20.7 69,073 D
Common Stock 04/14/2005 S 26,200(1) D $0(1) 42,873 D
Common Stock 04/14/2005 S 4,100 D $20 38,773 D
Common Stock 04/14/2005 S 400 D $20.01 38,373 D
Common Stock 04/14/2005 S 1,800 D $20.02 36,573 D
Common Stock 04/14/2005 S 700 D $20.03 35,873 D
Common Stock 04/14/2005 S 2,433 D $20.04 33,440 D
Common Stock 04/14/2005 S 1,400 D $20.05 32,040 D
Common Stock 04/14/2005 S 1,300 D $20.06 30,740 D
Common Stock 04/14/2005 S 500 D $20.07 30,240 D
Common Stock 04/14/2005 S 1,700 D $20.08 28,540 D
Common Stock 04/14/2005 S 300 D $20.09 28,240 D
Common Stock 12,192.4048(2) I Plan Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Emp.Stk. Option (right to buy) $5.9375 04/12/2005 M 7,000 (3) 09/08/2005 Common Stock 7,000 (4) 0 D
Emp.Stk. Option (right to buy) $9.401 04/12/2005 M 21,724 (5) 03/30/2009 Common Stock 21,724 (4) 0 D
Emp.Stk. Option (right to buy) $10.0278 04/12/2005 M 12,237 (6) 03/26/2007 Common Stock 12,237 (4) 0 D
Emp.Stk. Option (right to buy) $10.125 04/12/2005 M 7,000 (7) 05/12/2010 Common Stock 7,000 (4) 0 D
Emp.Stk. Option (right to buy) $10.44 04/12/2005 M 20,000 (8) 01/16/2011 Common Stock 20,000 (4) 0 D
Emp.Stk. Option (right to buy) $15.43 04/12/2005 M 3,333 (9) 05/15/2012 Common Stock 3,333 (4) 1,667 D
Emp.Stk. Option (right to buy) $15.9323 04/12/2005 M 13,026 (10) 03/25/2008 Common Stock 13,026 (4) 0 D
Explanation of Responses:
1. The 26,200 shares sold breaks down into the following transactions: 1,400 @ $20.10, 400 @ $20.11, 3,500 @ $20.12, 700 @ $20.13, 7,400 @ $20.14, 100 @ $20.16, 300 @ $20.17, 600 @ $20.19, 1,600 @ $20.20, 500 @ $20.23, 700 @ $20.25, 800 @ $20.26, 700 @ $20.27, 1,900 @ $20.28, 3,900 @ $20.29 and 1,700 @ $20.30.
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 adjusted downward by 159.2183 shares as of April 8, 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. These options vested as follows: 3500 options on 9-8-96, 1750 options on 9-8-97 and 1750 options on 9-8-98.
4. Due to the nature of the transaction, the Price of the Derivative Security is not relevant to this transaction.
5. These options vested as follows: 3250 options on 9-27-99 and 18,474 options on 10-1-99.
6. These options vested as follows: 2500 options on 9-23-97, 2500 options on 3-26-98, 2500 options on 3-26-99 and 4737 options on 10-1-99.
7. These options vested in three equal installments on 5-12-01, 5-12-02 and 5-12-03.
8. These options vested in three equal installments on 1-16-02, 1-16-03 and 1-16-04.
9. These options vest in three equal installments on 5-15-03, 5-15-04 and 5-15-05.
10. These options vested as follows: 2250 options on 9-22-98, 2500 options on 3-25-99 and 8526 options on 10-1-99.
Rebecca A. Bauer as Attorney in Fact 04/14/2005
** 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 4 (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).
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