The debentures issued in the initial private placements are eligible for trading in the PORTAL System. The debentures sold using this prospectus, however, will no longer be eligible for trading in the PORTAL System. We do not intend to list the debentures on any national securities exchange or automated quotation system.

     Our common stock is listedtraded on the New York Stock Exchange and the Chicago Stock Exchange under the symbol “GY.”“GY”.  On January 10, 2005,December 1, 2009, the last reported saleclosing price of our common stock on the New York Stock Exchange was $17.34.

Investing$8.19.

http://www.sec.gov. Reports, proxy statements and other information concerning our business may also be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     We incorporate by reference the documents listed below that we have filed with the SEC (File No. 1-1520) and any filings that we make with the SEC on or after the date of this prospectus under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the termination of this offering:

	•	our Annual Report on Form 10-K for the fiscal year ended November 30, 2003 (File No. 1-1520);
	•	our Annual Proxy Statement dated March 2, 2004;
	•	our Quarterly Reports on Form 10-Q for the fiscal quarters ended February 29, 2004 (File No. 1-1520), May 31, 2004 (File No. 1-1520) and August 31, 2004, as amended (File No. 1-1520);
	•	our Current Reports on Form 8-K dated January 12, 2004 (File No. 1-1520); January 20, 2004 (File No. 1-1520); January 29, 2004 (File No. 1-1520); May 6, 2004 (File No. 1-1520); July 12, 2004 (File No. 1-1520); July 19, 2004 (File No. 1-1520); August 31, 2004 (File No. 1-1520); November 1, 2004 (File No. 1-1520); November 4, 2004 (File No. 1-1520); November 8, 2004 (File No. 1-1520); November 15, 2004 (File No. 1-1520); November 17, 2004 (File No. 1-1520); November 18, 2004 (File No. 1-1520); November 19, 2004 (File No. 1-1520); November 23, 2004 (File No. 1-1520), as amended by the Form 8-K/A filed on December 1, 2004 (File No. 1-1520); December 6, 2004 (File No. 1-1520); December 9, 2004 (File No. 1-1520); December 14, 2004 (File No. 1-1520); and December 16, 2004 (File No. 1-1520); and
	•	the description of our capital stock contained in our Registration Statement on Form 10 dated May 20, 1935, as amended by Amendment No. 1 on Form 8, dated March 29, 1989 (File No. 1-1520).

     Any statement contained in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified will not be deemed to constitute a part of this prospectus, except as so modified, and any statement so superseded will not be deemed to constitute a part of this prospectus.

     The information related to us contained in this prospectus should be read together with the information contained in the documents incorporated by reference.

     We will provide without charge to each person to whom a copy of this prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the documents incorporated into this prospectus by reference, other than exhibits to those documents unless the exhibits are specifically incorporated by reference into those documents, or referred to in this prospectus. Requests should be directed to:

GenCorp Inc.
P.O. Box 537012
Sacramento, California 95853-7012
Attention: Deputy General Counsel
(916) 355-4000

Market And Industry Data

     Market and industry data and other statistical information and forecasts used in or incorporated by reference into this prospectus, including information relating to our relative position in the aerospace and defense andsystems, with a separate real estate industries, is based on independent industry and government publications, reports by market research

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firms or other published independent sources. Some of the data, statistical information and forecasts are also based on our good faith estimates, which are derived from management’s review of internal surveys, as well as other independent sources and publicly available information. However, such data are subject to change and cannot always be verified due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Forecasts are particularly likely to be inaccurate, especially over long periods of time.

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PROSPECTUS SUMMARY

This summary highlights selected information regarding our company. This summary is not complete and does not contain all of the information that you should consider before deciding whether or not to invest in the debentures. For a more complete understanding of our company and this offering, we encourage you to read this entire document, including “Risk Factors,” the financial information included in or incorporated by reference into this prospectus and the documents to which we have referred.

Our fiscal year ends on November 30 of each year. When we refer to a fiscal year, such as fiscal 2003, we are referring to the fiscal year ended on November 30 of that year.

Our Company

Overview

     We are a technology-based manufacturer operating primarily in North America.segment. Our continuing operations are organized into two segments:

Recent Developments

Financing Developments

Convertible Debenture Offering.On November 23, 2004, we closed a private offering at parFolsom, California, east of $80 million of the debentures. The debentures are convertible, at the option of the holder upon the satisfaction of certain conditions, into cash and, if applicable, our common stock at an initial conversion price of $20.00 per share, subject to certain adjustments. The initial conversion price is equivalent to a conversion rate of 50 shares per $1,000 principal amount of the debentures. Cash proceeds, net of underwriting discounts and transaction costs, were approximately $77 million.

     We used the net proceeds of the offering to repurchase approximately $70 million of our outstanding 5 3/4% convertible notes, plus accrued interest, premium and transaction fees. We granted one of the initial purchasers an option to purchase up to an additional $80 million aggregate principal amount of the debentures. On December 6, December 9 and December 16, 2004, that initial purchaser exercised its option to purchase additional debentures totaling approximately $66 million aggregate principal amount of the debentures. Cash proceeds, net of underwriting discounts and transaction costs, were approximately $64 million and were used to repurchase approximately $60 million of our 5 3/4% convertible notes, plus accrued interest, premium and transaction fees.

New Credit Facility.On December 6, 2004, we closed a new $180 million credit facility with a syndicate of lenders.

     The new credit facility provides for an $80 million revolving credit facility maturing on December 6, 2009, and a $100 million credit-linked facility maturing on December 6, 2010. The credit-linked facility consists of a $25 million term loan subfacility and a $75 million letter of credit subfacility. The interest rate on the revolving credit facility is LIBOR plus 275 basis points, subject to adjustment based on our leverage ratio, and the interest rate on the term loan is LIBOR plus 300 basis points.

     The facility is secured by substantially all our assets, including the stock and assets of our material domestic subsidiaries, which are guarantors of the facility. Under this facility, we are subject to certain limitations including the ability to: incur additional debt or sell assets, with restrictions on the use of proceeds; make certain investments and acquisitions; grant liens; and make restricted payments. We also are subject to financial covenants which include an interest coverage ratio, a leverage ratio, a senior leverage ratio, and a fixed charge coverage ratio.

     The new credit facility replaces the previous credit facility, which was terminated by us effective December 6, 2004. The outstanding term loans totaling $141 million plus accrued interest under the previous facility were repaid in full using restricted cash from the proceeds of the GDX Automotive sale in August 2004 and the common stock offering described below.

Common Stock Offering.On November 23, 2004, we closed our public offering of 8,625,000 shares of our common stock, priced at $16.00 per share, which includes the underwriters’ over-allotment option to purchase up to 1,125,000 additional shares. Net proceeds to us were approximately $130 million. We will use approximately $58 million of the net proceeds to repurchase approximately $53 million aggregate principal amount of our outstanding 9 1/2% Senior Subordinated Notes due 2013,Sacramento, which we refer to as our 9 1/2% notes, and we used the remaining net proceeds to repay borrowings under the previous senior credit facility.

Consent Solicitation.On November 1, 2004, we had received the consents required to modify provisions in the indenture governing our 9 1/2% notes to permit the refinancing of our 5 3/4% notes. Approximately 67% of the $150 million aggregate principal amount outstanding of the 9 1/2% notes consented to the modifications. We paid total consideration of $1.25 per $1,000 aggregate principal amount of the 9 1/2% notes for which consents were received. We and the trustee have executed a supplemental indenture to the indenture governing the 9 1/2% notes containing those amendments to the indenture.

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Business Developments

Olin Judgment.On November 22, 2004, the United States Court of Appeals for the Sixth Circuit rendered a decision in the case of GenCorp Inc. v. Olin Corporation. In its decision, the court upheld the decision of the U.S. District Court for the Northern District of Ohio to the effect that we were contributorily liable under the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, arising from environmental liability at the Big D Campground landfill site (see additional discussion in Note 11(b) of Notes to Consolidated Financial Statements of our Current Report on Form 8-K dated November 4, 2004). Still pending, before the district court and not addressed in the appellate court decision, are our claims that under the terms of a 1962 manufacturing agreement with Olin, Olin had a contractual obligation to insure against environmental and other risks and that its failure to protect such insurance payments under these policies precluded Olin from recovery against us for these remediation costs. Further, we claim that any failure on Olin’s part to comply with the terms of such insurance policies would result in our entitlement to breach of contract remedies resulting in a reduction in any CERCLA liability amounts determined to be owed to Olin that would have otherwise been recovered from Olin’s insurance carriers.

     As we have disclosed in filings with the Securities and Exchange Commission, our total potential liability under the lower court’s judgment is approximately $19 million, plus pre-judgment and judgment interest in the amount of approximately $11 million. If we choose not to appeal the court’s decision and are required to satisfy the judgment, we believe that we will be able to do so out of funds or financing sources available to us.

     We had previously concluded that it was not appropriate to accrue amounts relating to this matter because we believed we would prevail on appeal in the Sixth Circuit case and because of claims that Olin has pending against its insurers in federal court in New York. If Olin prevails on its claims against its insurers, we will ultimately benefit from available insurance proceeds up to potentially the entire amount of any monies we are obligated to pay Olin under CERCLA. If Olin does not prevail on its claims against its insurers, Olin may nevertheless be liable to us for breach of its contractual obligations to provide insurance in an amount up to the entire amount of monies we are obligated to pay Olin under CERCLA.

Sacramento Land. We are currently evaluatingin the appellate court’s decision,process of seeking zoning changes, removal of environmental restrictions and weother governmental approvals on a portion of the Sacramento Land to optimize its value. We have filed a petitionapplications with and submitted information to governmental and regulatory authorities for rehearing. In addition, weapprovals necessary to re-zone approximately 6,000 acres of the Sacramento Land. We also own approximately 580 acres in Chino Hills, California. We are currently evaluatingseeking removal of environmental restrictions on the potential impact that this decision may haveChino Hills property to our results of operationoptimize its value.

The Debentures

     The summary below describes the principal terms of the debentures. CertainSenior Credit Facility be amended in a manner that is unfavorable to us, including a possible increase in interest, fees, reduction in the amount of the funds available and covenant changes. Furthermore, the current financial turmoil affecting the banking system and financial markets and the possibility that financial institutions may consolidate or go out of business have resulted in a tightening in the credit markets, a low level of liquidity in many financial markets, and extreme volatility in fixed income, credit, currency and equity markets. Our inability to amend our Senior Credit Facility or obtain financing on terms acceptable to us could have a material adverse effect on our operating results, financial condition and/or cash flows.

		effect; provided, however, you may not convert your debentures in reliance on this provision if on any day during such measurement period the closing sale price of our common stock was between 100% and 130% of the then-current conversion price of the debentures; or
	•	if the debentures have been called for redemption; or
	•	upon the occurrence of specified corporate transactions described under “Description of the Debentures — Conversion of Debentures — Conversion Upon Specified Corporate Transactions;” or
	•	in connection with a transaction or event constituting a designated event as described under “Description of the Debentures — Conversion of Debentures — Conversion in Connection with a Designated Event.”

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	•	default in payment of principal of the debentures when due at maturity, or upon any redemption or repurchase;
	•	default for 30 days in any payment of any interest and liquidated damages, if any, due and payable to the debentures;
	•	default in our obligations to satisfy our conversion obligation upon exercise of a holder’s conversion right if such default is not cured within 10 days;
	•	failure by us to provide notice to the holders of the debentures of the occurrence of a designated event on a timely basis;
	•	our indebtedness or indebtedness of our significant subsidiaries is not paid after the final maturity of such indebtedness, and any applicable grace period, or is accelerated and the total amount of such indebtedness unpaid or accelerated exceeds $10 million;
	•	default in the performance by us of any of the other covenants in respect of the debentures for 60 days after written notice to us; and
	•	certain events of bankruptcy, insolvency and reorganization involving us or any of our significant subsidiaries.

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Risk Factors

     You should carefully consider the information set forth in the section of this prospectus entitled “Risk Factors,” beginning on page 11,formerly owned businesses. We are subject to toxic tort and asbestos lawsuits as well as other third-party lawsuits, due to either our past or present use of hazardous substances or the other information includedalleged on-site or off-site contamination of the environment through past or present operations. We may incur material costs in defending these claims and lawsuits. Any adverse judgment or incorporatedcash outlay could have a significant adverse effect on our operating results, financial condition and/or cash flows.

RISK FACTORS

An investment in the debentures represents a high degree of risk. There are a number of factors associated with our business, including those specified below, which could affect your decision whether to invest in the debentures operating results, financial condition and/or the common stock issued upon conversion of the debentures. The following discussion describes the material risks currently known to us. You should carefully consider the risks described below together with the other information contained in, or incorporated by reference into, this prospectus before making a decision to invest in the debentures.

Risks Related to Our Business

cash flows.

	•	local real estate market conditions,
	•	changes in neighborhood characteristics, and
	•	real estate tax rates.

     There can be no assurance that the Sacramento market will continue to grow or that conditions will remain favorable. If unfavorable economic or other conditions occur in the region, our development plans and business strategy could be adversely affected.

We have limited experience in real estate development activities.

     While we have owned our real estate for over 50 years, we have no significant real estate development experience. Therefore, we do not have any real estate development history from which you can draw conclusions about our ability to execute our real estate business plan.

Real estate development is inherently risky.

     Our real estate development activities may subject us to the following risks:

	•  ·	we may be unable to obtain, or suffer delays in obtaining, necessary re-zoning, land use, building, occupancy, and other required governmental permits and authorizations, which could result in increased costs or our abandonment of these projects;

If our operating subsidiaries do not generate sufficient cash flow or if they are not able to pay dividends or otherwise distribute their cash to us, we may not be able to service our debt.

     All of the operations of our Aerospace and Defense and Real Estate businesses are conducted through subsidiaries. Consequently, our cash flow and ability to service our debt obligations will be largely dependent upon the earnings of our operating subsidiaries and the distribution of those earnings to us, or upon loans, advances or other payments made by these subsidiaries to us. The ability of our subsidiaries to pay dividends or make other payments or advances to us will depend upon their operating results and will be subject to applicable laws and any contractual restrictions contained in the agreements governing their debt, if any.

We expect to continue to expand our operations through acquisitions, which may divert management’s attention and expose us to unanticipated liabilities and costs. We may experience difficulties integrating theany acquired operations, and we may incur costs relating to acquisitions that are never consummated.

covered by collective bargaining agreements, thatwhich are due to expire within one year.in 2011 and 2012. If we are unable to negotiate acceptable new agreements with the unions representing our employeesunion, upon expiration of the existing contracts,contract, we could experience strikesa strike or work stoppages.stoppage. Even if we are successful in negotiating new agreements, the new agreements could call for higher wages or benefits paid to union members, which would increase our operating costs and could adversely affect our profitability. If our unionized workers were to engage in a strike or other work stoppage, or other non-unionized operations were to become unionized, we could experience a significant disruption of operations at our facilities or higher ongoing labor costs. A strike or other work stoppage in the facilities of any of our major customers or suppliers could also have similar effects on us.

A loss

•

The lack of availability of certain raw materials used by our Fine Chemicals business or a material increase in the price of these raw materials, each of which is generally outside of our control, could result in significantly increased operating costs that the business may not be able to offset through price increases to customers.

•

Our Fine Chemicals business produces chemical compounds that are difficult to manufacture, including highly energetic and highly potent materials. The production of these chemicals requires a high degree of precision and strict adherence to safety standards. Regulatory agencies, such as the U.S. Food and Drug Administration and the European Agency for the Evaluation of Medical Products must approve the production process for many of the products that our Fine Chemicals business manufactures.

     Any of these factors could have a material adverse effect on our operating results, financial condition and/or cash flows.

net proceeds from the operating performance of companies. The market price of our common stock may continue to fluctuate in the future and may be affected adversely by factors such as actual or anticipated fluctuations in our operating results, acquisition activity, the impact of international markets, changes in financial estimates by securities analysts, general market conditions, rumors and other factors. Negative fluctuations in the market price of our common stock could adversely impact the trading pricesale of the debentures.

Future salessecurities offered by this prospectus and any prospectus supplement for general corporate purposes, which may include the repayment of our commonindebtedness, working capital and capital expenditures.

USE OF PROCEEDS

     All sales of the debentures or common stock issuable upon conversion of the notes will be by or for the account of the selling securityholders listed in this prospectus or any prospectus supplement. We will not receive any proceeds from the sale by any selling securityholder of the debentures or the common stock issuable upon conversion of the debentures.

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DESCRIPTION OF THE DEBENTURES

     The debentures were issued under an indenture between us and The Bank of New York Trust Company, N.A., as trustee. The following description is only a summary of the material provisions of the indenture and the debentures. We urge you to read the indenture, the debentures and the registration rights agreement for all of the provisions that may be important to you. You may request copies of these documents by writing to us at the address shown under the caption “Incorporation of Certain Documents by Reference.” For purposes of this section, references to “we,” “us,” “ours” and “GenCorp” include only GenCorp Inc. and not its subsidiaries.

General

     We issued the debentures having a principal amount of $146,400,000 in private transactions on November 23, 2004, December 6, 2004, December 9, 2004 and December 16, 2004. The debentures will mature on November 15, 2024 unless earlier converted, redeemed or repurchased. The debentures are issued only in denominations of $1,000 and multiples of $1,000. The debentures are convertible into cash and common stock as described under “— Conversion of Debentures.” We use the term “debenture” in this prospectus to refer to each $1,000 principal amount of debentures.

     The debentures are our unsecured, subordinated obligations. The payment of the principal of, premium, if any, and interest on the debentures are subordinated in right of payment to the prior paymentsatisfaction in full of our existing and future senior indebtedness, including our obligations under the Credit Agreement (as defined below) and our 9 1/2% Senior Subordinated Notes due 2013 (the “Senior Subordinated Notes”), as described under “— Subordination of the Debentures” below. The debentures will rank equal in right of payment with our existing and future subordinated indebtedness, including our outstanding 5 3/4% Convertible Subordinated Notes due 2007 and 4% Contingent Convertible Subordinated Notes due 2024. The debentures are effectively subordinated to our secured indebtedness (including obligations under the Credit Agreement) to the extent of the underlying collateral. Our obligations under the Credit Agreement and our Senior Subordinated Notes are guaranteed by allprior rights of our material domestic subsidiaries.

     Wecreditors and holders of any cumulative preference stock.

November 15, beginning on May 15, 2005, to holders of record at the close of business on the preceding May 1 and November 1, respectively.

     If any date for the payment of interest or liquidated damages, if any, is not a business day, then the applicable payment will be made on the next succeeding day that is a business day and without any interest or other payment in respect of the delay. If any redemption date, repurchase date or maturity date is not a business day, then the payment of principal and accrued interest and liquidated damages, if any, will be made on the next succeeding day that is a business day and without any interest or other payment in respect of the delay.

     An office is maintained in the Borough of Manhattan, New York City, where we will pay the principal and premium, if any, on the debentures and you may present the debentures for conversion, registration of transfer or exchange for other denominations, which shall initially be an office or agency of the trustee. We may pay interest by check mailed to your address as it appears in the debenture register. However, payments to DTC will be made by wire transfer of immediately available funds to the account of DTC or its nominee.

     The debentures are not subject to a sinking fund provision and will not be subject to defeasance or covenant defeasance under the indenture.

Conversion of Debentures

     Subject to the conditions and during the periods described below, holders may convert any of their debentures, in whole or in part, into cash and, if applicable, shares of our common stock prior to the close of business on the business day immediately preceding the final maturity date of the debentures, initially at a conversion rate of 50.00 shares of common stock per $1,000 principal amount of debentures, subject to adjustment as described below, which is based upon an initial conversion price of approximately $20.00 per share. The conversion rate and the corresponding conversion price in effect at any given time are referred to as the “applicable conversion rate” and the “applicable conversion price,” respectively, and will be subject to adjustment as described below. If a holder converts debentures on any date when we are required to pay liquidated damages, the applicable conversion rate shall be multiplied by 103%. A holder may convert debentures in part so long as such part is $1,000 principal amount or a multiple of $1,000.

     Subject to the exceptions described in the preceding paragraph and under “— Conversion in Connection with a Designated Event,” once the debentures are tendered for conversion, the value (the “conversion value”) of the cash and shares of our common stock, if any, to be received by a holder converting $1,000 principal amount of the debentures will be determined by multiplying the applicable conversion rate by the ten-day average closing sale price of our common stock. The “ten-day average closing sale price” will be the average of the closing sale prices of our common stock on the New York Stock Exchange on the ten consecutive trading days beginning on the second trading day following the day the debentures are submitted for conversion.

     Subject to the exceptions described under “— Conversion in Connection with a Designated Event,” we will deliver the conversion value to holders as follows:

     (1) an amount in cash (the “principal return”) equal to the lesser of (a) the aggregate conversion value of the debentures to be converted and (b) the aggregate principal amount of the debentures to be converted;

     (2) if the aggregate conversion value of the debentures to be converted is greater than the principal return, an amount in whole shares (the “net shares”), determined as set forth below, equal to such aggregate conversion value less the principal return (the “net share amount”); and

     (3) an amount in cash in lieu of any fractional shares of common stock.

     The number of net shares to be paid will be determined by dividing the net share amount by the ten-day average closing sale price. The conversion value, principal return, net share amount and the number of net shares will be determined by us at the end of the ten consecutive trading-day period beginning on the second trading day following the day the debentures are tendered for conversion (the “determination date”). We will pay the principal

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return and cash in lieu of fractional shares and deliver the net shares, if any, as promptly as practicable after the determination date, but in no event later than four business days thereafter.

     Notwithstanding the foregoing paragraphs, if an event of bankruptcy involving us has occurred and is continuing, in lieu of delivering the principal return in cash and any net share amount in shares of common stock, we may elect to deliver the conversion value to holders in cash, shares of common stock or a combination of cash and shares of common stock. In such event, we will inform the holders of our election through the trustee no later than two business days following the day the debentures are tendered for conversion. If we elect to satisfy part or all of our conversion obligation in cash, such cash amount will be calculated based on the ten-day average closing sale price of our common stock.

Conversion Procedures

     To convert debentures into common stock, a holder must do the following:

	•	complete and manually sign the conversion notice on the back of the debenture or a facsimile of the conversion notice and deliver such notice to the conversion agent;
	•	surrender the debenture to the conversion agent;
	•	if required, furnish appropriate endorsements and transfer documents;
	•	if required, pay all transfer or similar taxes; and
	•	if required, pay funds equal to interest payable on the next interest payment date.

     The date a holder complies with these requirements is the conversion date under the indenture. The debentures will be deemed to have been converted immediately prior to the close of business on the conversion date. If a holder’s interest is a beneficial interest in a global debenture, in order to convert, such holder must comply with the last three requirements listed above and comply with the depositary’s procedures for converting a beneficial interest in a global debenture. We will deliver, or cause to be delivered, to you the cash representing the principal return and any shares of our common stock (including any cash in lieu of fractional shares) into which the debentures are converted as soon as practicable on or after the conversion date.

     If we call debentures for redemption, a holder may convert its debentures until the close of business on the business day prior to the redemption date, unless we fail to pay the redemption price. If a holder has delivered a notice informing us of its exercise of its repurchase rights, as described below under “— Repurchase at Option of the Holder” or “— Repurchase at Option of the Holder Upon a Designated Event” with respect to a debenture, the holder may not surrender that debenture for conversion until the holder has withdrawn the notice in accordance with the indenture.

     We will not issue fractional common shares upon conversion of debentures. Instead, we will pay cash in lieu of fractional shares based on the ten-day average closing sale price of our common stock. Our delivery to the holder of cash representing the principal return and any full number of shares of our common stock (including any cash in lieu of fractional shares) into which a debenture is convertible will be deemed to satisfy our obligation to pay the principal amount of the debenture and accrued but unpaid interest and liquidated damages, if any, attributable to the period from the most recent interest payment date to the conversion date, except as described below. As a result, accrued but unpaid interest and liquidated damages, if any, to the conversion date is deemed to be paid in full rather than cancelled, extinguished or forfeited, except as described under “— Conversion in Connection with a Designated Event.” For a discussion of your tax treatment upon receipt of our common stock upon conversion, see “Certain United States Federal Income Tax Considerations.”

     Notwithstanding the preceding paragraph, if debentures are converted after a record date but prior to the next interest payment date, holders of such debentures at the close of business on the record date will receive the interest payable on such debentures on the corresponding interest payment date notwithstanding the conversion.

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Such debentures, upon surrender for conversion, must be accompanied by funds equal to the amount of interest payable on the debentures so converted;providedthat no such interest payment need be made (1) if we have specified a redemption date that is after a record date but prior to the next interest payment date, (2) if we have specified a repurchase date following a designated event that is after a record date but prior to the next interest payment date, or (3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such debenture.

     We may not be able to pay the principal return in cash upon conversion of the debentures. As described under “Risk Factors — Risks Related to the Debentures — We may not be able to pay the cash principal return upon conversion of the debentures,” our existing Credit Agreement and Senior Subordinated Notes contain, and any future credit agreements or other agreements relating to our indebtedness may contain, provisions limiting our ability to pay cash to holders upon conversion of the debentures. If you convert the debentures at a time when we are prohibited from paying cash to satisfy our conversion obligation, we may, consistent with the terms of our other indebtedness, seek to finance such payment through a sale for cash of our common stock, other qualified capital stock or subordinated debt that qualifies as refinancing debt. If we are unable to raise such financing, we could seek the consent of our lenders or noteholders to satisfy our conversion obligation; however, if we do not obtain consent, we would not be permitted to satisfy our conversion obligation. Our failure to satisfy our conversion obligation would constitute an event of default under the indenture, which might constitute a default under the terms of our other indebtedness.

     If we are unable to pay the principal return in cash upon conversion by a holder of its debentures, we shall so inform such holder and concurrently notify the holders of all outstanding debentures through the trustee. In such event, such holder may elect to revoke its conversion notice by delivering a written notice of revocation to us.

     Upon determination that holders of debentures are or will be entitled to convert their debentures in accordance with the following provisions, we will promptly notify the holders of debentures and post this information on our website or otherwise publicly disclose this information. Holders may surrender their debentures for conversion into cash and shares of our common stock only under the following circumstances:

Conversion Upon Satisfaction of Market Price Condition

     A holder may surrender any of its debentures for conversion during any fiscal quarter (but only during such fiscal quarter) commencing after November 30, 2004 if the closing sale price of our common stock exceeds 130% of the applicable conversion price for at least 20 trading days in the 30 consecutive trading-day period ending on the last trading day of the preceding fiscal quarter.

     The “closing sale price” of our common stock on any date means the closing per share sale price (or if no closing sale price is reported, the average of the closing bid and closing ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported in composite transactions reported on the New York Stock Exchange or, if the common stock is not subject to redemption. All of our issued and outstanding common stock is fully paid and non-assessable.

during the period from the opening of business on the date we give notice of the anticipated effective date of a designated event to the close of business on the 10th trading day from and including the date of our notice (the “effective date notice”) that a designated event has become effective.

     If you convert your debentures in connection with a designated event, you will receive:

	•	cash representing the principal return and any net share amount in (i) shares of our common stock (if you surrender your debentures for conversion prior to the record date for receiving distributions in connection with the designated event or, if earlier, the effective time of the designated event) or (ii) the kind and amount of cash, securities and other assets or property that you would have received if you had held the number of shares of our common stock, equal to the net share amount issuable upon conversion of your debentures immediately prior to the transaction (if you surrender your debentures for conversion after such record date or effective time, as the case may be); plus
	•	accrued but unpaid cash interest, including liquidated damages, if any, to but excluding the conversion date, which interest and damages will be payable in cash; plus
	•	if the designated event occurs on or prior to November 20, 2011 and is (i) an event described in clause (1) or (2) of the definition of “fundamental change” or (ii) a termination of trading, then in each case you will also receive the make-whole premium, if any, which will be in an amount determined as set forth above under “Determination of the Make-Whole Premium” and which will be payable in shares of our common stock (or certain other consideration) on the repurchase date for the debentures after the designated event described under “— Repurchase at Option of the Holder Upon a Designated Event.” The terms “fundamental change” and “termination of trading” are defined below under “Designated Event.”

     In addition, if we are a party to a consolidation, merger, binding sharelease, sale, exchange, transfer or saleother disposition of all or substantially all of our property, assets or business or our consolidation or merger with or into another corporation, (i) the affirmative vote of the holders of a majority of the cumulative preference stock, voting separately as a class, and in each case pursuantcertain cases by series, is required to which our commoneffect or validate certain actions, including, among other things, (a) the authorization or creation of any stock, would be convertedor any security convertible into cash, securities or other property, a holder may surrender debentures for conversion at any time from and after the date that is 15 days priorstock, ranking senior to the anticipated effective datecumulative preference stock, (b) an increase in the number of authorized shares of cumulative preference stock or of any other stock of any class ranking senior to or on a parity with the transaction until and includingcumulative preference stock or of any security convertible into stock of any class ranking senior to or on parity with the date that is 15 days aftercumulative preference stock, or (c) the actual date of such transaction (or, if such merger, consolidationsale, lease or share exchange also constitutes a designated event, until the corresponding designated event repurchase date). If we are a party to a consolidation, merger, binding share exchange or sale or transferconveyance of all or substantially all of our assets, in each case pursuant to which our common stock is converted into cash, securities,property or business, or a consolidation or merger with any other property, then atcompany (with certain exceptions), and (ii) the effective timeaffirmative vote of the transaction, your right to receiveholders of a super majority of the cumulative preference stock, voting separately as a class, and in certain cases by series, is required for the alteration, amendment or repeal of any net share amount in sharesprovision of our common stock upon conversionAmended Articles of a debenture will be changed into a right to receive any net share amount in the kind and amount of cash, securities and other property that you would have received if you had converted your debentures immediately prior to the transaction. If the transaction also constitutes a designated event, you can require us to repurchase allIncorporation or a portion of your debentures as described under “— Repurchase at Option of the Holder Upon a Designated Event.”

Conversion Rate Adjustments

     The conversion rate will be subject to adjustment, without duplication, upon the occurrence of any of the following events:

     (1) the payment or issuance of common stock as a dividend or distribution on our common stock;

     (2) the issuance to all holders of common stock of rights, warrants or options to purchase our common stock for a period expiring within 60 days of the record date for such distribution at a price less than the average of the closing sale prices for the 10 trading days preceding the declaration date for such distribution;

     (3) subdivisions, splits or combinationscertain provisions of our common stock;

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     (4) distributions by us to all holdersAmended Code of our common stock of shares of our capital stock, evidences of indebtedness, propertyRegulations which would adversely affect the rights or assets, including rights, warrants, options and other securities but excluding dividends or distributions covered by clause (1) or (2) above or any dividend or distribution paid exclusively in cash;

In the event that we distribute capital stock of, or similar equity interests in, a subsidiary or other business unit of ours, then the conversion rate will be adjusted based on the market value of the securities so distributed relative to the market value of our common stock, in each case based on the average closing sales prices of those securities (where such closing prices are available) for the 10 trading days commencing on and including the fifth trading day after the date on which “ex-dividend trading” commences for such distribution on the New York Stock Exchange or such other principal national or regional exchange or market on which the securities are then listed or quoted or in the absencepreferences of such a quotation, a closing sale price determined by us on a basis we consider appropriate;

     (5)stock (or series).

     You may in some circumstances be deemed to have received a distribution or dividend subject to U.S. federal income tax as a result of an adjustment or the non-occurrence of an adjustment to the conversion rate. See “Certain United States Federal Income Tax Considerations.”

     We may, from time to time, increase the conversion rate if our board of directors has made a determination that this increase would be in our best interests. Any such determination by our board will be conclusive. In addition, we may increase the conversion rate if our board of directors deems it advisable to avoid or diminish any income tax to holders of common stock resulting from any stock or rights distribution. See “Certain United States Federal Income Tax Considerations.”

     Except as described above in this section, we will not adjust the conversion rate for any issuance of our common stock or convertible or exchangeable securities or rights to purchase our common stock or convertible or exchangeable securities.

Designated Event

     A “designated event” will be deemed to have occurred upon a “fundamental change” or a “termination of trading,” as such terms are defined below.

     A “fundamental change” is defined to include any of:

     (1) a transaction or event (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise) in connection with which more than 50% of our common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive, consideration that is not all or substantially all common stock that:

	•	is listed on, or immediately after the transaction or event will be listed on, a U.S. national securities exchange, or
	•	is approved, or immediately after the transaction or event will be approved, for quotation on the Nasdaq National Market or any similar U.S. system of automated dissemination of quotations of securities prices;

     (2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of GenCorp and its subsidiaries, taken as a whole, to any person or group of related persons (a “Group”), as defined in Section 13(d) of the Exchange Act;

     (3) the approval by the holders of capital stock of GenCorp of any plan or proposal for the liquidation or dissolution of GenCorp (whether or not otherwise in compliance with the provisions of the indenture);

     (4) any person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 45% of the aggregate Voting Stock of GenCorp or any successor to all or substantially all of GenCorp’s assets; or

     (5) the first day on which a majority of theelect two additional members of GenCorp’s Board of Directors are not Continuing Directors.

     The definition of “fundamental change” includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the assets of GenCorp and its subsidiaries, taken as a whole. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of debentures to require GenCorp to repurchase such debentures as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of GenCorp and its subsidiaries, taken as a whole, to another person or group may be uncertain.

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     “Continuing Director” means, as of any date of determination, any member of the Board of Directors of GenCorp who (i) was a memberDirectors. When all dividends on the cumulative preference stock in default have been paid, the holders are divested of such Boardvoting power at subsequent elections of Directors on the datedirectors. The holders of the original issuancecumulative preference stock do not have cumulative voting rights or any preferential, subscriptive or preemptive rights to subscribe to or purchase any new or additional issue of the debentures or (ii) was nominated for election or elected to such Boardshares of Directors with the approvalany class of a majority of the Continuing Directors who were members of such board at the time of such nomination or election.

     “Voting Stock” means stock or securities of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of a person (irrespective of whether or not at the timeconvertible into our stock.

     (c) 100% of any cash.

•

In all other cases, the value of our shares will equal 98% of the average of the closing price of our common stock on the 10 trading days prior to but excluding the repurchase date.

Notwithstanding the foregoing, in no event shall the value of our common stock calculated pursuant to this provision be less than 50% of the stock price used to determine the amount of the make-whole premium.

     The stock prices set forth in the first row of the table (i.e., the column headers), will be adjusted as of any date on which the conversion rate of the debentures is adjusted. The adjusted stock prices will equal the stock prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the conversion rate immediately prior to the adjustment giving rise to the stock price adjustment and the denominator of which is the conversion rate as so adjusted.

     The following table sets forth the additional premiums (table in percentages).

     The stock prices and additional premium amounts set forth above are based on a common stock price of $16.00 and an initial conversion price of $20.00.

     The exact stock price and repurchase dates may not be set forth on the table, in which case:

	•	If the stock price is between two stock price amounts on the table or the repurchase date is between two dates on the table, the additional premium will be determined by straight-line interpolation between additional premium amounts set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year.
	•	If the stock price is in excess of $100.00 per share (subject to adjustment), no make-whole premium will be paid.
	•	If the stock price is less than $16.00 (subject to adjustment), no make-whole premium will be paid.

     Notwithstanding the above provisions regarding payment of the make-whole premium, in no event will the total number of shares of common stock issuable upon conversion (including the shares of common stock constituting the make-whole premium) exceed 61.2745 per $1,000 principal amount of debentures, subject to adjustments in the same manner as the conversion rate as set forth under “— Conversion Rate Adjustments.”

Optional Redemption by GenCorp

     Prior to November 20, 2011, the debentures are not redeemable. From November 20, 2011 to but not including November 15, 2014, we may redeem the debentures at any time or from time to timeredeemed in whole or in part, at aour option, by vote of the Board of Directors, or by operation of the sinking fund, if any, provided for the cumulative preference stock of such series, from time to time, at the redemption price equal to 100%or the respective redemption prices theretofore fixed by the Board of Directors as provided in the Amended Articles of Incorporation upon notice given as provided in the Amended Articles of Incorporation.

at our option, equalvoting power entitled to elect directors in place of those being removed, (ii) provides that the present valueBoard of all remaining scheduled payments of interest on the debentures to be redeemed through November 15, 2014. The present value of the remaining interest payments will be computed using a discount rate equal to the Treasury Yield plus 25 basis points. “Treasury Yield” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the then remaining term to November 15, 2014;provided, however, that if the then remaining term to November 15, 2014 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Yield shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the then remaining term to November 15, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. We must make these coupon make-whole payments on all debentures called for redemption prior to November 15, 2014, including debentures converted after the date we mail the notice of redemption. If we elect to deliver shares,Directors may fix the number of sharesdirectors within a range of common stock a holder will receive will equalseven (to the amountextent consistent with applicable law) to seventeen directors, (iii) provides that the size of the coupon make-whole payment toBoard of Directors may be paid dividedincreased or decreased within such range by the average closing sale priceaffirmative vote of a majority of the Board of Directors or by the holders of not less than 80% of our common stock, to be determined as follows: (i) if a holder converts the debentures after we deliver the notice of redemptionvoting power and prior(iv) contains certain provisions relating to the redemption date,size of, and filling vacancies on, the average closing sale priceBoard of Directors and the removal of directors which may be amended only by the affirmative vote of not less than 80% of our common stock willvoting power. Subject to clause (iv) above, the provisions of our Amended Code of Regulations may be the averageamended at a meeting of the closing sale prices of our common stock onshareholders by the New York Stock Exchange on the ten consecutive trading days beginning on the second trading day following the day the debentures are submitted for conversion, and (ii) if we redeem the debentures on the redemption date, the average closing sale price of our common stock will be the averageaffirmative vote of the closing sale pricesholders of record of shares entitling them to exercise a majority of the voting power on such proposal, or by the written consent of the holders of record of shares entitling them to exercise two-thirds (2/3) of the voting power on such proposal, subject to certain exceptions.

Our failure to repurchase tendered debentures would constitute an event of default under the indenture, which might constitute a default under the terms of our other indebtedness.

     The Exchange Act requires the dissemination of certain information to security holders andprovides that an issuer follow certain procedures if an issuer tender offer occurs, which may apply if the repurchase rights summarized above become available to holders of the debentures. In connection with any offer to require us to repurchase debentures as summarized above, we will, to the extent applicable:

	•	comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may then be applicable; and
	•	file a Schedule TO or any other required schedule or form under the Exchange Act.

     We may, to the extent permitted by applicable law and the agreements governing our other debt, at any time purchase the debentures in the open market or by tender at any price or by private agreement. Any debenture so purchased by us may, to the extent permitted by applicable law, be resold or may be surrendered to the trustee for cancellation. Any debentures surrendered to the trustee may not be reissued or resold and will be canceled promptly.

Repurchase at Option of the Holder Upon a Designated Event

     If a designated event occurs at any time prior to the maturity of the debentures, you may require us to repurchase your debentures, in whole or in part, on a repurchase date specified by us that is not less than 20 nor more than 35 business days after the date of our notice of the designated event described in the second succeeding paragraph. The debentures will be repurchased only in multiples of $1,000 principal amount.

     We will repurchase the debentures at a price equal to 100% of the principal amount to be repurchased, plus accrued and unpaid interest and liquidated damages, if any, to but excluding the repurchase date, payable in cash, plus in the event the designated event occurs on or prior to November 20, 2011 and is (i) an event described in clause (1) or (2) of the definition of fundamental change or (ii) a termination of trading, we will also pay a make-whole premium in shares of our common stock determined as described above under “Determination of the Make-Whole Premium.” If the repurchase date falls after a record date and on or prior to the corresponding interest payment date, we will pay the full amount of accrued and unpaid interest payment and liquidated damages, if any, on such interest payment date to the holder of record at the close of business on the corresponding record date.

     We will mail to all record holders a notice of a designated event within 20 days after it has occurred. We are also required to deliver to the trustee a copy of the designated event notice. If you elect to require us to repurchase your debentures, you must deliver to us or our designated agent, on or before the repurchase date specified in our designated event notice, your repurchase notice and any debentures to be repurchased, duly endorsed for transfer.

     The repurchase notice from the holder must state:

	•	if certificated debentures have been issued, the debenture certificate numbers (or, if your debentures are not certificated, your repurchase notice must comply with appropriate DTC procedures);
	•	the portion of the principal amount of debentures to be repurchased, which must be $1,000 or multiples thereof; and
	•	that the debentures are to be repurchased by us pursuant to the applicable provisions of the debentures and the indenture.

     You may withdraw any written repurchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business on the business day prior to the repurchase date. The withdrawal notice must state:

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	•	the principal amount of the withdrawn debentures;
	•	if certificated debentures have been issued, the certificate numbers of the withdrawn debentures (or, if your debentures are not certificated, your withdrawal notice must comply with appropriate DTC procedures); and
	•	the principal amount, if any, that remains subject to the repurchase notice.

     Payment of the repurchase price for a debenture for which a repurchase notice has been delivered and not withdrawn is conditioned upon book-entry transfer or delivery of the debenture, together with necessary endorsements, to the paying agent at its corporate trust office in the Borough of Manhattan, The City of New York, or any other office of the paying agent, at any time after delivery of the repurchase notice. Payment of the repurchase price for the debenture will be made promptly following the later of the repurchase date and the time of book-entry transfer or delivery of the debenture. If the paying agent holds money sufficient to pay the repurchase price of the debenture on the business day following the repurchase date, then, on and after such date:

	•	the debenture will cease to be outstanding;
	•	interest will cease to accrue; and
	•	all other rights of the holder will terminate, other than the right to receive the repurchase price upon delivery of the debenture.

     This will be the case whether or not book-entry transfer of the debenture has been made or the debenture has been delivered to the paying agent.

     The terms “designated event” and “fundamental change” are limited to specified transactions and may not include other events that might adversely affect our financial condition or business operations. Our obligation to offer to repurchase the debentures upon the occurrence of a designated event would not necessarily afford you protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction.

     The Exchange Act requires the dissemination of certain information to security holders and that an issuer follow certain procedures if an issuer tender offer occurs, which may apply in the event of a designated event. In connection with any designated event we will, to the extent applicable:

	•	comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may then be applicable; and
	•	file a Schedule TO or any other required schedule or form under the Exchange Act.

     This designated event repurchase right could discourage a potential acquirer of GenCorp. However, this designated event repurchase feature is not the result of management’s knowledge of any specific effort to obtain control of us by means of a merger, tender offer or solicitation, or part of a plan by management to adopt a series of anti-takeover provisions. No debentures may be repurchased by us at the option of holders upon a designated event if the principal amount of the debentures has been accelerated, and such acceleration has not been rescinded, on or prior to the repurchase date.

     We may be unable to repurchase the debentures upon a designated event. If a designated event were to occur, we may not have enough funds to pay the repurchase price for all tendered debentures. Our current Credit Agreement and Senior Subordinated Notes contain, and any future credit agreements or other agreements relating to our indebtedness may contain, provisions prohibiting repurchase of the debentures under certain circumstances, or expressly prohibit our repurchase of the debentures upon a designated event or may provide that a designated event is prohibited or constitutes an event of default under that agreement. If a designated event occurs at a time when we are prohibited from repurchasing debentures, we could seek the consent of our lenders to repurchase the debentures or attempt to refinance this debt. If we do not obtain consent, we would not be permitted to repurchase the

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debentures. Our failure to repurchase tendered debentures would constitute an event of default under the indenture, which might constitute a default under the terms of our other indebtedness.

Subordination of the Debentures

     The payment of the principal of, premium, if any, and interest (including liquidated damages, if any) on the debentures, including our ability to pay cash with respect to the principal return or in lieu of fractional shares upon conversion of the debentures, will, to the extent described in the indenture, be subordinated in right of payment to the prior payment in full of all our Senior Indebtedness (as defined below). The holders of all Senior Indebtedness will first be entitled to receive payment in full in cash of all amounts due or to become due on the Senior Indebtedness, or provision for payment in cash or cash equivalents, before the holders of the debentures will be entitled to receive any payment in respect of the debentures, when there is a payment or distribution of assets to creditors upon our:

	•	liquidation;
	•	dissolution;
	•	winding up;
	•	reorganization;
	•	assignment for the benefit of creditors;
	•	marshaling of assets;
	•	bankruptcy;
	•	insolvency; or
	•	similar proceedings.

     We expectissue debt securities from time to time to incur additional indebtedness and obligations that will constitute Senior Indebtedness. The indenture does not limitin one or prohibit us from incurring additional Senior Indebtednessmore series under one or other indebtedness.

     In addition, our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due on the debentures or to provide us with the funds to satisfy our payment obligations. As a result, the debentures are effectively subordinated to all existing and future indebtedness and other liabilities of (including guarantees by) our subsidiaries. Our senior credit facility and our 9 1/2% Senior Subordinated Notes due 2013 are guaranteed by all of our material domestic subsidiaries.

     No payment on account of the debentures or on account of the purchase, redemption, acquisition, retirement or conversion of debentures may be made, to the extent describedmore indentures, in the indenture, if a default in any payment with respect to Senior Indebtedness has occurred and is continuing. If (1) there is a default on any Designated Senior Indebtedness other than a payment default that occurs that permits the holders of that Designated Senior Indebtedness to accelerate its maturity and (2) the trustee and GenCorp receive the notice required by the indenture, no payments may be made on the debentures for up to 179 days in any 365-day period unless the default is cured or waived. By reason of this subordination, in the event of our insolvency, holders of the debentures may recover less ratably than holders of our Senior Indebtedness. We may be required to obtain the consent of holders of Senior Indebtedness prior to redeeming the debentures or satisfying or discharging our obligations under the indenture prior to the maturity of the debentures.

     “Senior Indebtedness” means the principal of, premium, if any, and interest on, and fees, costs, enforcement expenses, collateral protection expenses and other reimbursement or indemnity obligations in respect

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of, and any other payments due pursuant to, any of the following, whether outstanding as of the date of the indenture or incurred or created thereafter, unless, in theeach case of any particular indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such indebtedness shall not be senior in right of payment to the debentures:

	•	all of our indebtedness, obligations and other liabilities, contingent or otherwise, for money borrowed that is evidenced by a note, bond, debenture, loan agreement or similar instrument or agreement, including, without limitation, all amounts outstanding from time to time under the Credit Agreement and the Existing Senior Subordinated Notes;
	•	all of our noncontingent obligations (1) for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction, (2) under any interest rate swaps, caps, collars, options and similar arrangements, and (3) under any foreign exchange contract, currency swap arrangement, futures contract, currency option contract or other foreign currency hedges;
	•	all of our obligations for the payment of money relating to capital lease obligations;
	•	all of our obligations pursuant to the guarantee by GenCorp or certain subsidiaries of indebtedness of foreign subsidiaries pursuant to the credit facilities and credit lines of foreign subsidiaries;
	•	any liabilities of our subsidiaries described in the preceding clauses that we have guaranteed or that are otherwise our legal liability; and
	•	renewals, extensions, refundings, refinancings, restructurings, amendments and modifications of any such obligations.

provided, however, that in no event shall Senior Indebtedness include (a) indebtedness or other obligations owed to any of our subsidiaries or affiliates, (b) trade account payables incurred in the ordinary course of business, (c) any liabilities for taxes owed or owing by us or any of our subsidiaries, or (d) our obligations under the Existing Convertible Notes or the debentures.

     “Credit Agreement” means the Credit Agreement dated as of December 6, 2004, among the Company and the lenders named therein, and any deferrals, renewals, extensions, replacements, refinancings or refundings thereof, or amendments, modifications or supplements thereto or replacements thereof of all or any portion of the indebtedness under such agreement or any successor or replacement agreement and any agreement providing therefor (including, without limitation, any agreement increasing the amount borrowed thereunder or adding additional balances or guarantors thereunder), whether by or with the same or any other lender, creditors,various maturities, at par or group of creditors, and including related notes, guarantee agreements, security agreements and other instruments and agreements executedat a discount. Unless indicated in connection therewith and whether by the same or any other agent, lender or group of lenders.

     “Designated Senior Indebtedness” means (i) indebtedness under or in respect of the Credit Agreement, or any credit facility or credit line of any foreign subsidiary of GenCorp and (ii) any other indebtedness constituting Senior Indebtedness which, at the time of determination, has an aggregate principal amount of at least $25 million. The instrument, agreement or other document evidencing any Designated Senior Indebtedness may place limitations and conditions on the right of such Senior Indebtedness to exercise the rights of Designated Senior Indebtedness.

     “Existing Convertible Notes” means GenCorp’s 5 3/4% Convertible Subordinated Notes due 2007 and 4% Contingent Convertible Subordinated Notes due 2024.

     “Existing Senior Subordinated Notes” means GenCorp’s 9 1/2% Senior Subordinated Notes due 2013.

Merger and Sale of Assets by GenCorp

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     The indenture provides thata prospectus supplement, we may not consolidate with or merge with or into any other person and that we may not sell, convey, transfer or lease all or substantially all of our properties and assets to another person, unless among other items:

	•	we are the surviving person, or the resulting, surviving or transferee person, if other than us, is organized and existing under the laws of the United States, any state thereof or the District of Columbia;
	•	the successor person (other than any successor who is bound to our obligations under the debentures and the indenture by operation of law) assumes, by supplemental indenture satisfactory in form and substance to the trustee, all of our obligations under the debentures and the indenture;
	•	after giving effect to such transaction, there is no event of default, and no event that, after notice or passage of time or both, would become an event of default; and
	•	we have delivered to the trustee an officers’ certificate and an opinion of counsel each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with these requirements.

     When such a person assumes our obligations in such circumstances, subject to certain exceptions, we shall be discharged from all obligations under the debentures and the indenture. Although such transactions are permitted under the indenture, the occurrence of any such transactions could constitute a designated event, permitting each holder to require us to repurchase the debentures of such holder as described above. An assumption of our obligations under the debentures and the indenture by any such person might be deemed for United States federal income tax purposes to be an exchange of the debentures for new debentures by the holders thereof, resulting in recognition of gain or loss for such purposes and possibly other adverse tax consequences to the holders. Holders should consult their own tax advisors regarding the tax consequences of such an assumption.

Events of Default; Notice and Waiver

     The following are events of default under the indenture:

	•	failure to pay principal of the debentures when due at maturity, or upon any redemption or repurchase (whether or not prohibited by the provisions described under “Subordination of the Debentures” above);
	•	failure to pay any interest and liquidated damages, if any, on the debentures, when due (whether or not prohibited by the provisions described under “Subordination of the Debentures” above) and such failure continues for a period of 30 days;
	•	default in our obligation to deliver cash, shares of our common stock or other property upon conversion of the debentures as required under the indenture and such failure continues for a period of 10 days;
	•	failure to provide notice to the holders of debentures of the occurrence of a designated event within the 20-day period specified under “— Repurchase at Option of the Holder Upon a Designated Event”;
	•	our indebtedness for borrowed money or indebtedness for borrowed money of any of our significant subsidiaries is not paid after the final maturity of such indebtedness, and any applicable grace period, or is accelerated and the total amount of such indebtedness unpaid or accelerated exceeds $10 million, and such debt is not discharged or such acceleration is not cured or rescinded, within 30 days after written notice to us from the trustee (or to us and the trustee from the holders of at least 25% in principal amount of the outstanding debentures);

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	•	default in the performance by us of any of the other covenants in respect of the debentures for 60 days after written notice to us from the trustee (or to us and the trustee from the holders of at least 25% in principal amount of the outstanding debentures); or
	•	certain events of bankruptcy, insolvency or reorganization involving us or any of our significant subsidiaries.

     The trustee may withhold notice to the holders of the debentures of any default, except defaults in payment of principal, premium, interest and liquidated damages, if any, on the debentures. However, the trustee must consider it to be in the interest of the holders of the debentures to withhold this notice.

     The term “significant subsidiary” means any of our subsidiaries which has: (i) consolidated assets or in which we and our other subsidiaries have investments equal to or greater than 10% of our total consolidated assets; or (ii) consolidated gross revenue equal to or greater than 10% of our consolidated gross revenue.

     If an event of default occurs and continues, the trustee or the holders of at least 25% in principal amount of the outstanding debentures may declare the principal, accrued and unpaid interest to the date of such declaration, and liquidated damages, if any, on the outstanding debentures to be immediately due and payable. In case of certain events of bankruptcy or insolvency involving us or any of our significant subsidiaries, the principal, accrued and unpaid interest and liquidated damages, if any, on the debentures will automatically become due and payable. However, if we cure all defaults, except the nonpayment of principal, interest to the date of such declaration, and liquidated damages, if any, that became due as a result of the acceleration, and meet certain other conditions, with certain exceptions, this declaration may be cancelled, the acceleration may be rescinded and annulled and the holdersissue additional debt securities of a majority of the principal amount of outstanding debentures may waive these past defaults.

     Payments of principal, premium, if any, interest and liquidated damages, if any, on the debentures that are not made when due will accrue interest from the required payment date at the then-applicable interest rate for the debentures.

     No holder of the debentures may pursue any remedy under the indenture, except in the case of a default in the payment of principal of, premium, if any, or interest and liquidated damages, if any, on the debentures, unless:

	•	the holder has given the trustee written notice of a continuing event of default;
	•	the holders of at least 25% in principal amount of outstanding debentures make a written request, and offer reasonable indemnity, to the trustee to pursue the remedy;
	•	the trustee does not receive an inconsistent direction from the holders of a majority in principal amount of the debentures within 60 days of such notice;
	•	the holder or holders have offered reasonable security or indemnity to the trustee against any costs, liability or expense of the trustee; and
	•	the trustee fails to comply with the request within 60 days after receipt of the request and offer of indemnity.

     The holders of a majority in aggregate principal amount of the debentures at the time outstanding may waive any existing default and its consequences except:

     (1) any default in any payment of the debentures;

     (2) any default with respect to the conversion rights of the debentures;

     (3) any default in the payment of the redemption price;

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     (4) a default in the payment of the repurchase price (upon a repurchase at the option of a holder or a repurchase upon a designated event); or

     (5) any default in respect of certain covenants or provisions in the indenture which may not be modified without the consent of the holder of each debenture as described in “— Modification” below.

     When a default is waived, it is deemed cured and will cease to exist, but no such waiver shall extend to any subsequent or other default or impair any consequent right.

Modification

     The consent of the holders of a majority in principal amount of the outstanding debentures is required to modify or amend the indenture. However, a modification or amendment requires the consent of the holder of each outstanding debenture if it would:

	•	extend the fixed maturity of any debenture;
	•	reduce the rate or extend the time for payment of interest and liquidated damages, if any, of any debenture;
	•	reduce the principal amount of any debenture;
	•	reduce any amount payable upon redemption or repurchase of any debenture;
	•	adversely change our obligation to redeem any debentures on a redemption date;
	•	adversely change our obligation to repurchase any debenture at the option of the holder;
	•	adversely change our obligation to repurchase any debenture upon a designated event;
	•	impair the right of a holder to institute suit for payment on any debenture;
	•	change the currency in which any debenture is payable;
	•	impair the right of a holder to convert any debenture or reduce the number of common stock or any other property receivable upon conversion;
	•	affect the ranking of the debentures or change the definition of senior indebtedness;
	•	reduce the quorum or voting requirements under the indenture; or
	•	subject to specified exceptions, modify certain of the provisions of the indenture relating to modification or waiver of provisions of the indenture.

     We are permitted to modify the following provisions of the indentureparticular series without the consent of the holders of the debentures:

	•	to evidence a successor to us and the assumption by the successor of our obligations under the indenture and the debentures;
	•	to add to our covenants for the benefit of the holders of the debentures or to surrender any right or power conferred upon us;
	•	to evidence and provide the acceptance of the appointment of a successor trustee under the indenture;

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	•	to comply with the requirements of the SEC in order to effect or maintain qualification of the indenture under the Trust Indenture Act, as contemplated by the indenture or otherwise;
	•	to cure any ambiguity, omission, defect or inconsistency in the indenture or to make any change that does not adversely affect the rights of the holders of the debentures in any material respect; and
	•	to conform any provision to this “Description of the Debentures.”

Form, Denomination and Registration

     The debentures were issued:

	•	in fully registered form;
	•	without interest coupons; and
	•	in denominations of $1,000 principal amount and multiples of $1,000.

Global Debenture, Book-Entry Form

     The debentures are evidenced by global debentures. We deposited the global debentures with DTC and registered the global debentures in the name of Cede & Co. as DTC’s nominee. Except as set forth below, a global debenture may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee.

     Beneficial interests in a global debenture may be held through organizations that are participants in DTC (called “participants”). Transfers between participants will be effected in the ordinary way in accordance with DTC rules and will be settled in clearing house funds. The laws of some states require that certain persons take physical delivery ofdebt securities in definitive form. As a result, the ability to transfer beneficial interests in the global debenture to such persons may be limited.

     Beneficial interests in a global debenture held by DTC may be held only through participants, or certain banks, brokers, dealers, trust companies and other parties that clear through or maintain a custodial relationship with a participant, either directly or indirectly (called “indirect participants”). So long as Cede & Co., as the nominee of DTC, is the registered owner of a global debenture, Cede & Co. for all purposes will be considered the sole holder of such global debenture. Except as provided below, owners of beneficial interests in a global debenture will:

	•	not be entitled to have certificates registered in their names;
	•	not receive physical delivery of certificates in definitive registered form; and
	•	not be considered holders of the global debenture.

     We will pay interest and liquidated damages, if any, on and the redemption price and the repurchase price of, a global debenture to Cede & Co., as the registered owner of the global debenture, by wire transfer of immediately available funds on each interest payment date or the redemption or repurchase date, as the case may be. Neither we, the trustee nor any paying agent will be responsible or liable:

	•	for the records relating to, or payments made on account of, beneficial ownership interests in a global debenture; or
	•	for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

     Neither we, the trustee, registrar, paying agent nor conversion agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and

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procedures governing their operations. DTC has advised us that it will take any action permitted to be taken by a holder of debentures, including the presentation of debentures for conversion, only at the direction of one or more participants to whose account with DTC interests in the global debenture are credited, and only in respect of the principal amount of the debentures represented by the global debenture as to which the participant or participants has or have given such direction.

     DTC has advised us that it is:

	•	a limited purpose trust company organized under the laws of the State of New York, and a member of the Federal Reserve System;
	•	a “clearing corporation” within the meaning of the Uniform Commercial Code; and
	•	a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

     DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to the accounts of its participants. Participants include securities brokers, dealers, banks, trust companies and clearing corporations and other organizations. Some of the participants or their representatives, together with other entities, own DTC. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

     DTC has agreed to the foregoing procedures to facilitate transfers of interests in a global debenture among participants. However, DTC is under no obligation to perform or continue to perform these procedures, and may discontinue these procedures at any time.

     We will issue the debentures in definitive certificated form if:

	•	DTC notifies us that it is unwilling or unable to continue as depositary or DTC ceases to be a clearing agency registered under the Exchange Act, and a successor depositary is not appointed by us within 90 days;
	•	an event of default shall have occurred and the maturity of the debentures shall have been accelerated in accordance with the terms of the debentures and any holder shall have requested in writing the issuance of definitive certificated debentures; or
	•	we have determined in our sole discretion that debentures shall no longer be represented by global debentures.

Governing Law

     The debentures and the indenture are governed by, and construed in accordance with, the laws of the State of New York.

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SELLING SECURITYHOLDERS

     The debentures were originally issued by us and sold to Wachovia Capital Markets LLC, J.P. Morgan Securities Inc. and Scotia Capital (USA) Inc., to whom we refer to elsewhere in this prospectus as the “initial purchasers,” in transactions exempt from the registration requirements of the federal securities laws. The initial purchasers resold the debentures to persons reasonably believed by them to be “qualified institutional buyers,” as defined by Rule 144A under the Securities Act of 1933, as amended. The selling securityholders, which term includes their transferees, pledges, donees or successors, may from time to time offer and sell pursuant to this prospectus any and all of the debentures and the shares of common stock issuable upon conversion and/or redemption of the debentures. Set forth below are the names of each selling securityholder, the principal amount of the debentures that may be offered by such selling securityholder pursuant to this prospectus and the number of shares of common stock into which the debentures are convertible, each to the extent known to us as of the date of this prospectus. None of the selling securityholders which is a broker-dealer acquired debentures as compensation for underwriting activities. Each selling securityholder that is an affiliate of a broker-dealer has represented to us that it purchased the debentures to be resold in the ordinary course of business and had no agreements or understandings, directly or indirectly, with any person to distribute the debenturesseries outstanding at the time of their purchase. Unless set forth below, nonethe issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable indenture.