SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20059
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
NAME OF ISSUER: GenCorp, Inc.
TITLE OF CLASS OF SECURITIES: GenCorp, Inc. Common Stock, Par
Value $ .10 per share
CUSIP NUMBER: 368682-100
Check the following box if a fee is being paid with this
statement: [ ]
<PAGE>
CUSIP NO. 368682-100
(1) Names of Reporting Persons MELLON BANK CORPORATION
SS or IRS Identification Nos. IRS No. 25-1233834
of Above Persons
(2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
(3) SEC Use Only
(4) Citizenship or Place United States
of Organization
Number of Shares (5) Sole Voting 156,000
Beneficially Power
Owned by Each
Reporting Person
With (6) Shared Voting 0
Power
(7) Sole
Dispositive 155,000
Power
(8) Shared
Dispositive 461,000
Power
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 7,301,000
(10) Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented 23.01
by Amount in Row (9)
(12) Type of Reporting Person HC
(See Instructions)
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CUSIP NO. 368682-100
(1) Names of Reporting Persons MELLON BANK, N.A.
SS or IRS Identification Nos. IRS No. 25-0659306
of Above Persons
(2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
(3) SEC Use Only
(4) Citizenship or Place United States
of Organization
Number of Shares (5) Sole Voting 118,000
Beneficially Power
Owned by Each
Reporting Person
With (6) Shared Voting 0
Power
(7) Sole
Dispositive 117,000
Power
(8) Shared
Dispositive 2,000
Power
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 6,804,000
(10) Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented 21.44
by Amount in Row (9)
(12) Type of Reporting Person BK
(See Instructions)
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CUSIP NO. 368682-100
(1) Names of Reporting Persons GENCORP INC. FOR
EMPLOYEE BENEFIT PLANS
SS or IRS Identification Nos. TRUST
of Above Persons IRS No. 25-6321453
(2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
(3) SEC Use Only
(4) Citizenship or Place United States
of Organization
Number of Shares (5) Sole Voting 0
Beneficially Power
Owned by Each
Reporting Person
With (6) Shared Voting 0
Power
(7) Sole
Dispositive 0
Power
(8) Shared
Dispositive 0
Power
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 6,684,561*
*See Exhibit II (A)
(10) Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented 21.07
by Amount in Row (9)
(12) Type of Reporting Person EP
(See Instructions)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Under the Securities and Exchange Act of 1934)
Item 1(a) Name of Issuer:
GenCorp, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
175 Ghent Road
Fairlawn, OH 44333
Item 2 (a) Name of Person Filing:
Mellon Bank Corporation and its Subsidiaries
(including but not limited to the
Subsidiaries of The Boston Company, Inc.) as
listed on Exhibit I, and Gencorp Inc. for
Employee Benefit Plans Trust
Item 2(b) Address of Principal Business Office, or if None,
Residence:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
GenCorp, Inc. Common Stock,
Par Value $ .10 per share
Item 2(e) CUSIP Number:
368682-100
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) [ ] Broker or Dealer registered under
Section 15 of the Act.
(b) [x] Bank as defined in Section 3(a)(6) of
the Act.
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SCHEDULE 13G (Continued)
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act.
(d) [ ] Investment Company registered under
Section 8 of the Investment Company Act.
(e) [ ] Investment Advisor registered under
Section 203 of the Investment Advisers
Act of 1940.
(f) [x] Employee Benefit Plan, Pension Fund
which is subject to the provisions of
the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see
Section 240.13d-1(b)(1)(ii)(F).
(g) [x] Parent Holding Company, in accordance
with Section 240.13-d(1)(b)(ii)(G).
(Note: See Item 7)
(h) [ ] Group, in accordance with Section
240.13d(1)(b)(ii)(H).
Item 4 Ownership:
(a) Amount beneficially owned: 7,301,000*
*See Exhibit II (A), (C)
(b) Percent of class: 23.01
(c) Number of shares as to
which person has:
(i) Sole power to vote or
to direct the vote: 156,000
(ii) Shared power to vote
or to direct the vote: 0
(iii) Sole power to dispose
or to direct the
disposition of shares: 155,000
(iv) Shared power to dispose
or to direct the
disposition of shares: 461,000
Item 5 Ownership of Five Percent or Less of a Class:
N/A
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SCHEDULE 13G (Continued)
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
All of the securities are beneficially owned by
Mellon Bank Corporation subsidiaries in their
various fiduciary capacities. As a result,
another entity in every instance is entitled to
dividends or proceeds of sale. The number of
individual accounts holding an interest of 5% or
more is 1: Employee Benefit Trust: 6,684,561 -
21.07%.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company:
This Schedule is filed on behalf of both Mellon
Bank Corporation and its Subsidiaries (including
but not limited to the Subsidiaries of The Boston
Company, Inc.) as noted on Exhibit I.
Item 8 Identification and Classification of Members of the
Group:
N/A
Item 9 Notice of Dissolution of Group:
N/A
Item 10 Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of
and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection
with or as a participant in any transaction having
such purposes or effect.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 8, 1994
MELLON BANK CORPORATION
By/s/ Michael E. Bleier
Michael E. Bleier
General Counsel
MELLON BANK, N. A.
By/s/ Stephen A. Yoder
Stephen A. Yoder
Assistant General Counsel
MELLON BANK, N.A. AS TRUSTEE FOR
GENCORP, INC. FOR EMPLOYEE
BENEFIT PLANS TRUST
By/s/ Stephen A. Yoder
Stephen A. Yoder
Assistant General Counsel
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<PAGE>
EXHIBIT I
The shares reported on the attached Form 13G are held by the
following Subsidiaries of Mellon Bank Corporation (including
but not limited to the Subsidiaries of The Boston Company, Inc.
as marked (X):
(A) (X) Boston Safe Deposit and Trust Company
Boston Safe Deposit and Trust Company of California
Boston Safe Deposit and Trust Company of New York
(X) Mellon Bank, N.A.
Mellon Bank (Delaware) National Association
Mellon Bank (MD)
(B) (X) Franklin Portfolio
Laurel Capital Advisors
(X) Mellon Capital Management Corporation
(X) Mellon Equity Associates
The Boston Company Advisors, Inc.
The Boston Company Financial Strategies, Inc.
The Boston Company Institutional Investors, Inc.
The Item 3 classification of each of the subsidiaries
listed under (A) above is "Item 3(b) Bank as defined in Section
3(a)(6) of the Act."
The Item 3 classification of each of the subsidiaries
listed under (B) above is "Item 3 (e) Investment Advisor
registered under Section 203 of the Investment Advisers Act of
1940."
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<PAGE>
EXHIBIT II
(A) Mellon Bank, N.A. is the trustee of the issuer's
employee benefit plan (the "Plan") which is subject to ERISA.
The securities reported include all shares held of record by
Mellon Bank, N.A. as trustee of the Plan. The reporting
person, however, disclaims beneficial ownership of all shares
that have been allocated to the individual accounts of employee
participants in the Plan for which directions have been
received and followed.
(B) This number includes securities not outstanding which
are subject to options, warrants, rights or conversion
privileges that are exercisable within 60 days.
(C) The filing of this Schedule 13G shall not be construed
as an admission that Mellon Bank Corporation, or its
subsidiaries and affiliates, including Mellon Bank, N.A., are,
for the purposes of this Section 13(d) or 13(g) of the Act, the
beneficial owners of any securities covered by this Schedule
13G.
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