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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
NAME OF ISSUER: Gencorp. Inc.
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 368682-100
Check the following box if a fee is being paid with this statement: [ ]
CUSIP NO. 368682-100
(1) Names of Reporting Persons MELLON BANK CORPORATION
SS or IRS Identification Nos. Of Above Person IRS No. 25-1233834
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ( ) (b) ( )
(3) SEC Use Only
(4) Citizenship or Place of Organization United States
Number of Shares (5) Sole Voting Power 138,000
Beneficially
Owned by Each (6) Shared Voting Power 6,830,636
Reporting Person
With (7) Sole Dispositive Power 131,000
(8) Shared Dispositive Power 7,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,968,636
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 20.86
(12) Type of Reporting Person (See Instructions) HC
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CUSIP NO. 368682-100
(1) Names of Reporting Persons MELLON BANK N.A.
SS or IRS Identification Nos. Of Above Person IRS No. 25-0659306
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ( ) (b) ( )
(3) SEC Use Only
(4) Citizenship or Place of Organization United States
Number of Shares (5) Sole Voting Power 124,000
Beneficially
Owned by Each (6) Shared Voting Power 6,830,636
Reporting Person
With (7) Sole Dispositive Power 117,000
(8) Shared Dispositive Power 7,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,954,636
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 20.82
(12) Type of Reporting Person (See Instructions) BK
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CUSIP NO. 368682-100
(1) Names of Reporting Persons MELLON BANK, N.A.
AS TRUSTEE FOR THE
GENCORP. MASTER
PENSION TRUST
SS or IRS Identification Nos. Of Above Person IRS No. 25-6321453
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ( ) (b) ( )
(3) SEC Use Only
(4) Citizenship or Place of Organization United States
Number of Shares (5) Sole Voting Power 0
Beneficially
Owned by Each (6) Shared Voting Power 6,830,636
Reporting Person
With (7) Sole Dispositive Power 0
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,830,636
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 20.45
(12) Type of Reporting Person (See Instructions) EP
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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 44333-3300
Item 2(a) Name of Person Filing: Mellon Bank Corporation and any other
reporting person(s) identified on the
second part of the cover page(s).
Item 2(b) Address of Principal Business Office, or if None, Residence:
c/o Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
(for all reporting persons)
Item 2(c) Citizenship: United States
Item 2(d) Title of Class of Securities: Common Stock
Item 2(e) CUSIP Number: 368682-100
Item 3 See Item 12 of cover page(s) ("Type of Reporting
Person") for each reporting person.
BK = Bank as defined in Section 3(a)(6) of the Act
IV = Investment Company registered under Section 8 of the
Investment Company Act
IA = Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
EP = 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 240.13-d(1)(b)(1)(ii)(F)
HC = Parent Holding Company, in accordance with Section
240.13-d(1)(b)(1)(ii)(G)
Item 4 Ownership: See Items 5 through 9 and 11 of cover page(s)
as to each reporting person.
The amount beneficially owned includes, where appropriate, securities
not outstanding which are subject to options, warrants, rights or
conversion privileges that are exercisable within 60 days. The filing
of this Schedule 13G shall not be construed as an admission that
Mellon Bank Corporation, or its direct or indirect subsidiaries,
including Mellon Bank, N.A., are for the purposes of Section 13(d) or
13(g) of the Act, the beneficial owners of any securities covered by
this Schedule 13G.
The following information applies if checked: ( X ) 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.
Item 5 Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following ( )
Item 6 Ownership of More than Five Percent on Behalf of Another
Person: All of the securities are beneficially owned by Mellon Bank
Corporation and direct or indirect 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 ( 0 ).
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Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported by the Parent Holding Company: See 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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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. This filing is signed by Mellon Bank
Corporation on behalf of all reporting entities pursuant to Rule
13d-1(f)(1) promulgated under the Securities and Exchange Act of 1934,
as amended.
Date: January 29, 1996
MELLON BANK CORPORATION
By: WILLIAM L. DAWSON
---------------------
William L. Dawson
Senior Vice President
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Each of the undersigned hereby authorizes Mellon Bank Corporation, in
accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, as amended (the "1934 Act"), to file, on behalf of the
undersigned, any statement required to be signed by the undersigned,
on Schedule 13G pursuant to Rule 13d-1 under the 1934 Act and any
amendment thereto pursuant to Rule 13d-2 under the 1934 Act.
Each of the undersigned represents that it is individually eligible
to use Schedule 13G, and acknowledges its responsibility for the
timely filing of such Schedule 13G and any amendments thereto, and for
the completeness and accuracy of the information concerning such
person contained therein. However, each of the undersigned is not
responsible for the completeness or accuracy of the information
concerning the other persons making the filing on Schedule 13G unless
such undersigned knows or has reason to believe that such information
is inaccurate.
Date: January 29, 1996
MELLON BANK, N.A.
By: WILLIAM L. DAWSON
-----------------------------
William L. Dawson
Senior Vice President
MELLON BANK, N.A. AS TRUSTEE
FOR THE GENCORP. MASTER
PENSION TRUST
By: WILLIAM L. DAWSON
-----------------------------
William L. Dawson
Senior Vice President
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EXHIBIT I
The shares reported on the attached Form 13G are beneficially owned
by the following direct or indirect subsidiaries of Mellon Bank
Corporation, 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) ( ) Franklin Portfolio Associates Trust
( ) Laurel Capital Advisors
( X ) Mellon Capital Management Corporation
( ) Mellon Equity Associates
( ) The Boston Company Financial Strategies, Inc.
( ) The Boston Company Asset Management, Inc.
( X ) The Dreyfus Corporation
( ) Dreyfus Management, 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."
