GENCORP INC, S-8, 1997-09-15

GENCORP INC
S-8, 1997-09-15
MOTOR VEHICLE PARTS & ACCESSORIES

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1997

Registration No. 33-__________

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

GENCORP INC.
(Exact name of issuer as
specified in its charter)

Ohio 34-0244000
(State of Incorporation) (I.R.S. Employer Identification No.)

175 Ghent Road, Fairlawn, Ohio 44333-3300
(Address of Principal Executive Offices) (Zip Code)

GENCORP INC. 1997 STOCK OPTION PLAN
(Full title of the Plan)

E. R. Dye
Secretary and Assistant General Counsel
GenCorp Inc.
175 Ghent Road
Fairlawn, Ohio 44333-3300
(330) 869-4257
(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Secur- Amount to Proposed maxi- Proposed maxi- Amount of
ities to be be regis- mum offering mum aggregate registra-
registered tered price per unit offering price tion fee
- ----------------- ------------- -------------- -------------- --------
<S> <C> <C> <C> <C>
GenCorp Inc.
Common Stock (par
value 10 cents per
share) 2,500,000 $26.5625* $66,406,250* $21,121.00*
shares

- ------------------------------------------------------------------------------

<FN>
*Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457 under the Securities Act of 1933 based on $26.5625 per
share, the average of the high and low prices per share reported by the New York
Stock Exchange Composite Tape on September 10, 1997.
</TABLE>

<PAGE> 2

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ----------------------------------------------------------------

The following documents filed by GenCorp Inc. ("GenCorp" or the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1996;

(b) The Company's Quarterly Reports on Form 10-Q for the periods ended
February 28, 1997 and May 31, 1997 and all other reports filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year covered by the Annual Report referred to in (a) above;

(c) The description of the Company's capital stock contained in the
Company's Registration Statement on Form 10 dated May 20, 1935, as amended by
Amendment No. 1 on Form 8, dated March 29, 1989; and

(d) All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this registration statement and prior to the termination of the offering of
securities made by this registration statement.

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

ITEM 4. DESCRIPTION OF SECURITIES
- ------------------------------------------

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- -------------------------------------------------------

The opinion and consent of William R. Phillips, Esq., Senior Vice
President, Law; General Counsel of the Company, addressing certain legal matters
is attached hereto as

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<PAGE> 3

Exhibits 5.1 and 23.1. As of August 31, 1997, Mr. Phillips was the beneficial
owner of 14,426 shares of the Company's Common Stock, $.10 par value per share.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ----------------------------------------------------------

Article Two, Section 10 of the Code of Regulations of the Registrant
concerns indemnification of the Registrant's directors and officers and provides
as follows:

INDEMNIFICATION

"The Corporation shall indemnify each official against all expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense of any action by or in the right of the Corporation
to procure a judgment in its favor, or in connection with any appeal therein, to
which he is made or threatened to be made a party by reason of being or having
been an official, except in relation to matters as to which he is adjudged by
the express terms of a judgment rendered in the final determination of the
merits in such action to be liable for negligence or misconduct in the
performance of his duty to the Corporation. Such indemnification shall not
include amounts paid to the Corporation by judgment or in settling or otherwise
disposing of a pending of threatened action.

The Corporation shall indemnify each official made or threatened to be
made a party to any action (other than one by or in the right of the Corporation
to procure a judgment in its favor but including any action by or in the right
of a related corporation) by reason of being or having been an official, against
all judgments, fines, amounts paid in settlement and expenses, including
attorneys' fees, actually and necessarily incurred by him as a result of such
action, or any appeal therein, if he acted, in good faith, for a purpose which
he reasonably believed to be in the best interests of the Corporation and, in
criminal actions, in addition, had no reasonable cause to believe that this
conduct was unlawful. The termination of any such action by judgment,
settlement, conviction or upon a plea of nolo contendere, or its equivalent,
shall not in itself create a presumption that any such official did not act, in
good faith, for a purpose which he reasonably believed to be in the best
interests of the Corporation or that he had reasonable cause to believe that his
conduct was unlawful.

If any official has been wholly successful, on the merits or otherwise,
in the defense of an action of the character described in the first two
paragraphs of this Section 10, he shall be entitled to indemnification as
authorized in such paragraphs. Except as provided in the preceding sentence (and
unless otherwise ordered by a court) any indemnification under such paragraphs
shall be made by the Corporation, if and only if authorized in the specific
case:

(1) By the Board of Directors acting by a quorum consisting of
directors who are not parties to such action or who were wholly
successful in such action on the merits or otherwise, upon a finding
that the official seeking indemnification under the first paragraph of
this Section 10 has not been negligent or guilty of misconduct in the

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<PAGE> 4

performance of his duty to the Corporation as charged in the action, or
if seeking indemnification under the second paragraph of this Section
10, has met the standard of conduct set forth in such paragraph, or,

(2) If such a quorum is not obtainable with due diligence;

(a) By the Board of Directors upon the opinion in
writing of independent legal counsel that indemnification is
proper in the circumstances because such official has not been
negligent or guilty of misconduct or has met the standard of
conduct set forth in the second paragraph of this Section 10,
as the case may be, or

(b) By a committee, appointed by the Board of
Directors, of two (2) or more shareholders who are not
Directors, officers or employees of the Corporation, upon a
finding that such official has not been negligent or guilty of
misconduct or has met the standard of conduct set forth in the
second paragraph of this Section 10, as the case may be.

For purposes of this Section 10, (1) a "related corporation" shall mean
any corporation in which the Corporation owns or owned shares or of which it is
or was a creditor, (2) "official" shall mean a Director, officer, former
Director, or former officer of the Corporation or any person who serves or has
served at its request as a director or officer of the Corporation or any person
who serves or has served at its request as a director or officer of a related
corporation, and (3) "action" shall mean any civil or criminal action, suit or
proceeding.

Nothing in this Section 10 shall limit the power of the Corporation to
indemnify or agree to indemnify any person not covered by this Section 10 under
these provisions or to indemnify or agree to indemnify any person in any case
not provided for herein.

The provisions of this Section 10 shall be in addition to any rights
to, or eligibility for, indemnification to which any person concerned may
otherwise be or become entitled by agreement, provision of the Articles of
Incorporation, vote of shareholders, court order or otherwise, and shall inure
to the benefit of the heirs, executors, and administrators of each such person.

The provisions of this Section 10 shall apply in respect of all alleged
or actual causes of action or offenses accrued or occurring before, on or after
its adoption."

Section 1701.13(E) of the Ohio General Corporation Law authorizes a
corporation under certain circumstances to indemnify any director, trustee,
officer, employee or agent in respect of expenses and other costs reasonably
incurred by him in connection with any action, suit or proceeding to which he is
made a party or threatened to be made a party by reason of the fact that he was
a director, trustee, officer, employee or agent of the corporation. In

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<PAGE> 5

general, indemnification is permissible only if the person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful, provided that indemnification is not
permitted if the person is adjudged liable for negligence or misconduct in the
performance of his duty to the corporation unless authorized by a court. To the
extent that a director, trustee, officer, employee or agent has been successful
in the defense of any such action, suit or proceeding, he is entitled to be
indemnified against his reasonable expenses incurred in connection therewith by
Section 1701.13(E)(3) of the Ohio General Corporation Law.

The Company maintains and pays the premiums on contracts insuring the
Company (with certain exclusions) against any liability to directors and
officers it may incur under the above indemnity provisions and insuring each
director and officer of the Company (with certain exclusions) against liability
and expense, including legal fees, which he or she may incur by reason of his or
her relationship to the Company, even if the Company does not have the
obligation or right to indemnify such person against such liability or expense.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ----------------------------------------------------

Not applicable.

ITEM 8. EXHIBITS
- -------------------------

The following Exhibits are filed herewith:

<TABLE>
<CAPTION>
Table Item Exhibit
No. Description No.
- ---------- ----------- -------

<S> <C> <C>
3. ARTICLES OF INCORPORATION AND BY-LAWS

The Amended Articles of Incorporation of GenCorp Inc., as
amended as of December 7, 1987 (incorporated by reference to
Exhibit A to the Company's Annual Report on Form 10-K for the
fiscal year ended November 30, 1988, File No. 1-1520).

The Code of Regulations of GenCorp Inc., as amended November
25, 1987 (incorporated by reference to Exhibit B to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1988, File No. 1-1520).
</TABLE>

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<PAGE> 6

<TABLE>
<CAPTION>
Table Item Exhibit
No. Description No.
- ---------- ----------- -------

4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
HOLDERS, INCLUDING INDENTURES

GenCorp Inc. 1997 Stock Option Plan 4.1

Amended and Restated Rights Agreement (with exhibits) dated as
of December 7, 1987 between GenCorp Inc. and Morgan
Shareholder Services Trust Company as Rights Agent
(incorporated by reference to Exhibit D to the Company's
Annual Report on Form 10-K for the fiscal year ended November
30, 1987, File No. 1-1520.)

Amendment to Rights Agreement among GenCorp Inc., The First
Chicago Trust Company of New York, as resigning Rights Agent
and The Bank of New York, as successor Rights Agent, dated
August 21, 1995 (incorporated by reference to Exhibit A to the
Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1995, File No. 1-1520).

Amendment to Rights Agreement between GenCorp Inc. and The
Bank of New York as successor Rights Agent, dated as of
January 20, 1997 (incorporated by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K Date of Report
January 20, 1997, File No. 1-1520).

Information relating to the Company's long-term debt is set
forth in Note L of the Company's Annual Report on Form 10-K
for the fiscal year ended November 30, 1996, which information
is incorporated herein by reference. The Indenture, dated as
of July 1, 1992, between GenCorp and the Bank of New York as
trustee relating to the Company's $115,000,000 8% Convertible
Subordinated Debentures due August 1, 2002 and the form of
Debentures are filed as Exhibits A and B to the Company's
Quarterly Report on Form 10-Q for the quarter ended August 31,
1992 (File No. 1-1520), and are incorporated herein by
reference.

Instruments defining the rights of holders of other long-term
debt are not filed herewith since no such single debt item
exceeds 10 percent of consolidated assets. The Company agrees,
however, to furnish a copy of any such agreement or instrument
to the Commission upon request.
</TABLE>

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<PAGE> 7

<TABLE>
<CAPTION>
Table Item Exhibit
No. Description No.
- ---------- ----------- -------

5. OPINION RE LEGALITY 5.1

23. CONSENTS OF EXPERTS AND COUNSEL

Opinion and Consent of Counsel of GenCorp Inc. (Included in Exhibit 5.1) 23.1

Consent of Ernst & Young LLP 23.2

24. POWER OF ATTORNEY

Powers of Attorney executed by C. A. Corry, W. K. Hall, 24.1
R. K. Jaedicke, P. X. Kelley, R. D. Kunisch, D. E. McGarry,
J. M. Osterhoff, P. J. Phoenix, and R. B. Pipes, Directors of the
Company.
</TABLE>

ITEM 9. UNDERTAKINGS
- -----------------------------

1. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;

PROVIDED, HOWEVER, That paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

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<PAGE> 8

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the
start of any delayed offering or throughout a continuous offering.

2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

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<PAGE> 9

SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairlawn, State of Ohio, on September 12, 1997.

GENCORP INC.

By /s/ W. R. Phillips
-------------------------------------
W. R. Phillips, Senior Vice President
Law; General Counsel

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE

<S> <C> <C>
/s/ J. B. Yasinsky Chairman, Chief Executive Officer September 12, 1997
- -------------------- and President
J. B. Yasinsky

/s/ D. M. Steuert Senior Vice President and Chief September 12, 1997
- -------------------- Financial Officer
D. M. Steuert

/s/ P. J. Parr Director-Audit, Accounting & Tax September 12, 1997
- ------------------------ (principal accounting officer)
P. J. Parr

* Director September 12, 1997
- ------------------------
C. A. Corry

* Director September 12, 1997
- ------------------------
W. K. Hall

* Director September 12, 1997
- ------------------------
R. K. Jaedicke

* Director September 12, 1997
- ------------------------
P. X. Kelley

* Director September 12, 1997
- ------------------------
R. D. Kunisch
</TABLE>

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<PAGE> 10

<TABLE>
<S> <C> <C>
* Director September 12, 1997
- ------------------------
D. E. McGarry

* Director September 12, 1997
- ------------------------
J. M. Osterhoff

* Director September 12, 1997
- ------------------------
P. J. Phoenix

* Director September 12, 1997
- ------------------------
R. B. Pipes

<FN>
*Signed by the undersigned
as attorney-in-fact and
agent for the Directors
indicated.

/s/ E. R. Dye September 12, 1997
-------------------------
E. R. Dye
</TABLE>

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<PAGE> 1

Exhibit 4.1

GENCORP INC.
1997 STOCK OPTION PLAN

As Approved by the Board of Directors on January 20, 1997
and
Approved by the Shareholders on March 26, 1997
and
Amended by the Organization and Compensation Committee of the
Board of Directors on March 26, 1997

1. ESTABLISHMENT, PURPOSE AND DURATION
-----------------------------------

1.1 ESTABLISHMENT: GenCorp Inc. hereby establishes a stock option plan
with stock appreciation rights as set forth herein, which will be called the
"1997 Stock Option Plan."

1.2 PURPOSE: The purpose of the Plan is to promote the success and
enhance the value of the Company by linking the personal interests of
Participants to the interests of the Company's shareholders and providing to
Participants an incentive to outstanding performance. The Plan also is intended
to provide to the Company flexibility in its ability to hire, motivate and
retain the services of Participants whose judgment, interest and efforts
contribute significantly to the successful conduct of the Company's business.

1.3 EFFECTIVE DATE: The Plan will become effective when approved by the
Directors and the Company's shareholders.

1.4 DURATION OF PLAN: The Plan will commence on the Effective Date and,
except as otherwise expressly provided herein, will remain in effect for an
initial period of five (5) years beginning on the Effective Date and thereafter
until all rights under Awards granted during such initial period have been
exercised or have expired, lapsed, been cancelled or otherwise terminated.

2. DEFINITIONS AND INTERPRETATION
------------------------------

2.1 DEFINITIONS: Whenever used in the Plan, the following words shall
have the meanings set forth in this Section 2.1 and, when such meaning is
intended, the initial letter of the word will be capitalized:

(a) AWARD: Each grant of an Option and/or SAR under this Plan.

(b) BENEFICIARY: The person who (i) a Participant designates
as provided in Section 8.1 and, upon the Participant's death,
will succeed to the Participant's

<PAGE> 2

rights under an Award or (ii), if either the Participant has
failed to designate such person or the person so designated
has predeceased the Participant, succeeds to the Participant's
rights and interests by will or the laws of descent and
distribution.

(d) COMMITTEE: The Organization and Compensation Committee of
the Board or other committee designated by the Directors as provided in
Section 4.1.

(e) COMPANY: GenCorp Inc., an Ohio corporation having its
registered offices at 175 Ghent Road, Fairlawn, Ohio 44333-3300.

(f) DIRECTOR: A person elected by the Company's shareholders
or Directors pursuant to the Company's Articles of Incorporation and
Code of Regulations to serve, and serves during the term of this
Agreement, as a Director of the Company.

(g) DISABILITY: A permanent and total disability, physical or
mental, as defined in the GenCorp Long-Term Disability Plan and as
determined by the Committee.

(h) EFFECTIVE DATE: The day on which the Plan has been
approved by the Directors and the Company's shareholders.

(i) EMPLOYEE: Each employee (including, without limitation, a
Director who also is an employee) of the Company or a Participating
Subsidiary, who is not in a bargaining unit represented by a labor
organization.

(j) INCENTIVE STOCK OPTION: An Option granted under the Plan
that is intended to be and is specifically designated as an "incentive
stock option" within the meaning of Section 422 of the Code.

(k) MARKET VALUE: The closing price for Shares as reported in
the New York Stock Exchange Composite Transactions in the WALL STREET
JOURNAL or similar publication selected by the Committee for the
relevant date if Shares were traded on such day or, if none were then
traded, the last prior day on which Shares were so traded.

(l) NON-QUALIFIED STOCK OPTION: An Option granted under the
Plan that is not an Incentive Stock Option.

(m) OPTION: The right to buy Shares pursuant to an Award
granted under the Plan.

<PAGE> 3

(n) OPTION PRICE: The Market Value of Shares subject to an
Option or SAR on the date the Option or SAR is granted.

(o) PARTICIPANT: An Employee to whom the Committee grants an
Award under the Plan.

(p) PARTICIPATING SUBSIDIARY: Any domestic or Canadian
corporation in which the Company owns directly, or indirectly through a
subsidiary, at least fifty percent (50%) of the total combined voting
power of all classes of stock and whose directors adopt and ratify the
Plan.

(q) PLAN: The Company's 1997 Stock Option Plan as described in
this document.

(r) SAR: The right pursuant to an Award granted under the Plan
to receive a payment equal to the difference between the Option Price
of a Share and, if greater, the Market Value thereof on the date that
such right is exercised.

(s) SHARE: A share of the Company's ten-cent ($0.10) par value
common stock.

2.2 GENDER AND NUMBER: Except as otherwise indicated by the context,
any masculine term used herein also includes the feminine; any singular term
includes the plural thereof; and any plural term includes the singular thereof.

2.3 TIME OF EXERCISE: Any action or right specified in the Plan may be
taken or exercised at any time and from time to time unless a specific time is
designated herein for the taking or exercise thereof.

2.4 AMENDMENTS: The Plan and each law and/or regulation mentioned
herein will be deemed to include each and every amendment thereof.

2.5 SEVERABILITY: If any provision of the Plan is held illegal or
invalid for any reason, the illegal or invalid provision will be severed and, to
the extent possible, the remaining provisions of the Plan will be enforced as if
such illegal or invalid provision had not been included herein.

3. SHARES SUBJECT TO THE PLAN
--------------------------

3.1 NUMBER OF AUTHORIZED SHARES: Subject to adjustment as provided in
this Article 3, the total number of Shares which may be issued and sold under
this Plan and in respect of which stock appreciation rights may be exercised may
not exceed 2,500,000 Shares and may include either authorized but unissued or
reacquired Shares.

<PAGE> 4

3.2 LAPSED AWARDS: If, for any reason, any Option and/or SAR granted
hereunder is cancelled, terminates, expires or lapses as to any Shares during
the initial five-year period, such Shares shall be added to the total Shares
thereafter available for grant under the Plan and may be included in the Shares
subject to Awards thereafter granted hereunder.

3.3 ADJUSTMENTS: Other provisions hereof notwithstanding, the Committee
may make or provide for such adjustments in either the Option Price of Shares or
the number of Shares available for and/or covered by Awards as the Committee, in
its sole discretion, may determine is equitably required as the result of (i)
any change in the number of Shares outstanding or the number or kind of any
other of the Company's securities into which Shares have been changed or for
which they have been exchanged, (ii) any reorganization or change in the
Company's capital structure, or (iii) any other corporate transaction or event
having an effect similar to any of the foregoing. However, no such adjustment
will be made upon or due to the conversion of any or all of the Company's
outstanding debentures into Shares.

3.4 LIMITATION ON DILUTION: The Company will purchase Shares in the
open market or otherwise, using proceeds received from the exercise of Options
under this Plan, or other funds as required, to ensure that the aggregate of
Shares issued and outstanding as the result of the exercise of Awards under the
1993 Stock Option Plan and this 1997 Stock Option Plan shall not exceed 10% of
the total number of Shares of Common Stock of the Company at the time
outstanding.

4. ADMINISTRATION
--------------

4.1 COMMITTEE: The Committee (or any other committee of not less than
three (3) Directors, which the Directors may appoint) will administer the Plan.
No member of the Committee may be an Employee. No member of the Committee may
receive an Award under the Plan, and except as may be permitted by Rule 16b-3
under the Securities Exchange Act of 1934, no member of the Committee (i) can
receive an Award under any similar plan of the Company or any Participating
Subsidiary while serving on the Committee or (ii) shall have received an Award
at any time within one (1) year before the first day of his service on the
Committee.

4.2 POWER OF THE COMMITTEE: The Committee will have full authority and
power to (i) determine the Participants to whom and the times at which Awards
may be granted hereunder, the number of Shares included in Awards, and the terms
and conditions of Awards consistent with the Plan; (ii) interpret and construe
the Plan, any Award, Option and SAR granted hereunder and any agreement or
instrument entered into under the Plan; (iii) establish, amend and/or waive
rules and regulations for the Plan's administration; and (iv) subject to Article
12, amend the terms and conditions of any outstanding Award, Option and SAR and
any other agreement or instrument entered into under the Plan to the extent such
amendment is within the Committee's discretion as provided in the Plan;
provided, however, that the Committee shall have no authority or discretion to
reduce the Option Price of any outstanding Award, Option or SAR except pursuant
to Section 3.3.

<PAGE> 5

4.3 COMMITTEE DECISIONS: The Committee will make all determinations and
decisions hereunder by not less than a majority of its members. The Committee
may act or take action by written instrument or vote at a meeting convened after
reasonable notice, whether conducted by telephone or otherwise. The Committee's
determinations and decisions hereunder, and related orders or resolutions of the
Directors, will be final, binding and conclusive on all persons, including the
Company, its shareholders, Participating Subsidiaries, employees, Participants
and Beneficiaries.

4.4 DELEGATION: The Committee may delegate any authority or power
conferred to it under the Plan, except the powers specified in Section 5.1,
Section 5.2, Section 6.4 and Section 6.5, as and to the extent permitted by law.

5. ELIGIBILITY AND PARTICIPATION
-----------------------------

5.1 ELIGIBILITY: Subject to the provisions of the Plan, the Committee
may select from all eligible Employees those to whom an Award will be granted.

5.2 PARTICIPATION: The Committee will designate the Employees who are
eligible to participate in the Plan, each Employee to whom an Award will be
granted, the number of Shares to be included in each Award, the time at which an
Award will be granted and the terms and conditions of each Award.

5.3 LIMITATIONS: No Employee will have any right by reason of his
employment, service, or office to receive an Award under the Plan. Nothing
herein nor the grant of an Award shall be deemed to confer to any Participant
any right to continue in the Company's employ or limit the Company's right to
terminate any Participant's employment.

6. STOCK OPTIONS AND SARS
----------------------

6.1 GRANT: During the period of five (5) years beginning on the
Effective Date and subject to all provisions of the Plan, the Committee may
grant Awards to Participants in the form of an Option and/or SAR, and in respect
of the same or different Shares; provided that, if an Option and SAR are granted
in respect of the same Shares, rights thereunder may be exercised under either
the Option or the SAR (but not both the Option and SAR) in respect of the same
Shares.

6.2 FORM: Each Option and SAR will be in writing which specifies the
number of Shares subject thereto, the Option Price, the duration thereof and
such other provisions not inconsistent with the express terms of the Plan, as
the Committee determines.

6.3 OPTION PRICE: The Option Price for each Share subject to an Option
and/or SAR will be equal to the Market Value of a Share specified in U.S.
Dollars on the date that the Option or SAR is granted.

<PAGE> 6

6.4 DURATION: Each Option and SAR will expire at such time as the
Committee determines; provided that (i) an Option and SAR granted in respect of
the same Shares will be granted and expire concurrently and (ii) no Option or
SAR may be exercised after the end of the ten (10) year period commencing on the
date of the grant thereof.

6.5 EXERCISE: Options and SARs granted hereunder may be exercisable at
such times and subject to such restrictions and conditions as the Committee may
determine, which need not be the same for each Option, SAR or Participant but
which will be prescribed in the relevant Option and/or SAR. Except as otherwise
provided herein and unless the Committee otherwise determines, an Option and/or
SAR will become exercisable incrementally on each exercise date and in the
percentage shown in the following schedule:

<TABLE>
<CAPTION>
Incremental Portion of
Portion of Shares Total Shares Exercise Dates
- ----------------- ------------ --------------

<S> <C> <C>
(a) 25% 25% 181 days after the date of the grant.

(b) 25% 50% First anniversary of the grant date.

(d) 25% 100% Third anniversary of the grant date.
</TABLE>

6.6 SPECIAL RULE FOR INCENTIVE STOCK OPTIONS: With respect to Incentive
Stock Options granted under the Plan, the aggregate Fair Market Value
(determined as of the date the Incentive Stock Option is granted) of the number
of Shares with respect to which Incentive Stock Options are exercisable for the
first time by a Participant in any calendar year shall not exceed One Hundred
Thousand Dollars ($100,000) or such other limit as may be required by the Code.

6.7 EXERCISE AND PAYMENT: Rights under an Option and/or SAR may be
exercised in respect of Shares only after the exercise dates specified in
accordance with Section 6.5, and, as to Incentive Stock Options, only in
compliance with Section 6.6, and except as the Committee otherwise may
determine, must be exercised in the following manner:

(a) WRITTEN NOTICE: The Participant must deliver to the
Company's Secretary written notice of exercise, which sets forth the
number of Shares in respect of which the Option or SAR is to be
exercised and which must be not less than one hundred (100) Shares
unless the number of Shares then subject thereto is less than one
hundred.

(b) PAYMENT: The notice of exercise of an Option must be
accompanied by full payment of the Option Price for the Shares in full
in either (i) cash (U.S. Dollars) or its equivalent or (ii) other form
of consideration (including, without limitation, cash,

<PAGE> 7

GenCorp securities or other property or any combination thereof) as the
Committee may determine.

6.8 DELIVERY AND PAYMENT: As soon as practical after exercise of an
Option or SAR as provided in Section 6.7, the Company will (i) deliver to the
Participant a certificate for the Shares purchased under such Option or (ii) pay
to the Participant an amount equal to the difference between the Option Prices
for the Shares subject to such SAR and specified in the notice and, if greater,
the Market Value thereof on the date of exercise. The Company will make all
payments under an SAR in Shares unless the Committee otherwise determines;
provided that no certificate will be issued in respect of less than a whole
Share and payment for less than a whole Share will be in cash.

6.9 RESTRICTIONS ON SHARE TRANSFER: The Committee may impose any
restriction on transfer of Shares acquired pursuant to an Option, as it deems
advisable, including, without limitation, restrictions under applicable federal
securities laws, the requirements of any stock exchange or market upon which
such Shares are then listed and/or traded, and any blue sky or state securities
laws applicable to such Shares.

7. WITHHOLDING
-----------

7.1 TAX WITHHOLDING: The Company will have the power and the right to
deduct and withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise of right, or payment made under or as a result of this Plan.

7.2 SHARE WITHHOLDING: Unless the Committee otherwise determines,
Participants may elect to satisfy, in whole or in part, any tax-withholding
requirement resulting from exercise of an Option or SAR or other taxable event
hereunder by having the Company withhold Shares having a Market Value on the
relevant date equal to the maximum amount of such withholding requirement.

8. BENEFICIARY DESIGNATION
-----------------------

8.1 DESIGNATION: A Participant may name any Beneficiary (contingently
or successively) to whom any benefit under an Option or SAR is to be paid if the
Participant dies before receiving such benefit. Absent such designation, any
benefit which is due but not paid to a Participant under an Option or SAR during
his lifetime will be payable to the Participant's estate.

8.2 EFFECTIVENESS: The designation of a Beneficiary will be effective
only when the Participant designates his Beneficiary in the form prescribed by
the Company and delivers it to the Company's Secretary during the Participant's
lifetime.

<PAGE> 8

8.3 REVOCATION: The designation of a Beneficiary as herein provided
will revoke each prior designation of a Beneficiary by the Participant.

9. TRANSFER AND TERMINATION
------------------------

9.1 NONTRANSFERABILITY: No right under any Option or SAR granted
hereunder may be sold, transferred, pledged, assigned, alienated or
hypothecated, or otherwise transferred to another person, whether by operation
of law or otherwise, except by will, the laws of descent and distribution or a
qualified domestic relations order. Further, each Option and SAR granted to a
Participant under the Plan will be exercisable solely by the Participant during
his lifetime.

9.2 TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT: If a
Participant's employment terminates by reason of death, Disability or
retirement, any outstanding Option and/or SAR granted to such Participant will
remain in effect during the term therein specified, and the Participant's
Beneficiary may exercise any right thereunder which the Participant could have
exercised, subject to all conditions thereof; provided that any right under an
Option or SAR which has not become exercisable as provided in Section 6.5 prior
to the termination of a Participant's employment will lapse automatically upon
such termination and may not thereafter be exercised. However, notwithstanding
the foregoing, in its sole discretion, the Committee will have the right to
permit exercise of any right under an Award, in accordance with the terms of
Section 6.5, which has not otherwise become exercisable as provided in Section
6.5, and subject to such other terms as the Committee deems appropriate.

9.3 TERMINATION DUE TO OTHER REASONS: If a Participant's employment
terminates for any reason, except a reason set forth in Section 9.2, each
outstanding Option and SAR granted to him will terminate as of the date on which
the Participant's employment terminates, whether or not the Participant's rights
thereunder are exercisable. However, in its sole discretion, the Committee will
have the right to permit exercise of all or any portion of the Shares subject to
any such Option and/or SAR, subject to such terms as the Committee deems
appropriate.

10. RIGHTS OF EMPLOYEES
-------------------

10.1. PARTICIPATION: No Employee will have the right to receive an
Award under this Plan or, having received an Award, to receive another Award.

10.2 EMPLOYMENT: Nothing in the Plan (including, without limitation,
the grant of an Award) will interfere with or limit the right of the Company or
a Participating Subsidiary to terminate any Participant's employment, nor confer
to any Participant any right to continue in the employ of the Company or a
Participating Subsidiary.

10.3 TRANSFER: For purposes of the Plan, transfer of a Participant's
employment between the Company and a Participating Subsidiary or between
Participating Subsidiaries will not be deemed a termination of employment.

<PAGE> 9

10.4 COMPENSATION: No benefit or other amount paid to a Participant
pursuant to the Plan and/or any Option or SAR will be included in the
Participant's compensation or earnings for purposes of any pension or other
employee benefit plan of the Company or any Participating Subsidiary.

11. DISPUTES
--------

11.1 DISPUTES: The Committee will have full and exclusive authority to
determine all disputes and controversies concerning the interpretation of the
Plan and any Option and/or SAR granted hereunder to the fullest extent permitted
by law.

11.2 NOTICE: If any Participant disputes any decision or determination
by the Company or any Participating Subsidiary concerning the administration of
the Plan or any provision of the Plan or any Option or SAR granted hereunder,
the Participant must give written notice to the Committee as to such dispute at
least ninety (90) days prior to commencing any lawsuit or legal proceeding in
connection therewith. The Participant must give such notice by delivering to the
Company's Secretary written notice which identifies the dispute and any
provision of the Plan, Option or SAR in question. Such notice will be a
condition of each Option and SAR and failure to satisfy such condition will
extinguish all rights of the Participant in respect of any Shares subject to the
relevant Option or SAR, whether or not exercisable.

11.3 DECISION: Promptly (but within seventy-five (75) days after notice
of dispute), the Committee will review and decide the dispute and give the
Participant written notice of its decision. Except as provided in Section 11.4,
the Committee's decision will be final and binding on the Company, the Company's
shareholders, Participating Subsidiaries, and the Participant (including his
Beneficiary).

11.4 LAWSUIT: A Participant may institute a lawsuit in connection with
the Committee's decision involving his rights under an Option or SAR within one
hundred and eighty (180) days after receiving the Committee's decision, but such
lawsuit will be limited to whether the Committee acted in good faith and its
faith and its decision was reasonable under the circumstances and in light of
the information available to and considered by the Committee.

12. AMENDMENT AND TERMINATION
-------------------------

12.1 AMENDMENT AND TERMINATION: With the approval of the Directors, the
Committee may amend, modify or terminate the Plan. However, without the approval
of the Company's shareholders (as may be required by the Code, Section 16 of the
Securities Exchange Act of 1934, any national securities exchange or system on
which the Shares are then listed or reported, or a regulatory body having
jurisdiction with respect hereto), no such amendment, modification or
termination may:

(a) Increase the total number of Shares which may be issued
under this Plan, except as provided in Section 3.2 and Section 3.3; or

<PAGE> 10

(b) Change the class of Employees eligible to participate in
the Plan; or

(d) Extend the maximum period after the date of grant during
which any Option or SAR may be exercised.

12.2 LIMITATION: Except as provided in Section 3.3, no amendment,
modification or termination of the Plan will adversely affect any Participant's
rights under an Option or SAR previously granted under the Plan, without the
written consent of the Participant.

13. INDEMNIFICATION
---------------

13.1 INDEMNITY: The Company will defend and indemnify each person who
is or has been a member of the Committee in respect of any claim which is
asserted against him and is based on his action or failure to take action under
or in connection with the Plan or any agreement related to the Plan; provided
that such person gives the Company notice of such claim, cooperates with the
Company in defense of such claim, permits the Company to control the defense of
such claim prior to his undertaking any defense on his own behalf and confers to
the Company full authority to compromise and settle the claim.

13.2 ADDITIONAL RIGHT: The indemnity provided under Section 13.1 will
be in addition to, and not in lieu of, any other right of indemnification to
which such person may be entitled under the Company's Code of Regulations, as a
matter of law or otherwise, and will not exclude any other power that the
Company may have to defend and indemnify him.

14. REQUIREMENTS OF LAW
-------------------

14.1 REQUIREMENTS OF LAW: The granting of Awards and the issuance of
Shares under the Plan will be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

14.2 GOVERNING LAW: To the extent not preempted by federal law, the
Plan and all Awards hereunder will be governed by and interpreted in accordance
with the laws of the State of Ohio.

15. EXECUTION
---------

Following approval of the Plan by the Directors and the Company's
shareholders, the Company's Chairman and Secretary have signed and executed the
Plan as of March 26, 1997, the Effective Date.
GenCorp Inc.

Attest: /s/ Edward R. Dye By: /s/ John B. Yasinsky
------------------------ -----------------------------
Secretary Chairman

<PAGE> 1

Exhibit 5.1
-----------

GENCORP 175 Ghent Road
Fairlawn, Ohio 44333-3300

William R. Phillips Tel: 330-869-4250
Senior Vice President Fax: 330-869-4272
Law; General Counsel

September 12, 1997

GenCorp Inc.
175 Ghent Road
Fairlawn, Ohio 44333-3300

Gentlemen:

Reference is made to the Registration Statement on Form S-8 which
GenCorp Inc. ("GenCorp") is filing with the Securities and Exchange Commission,
pursuant to the Securities Act of 1933, to register 2,500,000 shares of GenCorp
Common Stock issuable upon the exercise of options to be granted under the
GenCorp Inc. 1997 Stock Option Plan (the "Plan").

I have examined such records, documents and matters of law and have
satisfied myself as to such matters of fact as I have considered relevant for
the purposes of this opinion. Based upon the foregoing, I am of the opinion
that:

1) The Plan has been duly authorized and adopted by appropriate
corporate action, including approval of the Plan by the
shareholders of GenCorp at its Annual Meeting of Shareholders
held March 26, 1997.

2) The GenCorp Common Stock to be issued upon the exercise of
options granted pursuant to the Plan will, upon issuance
pursuant to the terms of the Plan, be legally issued, fully
paid and nonassessable.

I hereby consent to the use of this opinion as an exhibit to said
Registration Statement.

Very truly yours,

William R. Phillips

<PAGE> 1

Exhibit 23.2
------------

Consent of Independent Auditors

We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the GenCorp Inc. 1997 Stock Option Plan of our report
dated January 9, 1997, with respect to the consolidated financial statements of
GenCorp Inc. incorporated by reference in its Annual Report (Form 10-K) for the
year ended November 30, 1996, filed with the Securities and Exchange
Commission.

Ernst & Young LLP

Akron, Ohio
September 12, 1997

<PAGE> 1

Exhibit 24.1
------------

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
GenCorp Inc. hereby constitutes and appoints W. R. Phillips and E. R. Dye, and
each of them severally (each with full power to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to prepare and sign, with the advice of counsel, a Registration
Statement on Form S-8 in connection with the GenCorp Inc. 1997 Stock Option
Plan, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney expires December 31, 1997.

/s/ C. A. Corry
-----------------------------------
C. A. Corry, Director

Dated: March 26, 1997
----------------------------

<PAGE> 2

POWER OF ATTORNEY

/s/ W. K. Hall
----------------------------------
W. K. Hall, Director

Dated: March 26, 1997
----------------------------

<PAGE> 3

POWER OF ATTORNEY

/s/ R. K. Jaedicke
----------------------------------
R. K. Jaedicke, Director

Dated: March 26, 1997
----------------------------

<PAGE> 4

POWER OF ATTORNEY

/s/ P. X. Kelley
----------------------------------
P. X. Kelley, Director

Dated: March 26, 1997
----------------------------

<PAGE> 5

POWER OF ATTORNEY

/s/ R. D. Kunisch
----------------------------------
R. D. Kunisch, Director

Dated: March 26, 1997
-----------------------------

<PAGE> 6

POWER OF ATTORNEY

/s/ D. E. McGarry
----------------------------------
D. E. McGarry, Director

Dated: March 26, 1997
----------------------------

<PAGE> 7

POWER OF ATTORNEY

/s/ J. M. Osterhoff
-----------------------------------
J. M. Osterhoff, Director

Dated: March 26, 1997
-----------------------------

<PAGE> 8

POWER OF ATTORNEY

/s/ P. J. Phoenix
----------------------------------
P. J. Phoenix, Director

Dated: March 26, 1997
----------------------------

<PAGE> 9

POWER OF ATTORNEY

/s/ R. B. Pipes
----------------------------------
R. B. Pipes, Director

Dated: March 26, 1997
----------------------------