NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 25
NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION
UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 001-1520
Issuer: GENCORP INC
Exchange: NEW YORK STOCK EXCHANGE INC
(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)
Address: P.O. Box 537012
Sacramento CALIFORNIA 95853-7012
Telephone number: 916-351-8652
(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)
Preferred Share Purchase Rights
(Description of class of securities)
Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:
17 CFR 240.12d2-2(a)(1)
17 CFR 240.12d2-2(a)(2)
17 CFR 240.12d2-2(a)(3)
17 CFR 240.12d2-2(a)(4)
Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. 1
Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.
Pursuant to the requirements fo the Securities Exchange Act of 1934, NEW YORK STOCK EXCHANGE INC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.
2007-03-02 By Paras Madho Director
Date Name Title
1 Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
The New York Stock Exchange hereby notifies the SEC of its intention to remove
the entire class of the stated securities from listing and registration on the 
Exchange at the opening of business on March 12, 2007, pursuant to 
the provisions of Rule 12d2-2 (a).

[ X ] 17 CFR 240.12d2-2 (a) (4) That all rights pertaining to the entire class
of this security were extinguished on February 18, 2007.

Pursuant to the terms of the Rights of GenCorp Inc., the Rights
expired and became null and void on February 18, 2007.

The Exchange also notifies the Securities and Exchange Commission that as a 
result of the above indicated conditions this security was suspended from
trading on February 18, 2007.