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)






                            - 2(a) -
<PAGE>


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)






                            - 2(b) -
<PAGE>


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)




                            - 2(c) -
<PAGE>


               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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<PAGE>


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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<PAGE>


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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