Form SC 13G/A GENCORP INC Filed by: NEW SOUTH CAPITAL MANAGEMENT INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

(Amendment No.One  )*


GenCorp Inc.
(Name of Issuer)


Common Stock
(Title of Class of Securities)


368682100
(Cusip Number)


December 31, 2014
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to 
which this Schedule is filed:

[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a 
reporting person's initial filing on this form with respect 
to the subject class of securities, and for any subsequent 
amendment containing information which would alter the 
disclosures provided in a prior cover page.

The information required in the remainder of this cover 
page shall not be deemed to be "filed" for the purpose of 
Section 18 of the Securities Exchange Act of 1934 ("Act") 
or otherwise subject to the liabilities of that section of 
the Act but shall be subject to all other provisions of the 
Act (however, see the Notes).














1.  NAME OF REPORTING PERSON
S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON:

NewSouth Capital Management, Inc.
Tax ID #: 62-1237220

2.	 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)[ ]
                                                        (b)[ ]   

3.	 SEC USE ONLY

4.	 CITIZENSHIP OR PLACE OF ORGANIZATION
    	 Tennessee
    

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 
PERSON WITH:

5.	SOLE VOTING POWER
	3,803,302


6.	SHARED VOTING POWER
	None	


7.	SOLE DISPOSITIVE POWER
	4,334,712

8.	SHARED DISPOSITIVE POWER
        None


9.	AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING 
        PERSON
      4,334,712


10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
        CERTAIN SHARES
        N/A


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
        6.9%

12.	TYPE OF REPORTING PERSON*
        I/A








Item 1. (a)  Name of Issuer:
			
         	 GenCorp Inc.

Item 1. (b)  Address of Issuer's Principal Executive
             Offices:                            

		 201 Aerojet Road
		 Rancho Cordova, CA 95742


Item 2. (a)  Name of Person Filing:

             NewSouth Capital Management, Inc.


Item 2. (b)  Address of Principal Business Office:

             999 S. Shady Grove Rd. Suite 501
             Memphis, TN  38120


Item 2. (c) Citizenship:

            USA


Item 2. (d) Title of Class of Securities:

		Common Stock


Item 2. (e) CUSIP Number:

		368682100


Item 3. (e) /x/ Investment Adviser registered under Section 
		203 of the Investment Advisers Act of 1940

Item 4.  Ownership:
        
(a)	Amount Beneficially Owned:
        4,334,712
(b)	Percent of Class:
        6.9%



(c)	Number of Shares as to which such person has:
(i)	Sole Power to vote or to direct the 
        vote:	3,803,302
(ii)	Shared Power to vote or to direct the 
        vote:	None
(iii)	Sole Power to dispose or to direct the 
        disposition of:	4,334,712
(iv)	Shared Power to dispose or to direct 
        the disposition of:	None

Of the 4,334,712 shares being reported, 39,479 or .06% of 
the outstanding shares of Common Stock of GenCorp Inc.
are managed by NewSouth Capital Management, Inc. through 
a Thomas Weisel Partners Investment Management Consulting
Program whereby accounts are placed with NewSouth for 
management.  Although discretionary responsibility for 
the accounts is with NewSouth, Thomas Weisel Partners 
retains responsibility for SEC filings should their 
cumulative holdings trigger the need for 13G reporting.

Item 5. Ownership of Five Percent or Less of a Class:  N/A

Item 6.  Ownership of More than Five Percent on Behalf of 
         Another Person:

NewSouth Capital Management is an Investment Advisor and in 
such capacity acquired the securities on behalf of it's 
Advisor clients.  No single client's interest relates to 
more than 5% of the class.

Item 7.  Identification and Classification of the 
Subsidiary Which Acquired the Security Being Reported on By 
the Parent Holding Company:  N/A

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.

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:	02/12/2015 as of 12/31/2014


Signature:__________________________

Name: 	David M. Newman
Title:	Vice President 

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