GENCORP &lt;GY> PROPOSALS WITHDRAWN FROM MEETING

  GenCorp Inc said it withdrew from
  consideration at its annual meeting on March 31 proposals aimed
  at providing for a stock split and an increased dividend so
  that it could focus its energies on responding to the takeover
  offer made last week by a partnership of AFG Industries Inc
  &lt;AFG> and Wagner and Brown.
      In addition to proposing an increase in the number of its
  outstanding common shares, GenCorp had suggested the adoption
  of a classified or "staggered" board and the elimination of
  cumulative voting.
      GenCorp said these proposals could "distract energy and
  attention from the real task at hand -- to respond to the
  tender offer in a manner which is in the best interests of the
  company, its shareholders and its other constituencies."
      GenCorp said the proposal to increase its outstanding
  shares was made with the aim of declaring a stock split and a
  dividend increase.
      The other proposals, it said, would provide for greater
  long-term stability and cohesiveness for the GenCorp board.
      The company did not indicate when it might resubmit the
  proposals for approval by its shareholders.
  

