<PAGE>

                                                    Index to Exhibits at page 13

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

                                   FORM 10-Q

[x]  QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended January 28, 2006

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from __________ to __________

                         Commission File Number 0 - 1653

                               GENESEE CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                          <C>
            STATE OF NEW YORK                                     16-0445920
        (State of Incorporation)                               (I.R.S. Employer
                                                             Identification No.)
</TABLE>

<TABLE>
<S>                                                               <C>
            600 Powers Bldg.,                                       14614
           16 W. Main Street,                                     (Zip Code)
           Rochester, New York
(Address of principal executive offices)
</TABLE>

Registrant's telephone number, including area code (585) 454-1250

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for the past 90 days.
Yes [x] No [ ]

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

     Indicate the number of shares of each of the issuer's classes of common
stock, as of the latest practicable date. As of December 12, 2005:

<TABLE>
<CAPTION>
Class                  Shares Outstanding
-----                  ------------------
<S>                    <C>
Class A Common Stock         209,885
Class B Common Stock       1,464,201
</TABLE>

<PAGE>

                                                                    Page 2 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

           Statement Of Net Assets In Liquidation (Liquidation Basis)
                       Janaury 28, 2006 and April 30, 2005
                  (Dollars in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                  Janaury 28, 2006   April 30, 2005
                                                  ----------------   --------------
<S>                                               <C>                <C>
ASSETS
      Cash and cash equivalents                      $    3,291        $    3,043
      Restricted cash                                         0             2,416
      Estimated net income tax receivable                     0               173
      Other assets                                          111               265
                                                     ----------        ----------
         Total assets                                $    3,402        $    5,897
                                                     ==========        ==========

LIABILITIES AND NET ASSETS
      Accrued expenses and other liabilities         $      290        $      458
      Estimated net income tax payable                      210                 0
      Accrued self-insured workers compensation               0             2,500
                                                     ----------        ----------
         Total liabilities                                  500             2,958
                                                     ----------        ----------
   Net assets in liquidation                         $    2,902        $    2,939
                                                     ==========        ==========
   Number of common shares outstanding
      (Class A - 209,885; Class B - 1,464,201)        1,674,086         1,674,086

   Net assets in liquidation per outstanding
      share                                          $     1.73        $     1.76
                                                     ==========        ==========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

                                                                    Page 3 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

      Statement Of Changes In Net Assets In Liquidation (Liquidation Basis)
      For the Thirty-Nine Weeks Ended Janaury 28, 2006 and Janaury 29, 2005
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    2006      2005
                                                                                   ------   -------
<S>                                                                                <C>      <C>
Net assets in liquidation at April 30, 2005 and May 1, 2004, respectively          $2,939   $ 6,842
Liquidating distribution paid to shareholders                                           0    (2,511)
Interest income, net                                                                   46        16
Changes in estimated liquidation values of assets and liabilities                     (36)     (100)
                                                                                   ------   -------
Net assets in liquidation at July 30, 2005 and July 31, 2004, respectively          2,949     4,247
Interest income, net                                                                   30        24
Changes in estimated liquidation values of assets and liabilities                       8        (2)
                                                                                   ------   -------
Net assets in liquidation at October 29, 2005 and October 30, 2004, respectively    2,987     4,269
Interest income, net                                                                   32        23
Changes in estimated liquidation values of assets and liabilities                    (117)     (650)
                                                                                   ------   -------
Net assets in liquidation at January 28, 2006 and January 29, 2005, respectively   $2,902   $ 3,642
                                                                                   ======   =======
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

                                                                    Page 4 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE (A) Divestiture of the Corporation's Operating Businesses and Other Assets

     In October 2000, Genesee Corporation (the "Corporation") shareholders
     approved a plan to divest all of the Corporation's operations and then
     liquidate and dissolve the Corporation (the "Plan of Liquidation and
     Dissolution.") Since then, as discussed below, the Corporation has divested
     all of its operations and substantially all of its other assets. The
     proceeds from these divestitures, net of amounts paid or reserved to
     discharge all of the Corporation's obligations and liabilities, are being
     distributed to the Corporation's shareholders in a series of liquidating
     distributions.

     In December 2000 the Corporation sold its brewing business to High Falls
     Brewing Company, LLC ("High Falls") for $27.2 million, of which it
     eventually received $24.2 million.

     In December 2000 the Corporation sold a significant portion of its
     equipment lease portfolio and received $12.8 million in proceeds.

     In October 2001 the Corporation sold its Foods Division to Associated
     Brands, Inc. for $24.4 million.

     On May 31, 2002, the Corporation sold its ten-percent interest in an office
     building located in Rochester, New York and a related note receivable from
     the building owner for $2.4 million in cash.

     On September 16, 2002, the Corporation sold its 50% interests in a 408-unit
     apartment complex located in Syracuse, New York and a 150-unit apartment
     complex located in Rochester, New York for a combined sales price of $4.5
     million.

     On May 24, 2004, the Corporation sold the remaining High Falls debt for
     $1.0 million.

     On July 21, 2005, the Corporation purchased a New York workers compensation
     insurance policy from a New York State approved insurance carrier for $2.36
     million. With the purchase of this policy, the Corporation was relieved of
     its self-insured workers compensation status and related obligations. See
     Note B.

NOTE (B) Liquidation Basis of Accounting

     The Corporation's financial statements are prepared using the liquidation
     basis of accounting. Under the liquidation basis of accounting, assets are
     stated at their estimated net realizable values and liabilities are stated
     at their estimated settlement amounts, which estimates are periodically
     reviewed and adjusted. A Statement of Net Assets and a Statement of Changes
     in Net Assets are the two financial statements presented under the
     Liquidation Basis of Accounting.

<PAGE>

                                                                    Page 5 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)

     The valuation of assets at their net realizable value and liabilities at
     their anticipated settlement amounts necessarily requires many estimates
     and assumptions. In addition, there are substantial risks and uncertainties
     associated with carrying out the liquidation and dissolution of the
     Corporation. The valuations presented in the accompanying Statement of Net
     Assets in Liquidation represent estimates, based on present facts and
     circumstances, of the net realizable values of assets and the costs
     associated with carrying out the plan of liquidation and dissolution based
     on the assumptions set forth below. The actual values and costs are
     expected to differ from the amounts shown herein and could be greater or
     lesser than the amounts recorded. In particular, the estimates of the
     Corporation's costs will vary with the length of time it operates and the
     results of audits being conducted by various taxing authorities. In
     addition, the estimate of net assets in liquidation per share presented in
     accordance with accounting principles generally accepted in the United
     States of America ("GAAP") in the accompanying Statement of Net Assets in
     Liquidation generally does not incorporate a present value discount to
     reflect the amount of time that will transpire before the value of those
     assets is distributed to shareholders. Accordingly, it is not possible to
     predict the aggregate amount that will ultimately be distributable to
     shareholders and no assurance can be given that the amount to be received
     in liquidation will equal or exceed the estimate of net assets in
     liquidation per share presented in the accompanying Statement of Net Assets
     in Liquidation or the price or prices at which the Corporation's common
     stock has traded or is expected to trade in the future.

     General assumptions used and asset and liability values under the
     Liquidation Basis of Accounting

     Following are assumptions utilized by management in assessing the fair
     value of assets and the expected settlement values of liabilities included
     in the Statement of Net Assets in Liquidation as of January 28, 2006.

     Cash and cash equivalents and restricted cash - Presented at face value.
     The Corporation considers all highly liquid investments with original
     maturities of three months or less to be cash equivalents. At January 28,
     2006, substantially all cash balances were in excess of federally insured
     limits. The Corporation adopted a Contingent Liability Reserve Policy
     whereby the Corporation will maintain a cash contingency reserve for
     unexpected expenses of the Corporation. The amount of the reserve may be
     modified in the future as deemed necessary. The balance of this reserve is
     $837,000, or approximately $0.50 per outstanding share at January 28, 2006;
     however, it is not classified as restricted or as a liability in the
     accompanying Statement of Net Assets in Liquidation.

<PAGE>

                                                                    Page 6 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)

     Estimated income tax receivable/payable - Based on management's estimate.
     Amount reflects the impact on cash flow under an orderly liquidation
     scenario. It includes adjustments for estimates of future expenditures, the
     utilization of tax credits, and carryforwards and carrybacks.

     Certain amounts included in the estimated income tax payable are subject to
     audit by both state and federal taxing authorities, most notably as it
     relates to the fiscal years ended May 3, 2003, May 1, 2004, and April 30,
     2005. The Corporation has settled audits from both state and federal taxing
     authorities through the fiscal tax year ended April 27, 2002.

     As tax returns are filed utilizing management's interpretation of
     applicable rules, the actual tax liability or refund determined after a tax
     audit can be different from amounts initially claimed when filing tax
     returns. Based upon all known facts, management has made an estimation of
     the range of probable outcomes after all tax returns have been filed and
     reviewed by the taxing authorities. As mentioned above, the Corporation has
     been audited by the New York State and federal taxing authorities through
     the fiscal year ended April 27, 2002. To the extent that the Corporation is
     audited for other years by federal and/or state taxing authorities, such an
     audit or audits could result in an increase or decrease in the
     Corporation's income tax payable or create a net income tax receivable.

     During the third quarter of fiscal 2006 the New York State Department of
     Taxation and Finance audited the New York State income tax returns of the
     Corporation for the fiscal years ended May 3, 2003 and May 1, 2004. The
     results of this audit have not yet been finalized. The Corporation believes
     no change to the estimated income tax payable is warranted at this time.
     Any change to that payable, if required, will be made in the quarter in
     which the New York State audit is finalized.

     During the third quarter of fiscal 2006 the Corporation received an
     expected $14,000 state tax refund and paid a $6,000 Texas tax liability. As
     a result, the Corporation's estimated net income tax payable was increased
     by $8,000 to $210,000 at January 28, 2006. This had no impact on Net Assets
     in Liquidation.

     The estimated income tax payable recorded on the accompanying Statement of
     Net Assets in Liquidation as of January 28, 2006 is management's estimate
     of the most probable point within the range. Such estimates are often
     updated as additional information becomes available. In addition, the
     Corporation filed an additional federal refund claim of $460,000 for the
     2001 fiscal year. Due to the uncertainty of ultimately collecting on the
     claim, this amount has not been offset against the estimated net income tax
     payable on the Corporation's Statement of Net Assets in Liquidation and
     will be included only at such time that the Corporation believes its
     collection is probable.

     The Corporation may incur additional professional fees as a result of any
     additional income tax audits.

     Other assets - Valued based on management estimates. At January 28, 2006
     the $111,000 balance is comprised of prepaid insurance and a note
     receivable.

<PAGE>

                                                                    Page 7 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)

     Accrued compensation, accrued expenses, and other liabilities - Based on
     management's estimate. These are the estimated costs to complete the
     Corporation's Plan of Liquidation and Dissolution, and represents the
     estimated cash costs of operating the Corporation through its expected
     termination which management has estimated to occur by the end of calendar
     2006. These costs, which include personnel, facilities, professional fees,
     and other related costs, are estimated based on various assumptions
     regarding staffing expenses, the use of outside professionals (including
     attorneys and accountants) and other costs. Given that there is inherent
     uncertainty in the estimation process, actual results could be materially
     different.

     The table below details these costs by category as of April 30, 2005 and
     January 28, 2006 and the expenditures and management adjustments that
     occurred during the first three quarters of fiscal 2006.

<TABLE>
<CAPTION>
                                     Nine Months Ended   Nine Months Ended
                    April 30, 2005    January 28, 2006    January 28, 2006    January 28,
Category                Balance         Expenditures        Adjustments      2006 Balance
--------            --------------   -----------------   -----------------   ------------
<S>                 <C>              <C>                 <C>                 <C>
Office expenses,
   Including rent      $ 17,000          $  (6,000)           $      0         $ 11,000
Insurance expense        26,000             (3,000)                  0           23,000
Professional fees       338,000           (260,000)            114,000          192,000
Other                    77,000            (13,000)                  0           64,000
                       --------          ---------            --------         --------
Totals                 $458,000          $(282,000)           $114,000         $290,000
                       ========          =========            ========         ========
</TABLE>

     The $114,000 adjustment for professional fees included in the table above
     is a result of additional legal and tax advisory fees that will be
     necessary to successfully wind-up the Corporation's business affairs by the
     end of calendar 2006 and the settlement of a tax claim related to the
     Corporation's sale of its Ontario Foods, Incorporated subsidiary.

     Accrued self-insured workers compensation - The Corporation's brewing and
     foods businesses were self-insured for workers compensation claims and the
     Corporation retained this liability after those businesses were sold. The
     accrued self-insured workers compensation liability of $2,500,000 at April
     30, 2005 represented the amount paid, $2,360,000, to a New York State
     approved workers compensation insurance carrier on July 21, 2005 for a New
     York workers compensation insurance policy which is effective June 1, 2005,
     $50,000 for New York State assessments paid to the New York State Workers
     Compensation Board on July 21, 2005, $50,000 of claim payments and NYS
     assessments paid prior to July 21, 2005, plus $40,000 for anticipated net
     adjustments due to the insurance carrier. With the purchase of this policy,
     the Corporation was relieved of its New York self-insured workers
     compensation status, the related financial obligations to claimants, and
     the statutorily required financial assurance for those obligations, as well
     as any future assessments. The purchase of the policy was funded by release
     to the Corporation of the $2,416,000 in restricted cash that had secured
     the Corporation's letter of credit posted to satisfy the workers
     compensation financial assurance requirement. Accordingly, the balance of
     this liability at January 28, 2006 is $0.

<PAGE>

                                                                    Page 8 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)

     Contingent liabilities - As with any business, the Corporation may have
     potential contingent liabilities in addition to the liabilities recorded in
     the accompanying consolidated financial statements. Because no claims for
     contingent liabilities have been made or threatened, no amount has been
     recorded for such liabilities in the accompanying consolidated financial
     statements.

NOTE (C) Financial Statement Presentation

     Liquidation Basis Financial Statements

     The Corporation's Statement of Net Assets in Liquidation as of January 28,
     2006 and Statement of Changes in Net Assets in Liquidation for the
     thirty-nine week period ended January 28, 2006 and January 29, 2005
     presented herein are unaudited. The April 30, 2005 Statement of Net Assets
     has been audited. In the opinion of management, these interim financial
     statements reflect all adjustments which are necessary for a fair
     presentation of the results for the interim period presented.

     Net assets in liquidation per outstanding share, which is reported in the
     Statement of Net Assets in Liquidation, is calculated by dividing net
     assets in liquidation by the number of common shares outstanding as of the
     statement date.

     The accompanying financial statements have been prepared in accordance with
     GAAP and Securities and Exchange Commission (the "SEC") guidelines
     applicable to interim financial information. These statements should be
     reviewed in conjunction with the Corporation's annual report on Form 10-K
     for the fiscal year ended April 30, 2005. It is the Corporation's policy to
     reclassify certain amounts in the prior year consolidated financial
     statements and interim financial information to conform to the current year
     presentation.

NOTE (D) Class B Common Stock De-listing and Closing of Stock Books

     At the close of business on December 31, 2003 the Corporation's Class B
     Common Stock was de-listed from the NASDAQ National Market and the
     Corporation's stock books for its Class A and Class B Common Stock were
     closed.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
     of Operations

     This financial review should be read in conjunction with the accompanying
     consolidated financial statements and notes. The Corporation operates under
     the liquidation basis of accounting which is described in detail in Notes B
     and C to the accompanying consolidated financial statements. In all periods
     presented, the Corporation had no operations; therefore, there is no
     discussion of operations. See also Note D to the accompanying consolidated
     financial statements presented in this report that are incorporated herein
     by reference thereto.

<PAGE>

                                                                    Page 9 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results
     of Operations (continued)

     LIQUIDITY AND CAPITAL RESOURCES - JANUARY 28, 2006

     Liquidating distributions have been paid to shareholders under the
     Corporation's plan of liquidation and dissolution as follows:

<TABLE>
<CAPTION>
                      AMOUNT       AMOUNT
   DATE PAID       DISTRIBUTED   PER SHARE
   ---------       -----------   ---------
<S>                <C>           <C>
March 1, 2001      $12,557,000     $ 7.50
November 1, 2001    21,763,000      13.00
May 17, 2002         8,370,000       5.00
August 26, 2002      8,370,000       5.00
October 11, 2002     5,023,000       3.00
March 17, 2003       4,185,000       2.50
April 28, 2003       2,511,000       1.50
June 18, 2004        2,511,000       1.50
                   -----------     ------
   TOTAL           $65,290,000     $39.00
                   ===========     ======
</TABLE>

     Subject to amounts that the Corporation may hold to discharge obligations
     and potential contingent liabilities (see Contingent Liability Reserve
     Policy described below), the Corporation expects to pay a final liquidating
     distribution in the course of winding up its affairs. Management has
     estimated that the Corporation expects to wind up its affairs by the end of
     calendar 2006 and has estimated the costs required to total $290,000. This
     amount has been recorded on the accrued expenses and other liabilities line
     in the accompanying Statement of Net Assets in Liquidation.

     The value of the net assets in liquidation per outstanding share could be
     less or more than is reported in the accompanying Statement of Net Assets
     in Liquidation and the ultimate distributions to shareholders may differ
     materially from the Corporation's current estimate.

<PAGE>

                                                                   Page 10 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results
     of Operations (continued)

     LIQUIDITY AND CAPITAL RESOURCES - JANUARY 28, 2006 (continued)

     The Corporation's unrestricted and restricted cash and cash equivalents are
     invested in commercial bank money market funds to earn a market rate of
     return on those funds and give the Corporation the security and flexibility
     required as it completes the liquidation and dissolution process. These
     funds are currently yielding approximately 4.2% per annum. The Corporation
     adopted a Contingent Liability Reserve Policy whereby the Corporation
     maintains a cash contingency for unexpected expenses of the Corporation.
     The amount of the reserve may be modified in the future as deemed
     necessary. This reserve was at $1.6 million, or approximately $1.00 per
     share, at April 30, 2005 and after the extinguishment of its workers
     compensation obligation on July 21, 2005, the Corporation's Board of
     Directors reduced this reserve to $837,000, or approximately $0.50 per
     share. This reserve is not classified as restricted or as a liability in
     the accompanying Statement of Net Assets in Liquidation. See further
     explanation of the July 21, 2005 transaction below and in Note B to the
     accompanying consolidated financial statements.

     Restricted cash represents cash that the Corporation was temporarily unable
     to access. At April 30, 2005, restricted cash in the amount of $2.4 million
     was being held in a money-market account with a commercial bank as
     collateral required for a standby letter of credit issued by the bank to
     provide statutorily required financial assurance for the Corporation's
     self-insured workers compensation liability. The Corporation was required
     by the New York Workers Compensation Board to maintain the standby letter
     of credit, which was in effect until the extinguishment of its workers
     compensation obligation on July 21, 2005. See further explanation of this
     July 21, 2005 transaction in Note B to the accompanying consolidated
     financial statements. Accordingly, the restricted cash balance at January
     28, 2006 is $0.

     During the first quarter of fiscal 2006, the Corporation received $403,000
     in income tax refunds from the Internal Revenue Service. As a result, the
     estimated net income tax receivable in the amount of $173,000 at April 30,
     2005 became an estimated net income tax payable in the amount of $230,000.
     This balance was decreased by $28,000 during the second quarter of fiscal
     2006 to reflect an updated estimate of the amount available for a federal
     income tax carryback claim. During the third quarter the Corporation
     received an expected $14,000 state tax refund and paid a $6,000 Texas tax
     liability. As a result, the Corporation's estimated net income tax
     liability is $210,000 at January 28, 2006.

     The accrued expenses and other liabilities line item decreased during the
     first three quarters of fiscal 2006 due to cash expenditures of
     approximately $282,000 and an adjustment in the amount of $114,000. The
     $114,000 adjustment is primarily related to additional legal and tax
     advisory fees that will be necessary to successfully wind-up the
     Corporation's business affairs by the end of calendar 2006. (See Note B to
     the accompanying consolidated financial statements).

     The Corporation's accrued self-insured workers compensation liability has
     been completely satisfied. See Note B to the accompanying consolidated
     financial statements.

     See also Note D to the accompanying consolidated financial statements,
     which is incorporated herein by reference thereto.

<PAGE>

                                                                   Page 11 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results
     of Operations (continued)

     Forward-Looking Statements

     This report contains forward-looking statements within the meaning of the
     federal securities laws. These forward-looking statements include estimates
     of the net assets of the Corporation in liquidation, statements about the
     amount and timing of the payment of additional liquidating distributions
     and statements about the Corporation's operating costs through final
     dissolution, including the additional wind-up costs, which will vary with
     the length of time it operates. The cautionary statements regarding
     estimates of net assets in liquidation set forth in the Notes to the
     accompanying consolidated financial statements that accompany this report
     are incorporated herein by reference. The forward-looking statements in
     this report are subject to a number of other significant risks and
     uncertainties, and there can be no assurance that the expectations
     reflected in those statements will be realized or achieved. Such risks and
     uncertainties include, without limitation, possible contingent liabilities
     and post-closing indemnification and other obligations arising from the
     sale of the Corporation's operating businesses and other assets; the risk
     that federal, state or local taxing authorities will audit the tax returns
     filed by the Corporation that report the sale of its brewing, foods and
     equipment leasing businesses and other assets resulting in additional taxes
     being assessed against the Corporation; the risk that income, sales, use
     and other tax returns filed by the Corporation prior to the divestiture of
     its brewing, foods and equipment leasing businesses might be audited by
     federal, state or local taxing authorities resulting in additional taxes
     being assessed against the Corporation; the risk that the Corporation may
     not be able to realize its current estimate of the net value of its assets;
     the risk that the Corporation may have underestimated the settlement
     expense of its obligations and liabilities, including without limitation,
     accrued compensation and tax liabilities; risks associated with the
     liquidation and dissolution of the Corporation, including without
     limitation, settlement of the Corporation's liabilities and obligations,
     costs, including professional fees, incurred in connection with carrying
     out the Plan of Liquidation and Dissolution and additional run-out
     expenses, discharge of contingent liabilities, and the winding up and
     dissolution of the Corporation.

Item 4. Controls and Procedures

     The management of the Corporation is responsible for establishing and
     maintaining effective disclosure controls and procedures, as defined under
     Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934. As of
     January 28, 2006, an evaluation was performed under the supervision and
     with the participation of management, including the Chief Executive Officer
     and Chief Financial Officer, of the effectiveness of the design and
     operation of the Corporation's disclosure controls and procedures. Based on
     that evaluation, management concluded that the Corporation's disclosure
     controls and procedures as of January 28, 2006 were effective in ensuring
     that information required to be disclosed in this Quarterly Report on Form
     10-Q was recorded, processed, summarized, and reported within the time
     period required by the United States Securities and Exchange Commission's
     rules and forms.

     There has been no change in the Corporation's internal control over
     financial reporting that occurred during the most recent fiscal quarter
     that has materially affected, or is reasonably likely to affect, the
     Corporation's internal control over financial reporting.

<PAGE>

                                                                   Page 12 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

PART II. OTHER INFORMATION

Item 6. Exhibits - See Exhibit Index at Page 13 of this report.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        GENESEE CORPORATION


Date: March 13, 2006                    /s/ Steven M. Morse
                                        ----------------------------------------
                                        Steven M. Morse
                                        President, Treasurer, and Secretary

<PAGE>

                                                                   Page 13 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
 Number                             Exhibit                             Page No.
-------                             -------                             --------

<S>       <C>                                                           <C>
31.1      Officer Certification as required by Section 302 of the
          Sarbanes-Oxley Act of 2002.                                      14

31.2      Officer Certification as required by Section 302 of the
          Sarbanes-Oxley Act of 2002.                                      15

32        Officers' Certifications as required by Section 906 of the
          Sarbanes-Oxley Act of 2002.                                      16
</TABLE>