<PAGE>
                                       1





                    SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.

                                 FORM 10-Q


[x]  QUARTERLY   REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended  January 30, 1999

                                       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)

 STATE OF NEW YORK                                       16-0445920
 (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                       Identification No.)

 445 St. Paul Street, Rochester, New York                14605
 (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code   (716)  546-1030

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 such filing  requirements
for the past 90 days.   Yes  X      No


As of the  date of  this  report,  the  Registrant  had the  following
shares of common stock outstanding:

                                            Number of Shares
                Class                         Outstanding


      Class A Common Stock (voting),            209,885
        par value $.50 per share

      Class B Common Stock (non-voting),      1,409,024
        par value $.50 per share

<PAGE>
                                       2



                  GENESEE CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                     January 30, 1999 and May 2, 1998

<TABLE>
<S>                                                                             <C>                    <C>
                                                                                        UNAUDITED AUDITED
(Dollars in Thousands)                                                          January 30, 1999       May 2, 1998

ASSETS
     Current assets:
        Cash and cash equivalents                                                    $ 6,358            $ 2,692
        Marketable securities available for sale                                       8,092             17,808
        Trade accounts receivable, less allowance for doubtful receivables
           of $520 at January 30, 1999; $433 at May 2, 1998                            9,690             10,163
        Inventories, at lower of cost (first-in, first-out) or market                 17,309             14,258
        Deferred income tax assets                                                     1,879              1,315
        Other current assets                                                             920                683
                                                                                    ---------           --------
           Total current assets                                                       44,248             46,919

     Net property, plant and equipment                                                36,162             33,311
     Investment in and notes receivable from unconsolidated real estate partnerships   5,333              5,534
     Investments in direct financing and leveraged leases                             29,824             34,638
     Goodwill and other intangibles                                                   28,043             10,737
     Other assets                                                                      3,514              4,450
                                                                                    =========           ========
           Total assets                                                              147,124            135,589
                                                                                    =========           ========

LIABILITIES AND SHAREHOLDERS' EQUITY
     Current liabilities:
        Accounts payable                                                               8,167              8,358
        Income taxes payable                                                           1,596                692
        Federal and state beer taxes payable                                             700              1,756
        Line of credit and current portion of mortgage payable                         3,079                  -
        Accrued expenses and other                                                    10,991              7,255
                                                                                    ---------           --------
           Total current liabilities                                                  24,533             18,061

     Deferred income tax liabilities                                                   9,360              9,295
     Accrued postretirement benefits                                                  15,415             15,415
     Mortgage payable                                                                  4,725                  -
     Other liabilities                                                                   412                471
                                                                                    ---------           --------
           Total liabilities                                                          54,445             43,242

     Minority interests in consolidated subsidiaries                                   2,425              2,227
     Shareholders' equity:
        Common stock Class A                                                             105                105
        Common stock Class B                                                             753                753
        Additional paid-in capital                                                     5,856              5,842
        Retained earnings                                                             86,739             86,143
        Unrealized gain on marketable securities, net of income taxes                    244                752
        Less treasury stock, at cost                                                   3,443              3,475

                                                                                    ---------           --------
           Total shareholders' equity                                                 90,254             90,120
                                                                                    ---------           --------

           Total liabilities and shareholders' equity                              $ 147,124          $ 135,589
                                                                                    =========           ========
</TABLE>

        See accompanying notes to consolidated financial statements.


<PAGE>
                                       3




                GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                      CONSOLIDATED STATEMENTS
                 OF EARNINGS AND RETAINED EARNINGS
     Thirteen Weeks Ended January 30, 1999 and January 31, 1998

(Dollars in Thousands,
Except Per Share Data)                             
<TABLE>
<S>                                                                                   <C>                  <C> 
                                                                                               UNAUDITED
                                                                                       1999                1998

Revenues                                                                            $ 41,732            $ 42,560

         Federal and state beer taxes                                                  6,303               6,701
                                                                                  -----------         -----------

Net revenues                                                                          35,429              35,859

          Cost of sales                                                               27,144              28,877
                                                                                  -----------         -----------

Gross profit                                                                           8,285               6,982

           Selling, general and administrative expenses                                8,843               8,532
                                                                                  -----------         -----------

Operating loss                                                                          (558)             (1,550)

          Investment income                                                              281               1,335
          Other income / (expense), net                                                3,403                 (72)
          Interest of minority partners in earnings of
              consolidated subsidiaries                                                 (216)               (199)
                                                                                  -----------         -----------

Earnings / (loss) before income taxes                                                  2,910                (486)

          Income taxes / (Benefit)                                                     1,159                (139)
                                                                                  -----------         -----------

Net earnings / (loss)                                                                  1,751                (347)
Basic and Diluted earnings / (loss) per share                                           1.08               (0.21)

Retained earnings at beginning of period                                              84,988              86,669

                                                                                  -----------         -----------

Retained earnings at end of period                                                  $ 86,739            $ 86,322
                                                                                  ===========         ===========

See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>
                                       4




                GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                             CONSOLIDATED STATEMENTS
                        OF EARNINGS AND RETAINED EARNINGS
          Thirty Nine Weeks Ended January 30, 1999 and January 31, 1998

(Dollars in Thousands,
Except Per Share Data)
<TABLE>
<S>                                                                                  <C>              <C> 
                                                                                             UNAUDITED
                                                                                       1999             1998

Revenues                                                                          $ 136,291        $ 143,440

         Federal and state beer taxes                                                22,290           24,721
                                                                                 -----------      -----------

Net revenues                                                                        114,001          118,719

          Cost of sales                                                              86,833           91,965
                                                                                 -----------      -----------

Gross profit                                                                         27,168           26,754

           Selling, general and administrative expenses                              27,692           28,042
                                                                                 -----------      -----------

Operating loss                                                                         (524)          (1,288)

          Investment income                                                           1,746            2,725
          Other income / (expense), net                                               3,460             (233)
          Interest of minority partners in earnings of
              consolidated subsidiaries                                                (710)            (582)
                                                                                 -----------      -----------

Earnings before income taxes                                                          3,972              622

          Income taxes                                                                1,675              322
                                                                                 -----------      -----------

Net earnings                                                                          2,297              300
Basic and Diluted earnings per share                                                   1.42             0.18

Retained earnings at beginning of period                                             86,143           87,720

         Less: Dividends - $1.05 per share in 1999
                  and $1.05 per share in 1998                                         1,701            1,698
                                                                                 -----------      -----------

Retained earnings at end of period                                                 $ 86,739         $ 86,322
                                                                                 ===========      ===========
</TABLE>

See accompanying notes to consolidated financial statements.



<PAGE>
                                       5




                      GENESEE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          Thirty Nine Weeks Ended January 30, 1999 and January 31, 1998
<TABLE>
<S>                                                                              <C>              <C>  

                                                                                         UNAUDITED
(Dollars in thousands)                                                            1999              1998

Cash flows from operating activities:
    Net earnings                                                               $ 2,297             $ 300
    Adjustments to reconcile net income to net
      cash provided by operating activities:
        Depreciation and amortization                                            4,932             3,762
        Other                                                                      214               703
    Changes in non-cash assets and liabilities:
        Trade accounts receivable                                                1,402               999
        Inventories                                                             (1,172)             (217)
        Other assets                                                               334              (946)
        Accounts payable                                                        (1,848)           (1,022)
        Accrued expenses and other                                               1,920             1,078
        Income taxes payable                                                       904              (540)
        Federal and state beer taxes                                            (1,056)           (1,089)
        Other liabilities                                                       (1,431)              (69)
                                                                               -----------   -------------
             Net cash provided by operating activities                           6,496             2,959
                                                                               -----------   -------------

Cash flows from investing activities:
    Acquisitions, net of cash acquired                                         (18,826)          (11,060)
    Capital expenditures                                                        (4,466)           (5,153)
    Sales of marketable securities                                              10,319            29,816
    Purchases of marketable securities and other investments                        82           (14,633)
    Investments in and advances to unconsolidated real
       real estate investments, net of distributions                               200                43
    Net investment in direct financing and leveraged leases                      4,814            (1,539)
    Withdrawals by minority interest                                              (513)             (153)
                                                                               -----------   -------------
             Net cash used in investing activities                              (8,390)           (2,679)
                                                                               -----------   -------------

Cash flows from financing activities:
    Line of credit                                                               3,000                 -
    Mortgage payable                                                             4,780               (15)
    Payment of dividends                                                        (2,266)           (2,265)
    Proceeds from exercise of stock options                                         46                38
                                                                               -----------   -------------
             Net cash provided by / (used in) financing activities               5,560            (2,242)
                                                                               -----------   -------------

Net increase / (decrease) in cash and cash equivalents                           3,666            (1,962)

Cash and cash equivalents at beginning of the year                               2,692             4,521

                                                                               ===========   =============
        Cash and cash equivalents at end of the period                         $ 6,358           $ 2,559
                                                                               ===========   =============
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
                                       6





                         GENESEE CORPORATION


Notes to Consolidated Financial Statements


NOTE (A)   The   Corporation's   consolidated   financial   statements
           enclosed  herein are  unaudited  with the  exception of the
           Consolidated  Balance Sheet at May 2, 1998 and,  because of
           the  seasonal  nature  of  the  business  and  the  varying
           schedule of its special  sales  efforts,  these results are
           not  necessarily  indicative  of the results to be expected
           for the entire  year.  In the  opinion of  management,  the
           interim  financial   statements  reflect  all  adjustments,
           consisting  of  only  normal  recurring  items,  which  are
           necessary  for a fair  presentation  of the results for the
           periods presented.  The accompanying  financial  statements
           have  been  prepared  in  accordance   with  GAAP  and  SEC
           guidelines  applicable  to interim  financial  information.
           These  statements  should be reviewed in  conjunction  with
           the annual  report to  shareholders  for the year ended May
           2, 1998.

NOTE (B)   Inventories are summarized as follows:
<TABLE>
<S>                                                                <C>                   <C> 
                                                      
                                                                           Dollars  in  thousands
                                                                    January 30, 1999      May 2, 1998

           Finished goods                                               $   6,594         $   5,567
           Goods in process                                                 1,518             1,664
           Raw materials, containers and packaging supplies                 9,197             7,027
                Total inventories                                       $  17,309         $  14,258
</TABLE>


NOTE (C)   The  Corporation's   consolidated   balance  sheet  shows  a
           mortgage  payable in the  principle  amount of $4.8 million,
           collateralized   by   certain   land  and   buildings.   The
           mortgage  payable  bears  interest  at a fixed rate of 6.49%
           per annum and requires  payments of  principal  and interest
           through 2008.  The  maturities  of the mortgage  payable for
           each  fiscal  year  through the year ending May 1, 2004 are,
           respectively,   $82,000,   $87,000,   $93,000,  $99,000  and
           $106,000.

           In  addition,  the  Corporation  has a $15  million  line of
           credit  which  bears  interest  at  LIBOR  plus  .70  for an
           effective  rate of  5.97% in  effect  through  February  28,
           1999.   This  line  of  credit  expires  in  July  1999.  At
           January 30, 1999,  $12 million was  available  for use under
           this instrument.

NOTE (D)   In  fiscal  1999,  the  Corporation  adopted  Statement  of
           Financial  Accounting  Standards (SFAS) No. 130, "Reporting
           Comprehensive  Income."  Comprehensive income is defined as
           the  change in equity of a  business  during a period  from
           transactions  and  other  events  and  circumstances   from
           non-owner    sources.    Under    SFAS   130,    the   term
           "comprehensive  income"  is used to  describe  the total of
           net earnings plus other  comprehensive  income  which,  for
           the  company,  includes  unrealized  gains  and  losses  on
           marketable securities classified as available-for-sale.


<PAGE>
                                       7


                         GENESEE CORPORATION


Notes to Consolidated Financial Statements (continued)


           SFAS 130 does not impact the  calculation  of net  earnings
           or earnings per share nor does it impact  reported  assets,
           liabilities or total  shareholders'  equity. It does impact
           the presentation of the components of shareholders'  equity
           within   the   balance   sheet  and  will   result  in  the
           presentation  of the  components  of  comprehensive  income
           within  an  annual  financial  statement,   which  must  be
           displayed  with the  same  prominence  as  other  financial
           statements.

           The  components of the  corporation's  total  comprehensive
           income were:
<TABLE>
<S>                                                                       <C>                       <C> 

                                                                                      Dollars in Thousands
                                                                          Thirteen Weeks Ended      Thirty Nine Weeks Ended
                                                                          1/30/99    1/31/98           1/30/99     1/31/98

           Net earnings/(loss)                                           $ 1,751    $  (347)         $  2,297     $   300
           Unrealized loss on marketable
              securities, net of taxes                                       (20)      (478)             (508)       (234)

           Total comprehensive income / (loss)                           $ 1,731    $  (825)         $  1,789     $    66

</TABLE>


<PAGE>
                                       8



                            GENESEE CORPORATION


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

Comparison of 13 weeks ended January 30, 1999 to 13 weeks ended January 31, 1998

      Consolidated  net revenues for the thirteen  weeks ended January 30,
1999 were $35.4  million,  a decrease of $430,000  over  consolidated  net
revenues  reported  for the same  period  last  year.  The lower  revenues
were due to lower  sales  volume at the  Genesee  Brewing  Company,  which
were  partially  offset  by  increased  sales by the  Corporation's  Foods
Division.

      On a  consolidated  basis,  the  Corporation  reported an  operating
loss of $558,000,  which was a $992,000  improvement  compared to the same
period last year.  The  improvement  in operating  performance  was due to
reduced  selling,  general  and  administrative  expenses  at the  Genesee
Brewing Company and higher operating income from the Foods Division.

      Earnings  before  income taxes were $2.9  million,  which was a $3.4
million   improvement   compared  to  the  same  period  last  year.   The
improvement  in earnings  before  income  taxes was due to a $3.4  million
gain realized by Genesee  Ventures,  Inc. from the sale of its  investment
in   Lloyd's   Food   Products,   Inc.   Lloyd's   Food   Products   is  a
Minnesota-based  producer of prepared  packaged  barbecued  meat  products
that  Genesee  Ventures,  Inc.  acquired a  minority  equity  interest  in
during the second  quarter of fiscal 1998.  This $1.5  million  investment
was  accounted  for at cost.  The stock of Lloyd's Food  Products was sold
to General  Mills,  Inc. in January  1999,  resulting in a pre-tax gain of
$3.4 million to the Corporation.

      On a consolidated  basis,  the Corporation  reported net earnings of
$1.8  million,  or $1.08  basic and  diluted  earnings  per share,  in the
third  quarter  this year,  compared  to a net loss of  $347,000,  or $.21
basic and diluted loss per share, for the same period last year.

Genesee Brewing Company

      Genesee  Brewing  Company's  net  sales in the  third  quarter  were
$23.5  million,  a decrease of $3.0 million from last year's third quarter
net  sales of $26.5  million.  Barrel  sales for the  third  quarter  this
year were down 8.8% from the prior  year  period  due to a 12.2%  decrease
in Genesee  Brewing  Company's  core  brands and a 12.0%  decrease  in the
HighFalls  brands.  The declines in core and  HighFalls  brand volume were
partially  offset  by a 11.5%  increase  in volume  under  the  production
contract with Boston Beer Company.

      Within the  Genesee  core  brands,  higher-margin  returnable  glass
packages,  draft  packages and 24-can  packages  showed the largest volume
declines.  These  declines were  partially  offset by higher unit sales of
lower margin, value-priced 30 and 36 can 
"Multipaks".

      The  decline in  HighFalls  volume,  which  represents  23% of total
barrel  volume,  was primarily  the result of decreased  Honey Brown Lager
draft (on  premise)  sales.  It is  management's  belief  that Honey Brown
has  maintained  a  higher  percentage  of  draft  volume  than  competing
specialty  brands and that the  slowdown in the  specialty  segment of the
industry  is  affecting  draft  sales to a  greater  extent  than  package
sales.  Consequently,  Honey Brown  Lager,  with its higher  concentration
in draft, was affected to a greater degree.


<PAGE>
                                       9



                         GENESEE CORPORATION


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

      The increase in contract  brewing  volume for the quarter was due to
the  start  of  production  of a new  package  configuration  in  December
1998.   Production  of  this  new  package  configuration  was  originally
scheduled to begin in the first  quarter of fiscal  1999,  but was delayed
by the  inability of a Boston Beer Company  supplier to deliver  packaging
materials.

      Genesee  Brewing  Company's gross profit  decreased  $86,000 to $4.9
million in the third  quarter of fiscal 1999,  compared to $5.0 million in
the third  quarter of fiscal  1998.  The negative  volume  trends for both
the Genesee core brands and the  HighFalls  craft  brands,  together  with
the shift in product mix  towards  lower  margin  Multipak  can  packages,
contributed  to the  decline  in gross  profit in the third  quarter  this
year.

      Selling,  general and administrative  expenses were down $731,000 in
the third  quarter of fiscal  1999  compared to the same period last year.
This  decrease  is  primarily  the  result  of  cost   reduction   efforts
implemented in fiscal 1998.

      Genesee  Brewing  Company's  third  quarter  operating  loss of $2.0
million was  $645,000  less than the $2.6  million  operating  loss in the
third  quarter of the prior year.  This  improvement  was primarily due to
lower selling,  general and  administrative  spending in the third quarter
of fiscal 1999 compared to the same period last year.

      As  previously  reported,  the beer  industry  in the United  States
continues  to  be  highly  competitive.   The  industry  is  dominated  by
Anheuser Busch,  Inc.,  Miller Brewing Company and Coors Brewing  Company,
which  together  account  for more  than 80% of  domestic  production.  In
comparison,  the volume of malt  beverages  produced  by  Genesee  Brewing
Company  represents  less  than  1%  of  annual  domestic  production.  In
recent  years,  per capita  consumption  of malt  beverages  in the United
States  has  declined  and total  consumption  has grown by an  average of
less than 1% a year.  However,  consumption of domestically  produced malt
beverages  has  remained  basically  flat  during  this  period,  with the
increase  in  overall  consumption  coming  largely  from  the  increasing
popularity of imported malt beverages.

      During the past ten  years,  demand  for many  established  domestic
brands has  declined  as  consumers  have  increasingly  turned to certain
nationally  advertised  light beer brands,  imported  malt  beverages  and
domestic  specialty  beers like Honey Brown Lager.  However,  the slowdown
in the  domestic  specialty  beer  segment of the  industry  that began in
1997 continued during 1998.

           As a result  of  these  trends  and the  excess  capacity  that
exists in the  industry,  brewers  are  attempting  to gain  market  share
through reduced  pricing,  intensive  marketing and  promotional  programs
and  innovative  packaging.  The  industry  has seen  increased  levels of
price  discounting  and price  promotions  and a growth in  popularity  of
value  priced  30  and 36  can  Multipaks.  Although  the  large  national
brewers   implemented   price  increases  during  the  fourth  quarter  of
calendar  1998  these  increases  were  generally  not as  significant  as
originally  anticipated.  Instead  of an  across-the-board  general  price
increase,  the  national  brewers  took a  much  more  targeted  approach,
increasing prices on certain brands

<PAGE>
                                       10




                         GENESEE CORPORATION


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

and  packages  based  largely  on  regional  competitive   considerations.
Although these price  increases  allowed  Genesee  Brewing Company to make
modest price increases on certain packages in certain  markets,  the price
relief  did not have a  meaningful  affect on  Genesee  Brewing  Company's
overall profitability.

      The  competitive  position of smaller  brewers like Genesee  Brewing
Company  has also been  adversely  affected by the  consolidation  that is
occurring  within  the  distribution  tier of the  brewing  industry.  The
effects  of this  consolidation  have been  aggravated  by the  aggressive
efforts of the large national  brewers to ensure that an increasing  share
of the  distributor's  time and  attention  is  devoted  to their  brands.
During the past several years,  the large  national  brewers have utilized
a  variety  of  inducements,  incentives  and  contractual  terms to cause
their distributors to make a greater  commitment to their brands,  largely
at the expense of the brands of smaller  brewers,  like Genesee,  that are
also  sold  by  these  distributors.   These  developments  have  made  it
increasingly   difficult  for  Genesee   Brewing  Company  to  effectively
promote  and sell its brands in its core  markets  and to expand  sales of
its products in new or lower share markets.

      The  competitive   conditions  in  the  brewing  industry  that  are
impacting the  performance of Genesee  Brewing Company are not expected to
materially abate in the near term.

Foods Division

      Net sales for the  Foods  Division  were  $11.1  million  in the
third  quarter of fiscal 1999,  compared to $8.4 million for the third
quarter  last  year.   The   increase  in  net  sales  was   primarily
attributable  to $4.4  million in third  quarter  sales of  artificial
sweeteners  and other private  label food products of TKI Foods,  Inc.
and  Spectrum  Foods,  Inc.,  which were  acquired by the  Corporation
during the second  quarter of fiscal  1999.  The increase in net sales
attributable  to the TKI Foods and  Spectrum  Foods  acquisitions  was
partially  offset by the loss of  $800,000  in net sales  recorded  in
the third  quarter of the prior year from a one-time  government  soup
contract  that was  completed in fiscal 1998.  The Foods  Division did
not   aggressively   seek  to  replace  this  contract   manufacturing
business,  instead  devoting  resources  to its  core  retail  private
label  business and the  relocation  and  integration of TKI Foods and
Spectrum Foods business into the Foods Division.

      Also  partially  offsetting  the  increase  in net sales was the
loss of $600,000  of Ice Tea Mix sales in the third  quarter of fiscal
1999 as compared  to the same  period of the prior  year.  Some of the
Foods Division's  retail chain store customers  shifted their iced tea
purchases   to  a   Canadian   sugar   refiner   that  is  seeking  to
aggressively  expand its share of the  United  State's  private  label
iced tea mix market.  This Canadian  supplier,  which controls a large
percentage  of the U.S.  tariff rate quota for imported  products,  is
offering   extremely  low  prices  to  Foods  Division  iced  tea  mix
customers  to draw  their  iced tea mix  business  away from the Foods
Division.  Management  believes  certain actions by the Canadian sugar
refiner  violates the United  States trade laws.  The  Corporation  is
seeking  relief  from  these  trade  practices   through   appropriate
government  channels.  In addition  to sales lost when Foods  Division
customers  shifted their iced tea mix to the Canadian  sugar  refiner,
the Foods  Division  also had to  significantly  reduce its prices for
iced tea

<PAGE>
                                       11




                         GENESEE CORPORATION


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

mix to its other  iced tea mix  customers  to retain  their  business,
which further  eroded iced tea mix revenues and profit  margins in the
third quarter.

      Gross profit for the Foods Division  increased $1.5 million to $2.5
million in the third  quarter of fiscal  1999,  compared to $1.0  million
for the third  quarter  last  year.  The  increase  in gross  profit  was
attributable to the acquisition of TKI Foods and Spectrum Foods.

      Selling,   general  and  administrative   expenses  increased  $1.3
million in the third  quarter of fiscal 1999  compared to the same period
last year.  This  increase is primarily  the result of  additional  costs
incurred  in  connection  with  to  the  acquisition  of  TKI  Foods  and
Spectrum Foods.

      The  Foods  Division  had an  operating  profit of  $758,000  in the
third  quarter of fiscal 1999,  which was $293,000 more than the operating
profit reported in the third quarter last year.

      Foods  Division  profitability  in the third  quarter was  adversely
impacted  by costs  associated  with owning the  facility  in Medina,  New
York that the Foods  Division  acquired in October 1998 and costs  arising
from  transitioning the TKI Foods business from  Springfield,  Illinois to
the Medina  facility.  The Foods  Division is  executing a plan,  which is
scheduled to be completed  during fiscal 2000, to  consolidate  all of its
operations at the Medina  facility.  This  consolidation of all operations
at  a  single  location  will  allow  the  Foods  Division  to  close  its
Springfield,  Illinois and Albion, New York facilities,  which is expected
to generate significant cost savings for the Foods Division


Genesee Ventures

      Genesee  Ventures,  Inc., the  Corporation's  equipment  leasing and
real estate investment  subsidiary,  reported operating income of $820,000
for the third  quarter of fiscal 1999,  compared to $739,000 for the third
quarter of fiscal 1998.  The higher  operating  income was  primarily  due
to an increase in equipment lease revenue.

      Genesee   Ventures,   Inc.  earnings  before  taxes  increased  $3.6
million to $4.0  million as compared to $444,000  for the same period last
year.  The  increase in  earnings  was due to a $3.4  million  gain on the
sale of Genesee Ventures' investment in Lloyd's Food Products, Inc.

Comparison of 39 weeks ended January 30, 1999 to 39 weeks ended January 31, 1998

      Consolidated  year-to-date  net  revenues  were  $114.0  million,  a
decrease of $4.7  million  from the  consolidated  net  revenues of $118.7
million  reported for the same period last year.  The lower  revenues were
due to lower  sales  volume at the  Genesee  Brewing  Company,  which were
partially offset by increased sales by the Corporation's Foods Division.

<PAGE>
                                       12





                         GENESEE CORPORATION


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

      Earnings  before  income taxes were $4.0  million,  which was a $3.4
million   improvement   compared  to  the  same  period  last  year.   The
improvement  in earnings  before  income  taxes was due to a $3.4  million
gain  made  on  an  equity   investment   made  in  September  1997.  This
investment was accounted for at cost.

       On a consolidated  basis,  the  Corporation  reported  year-to-date
net  earnings of $2.3  million,  or $1.42 basic and diluted  earnings  per
share,  compared to net  earnings of  $300,000,  or $.18 basic and diluted
earnings per share, for the same period last year.

Genesee Brewing Company

      Genesee  Brewing  Company's net sales in the first three quarters of
fiscal  1999 were $80.9  million,  a decrease of $9.6  million,  or 10.6%,
from the prior  year's net sales of $90.5  million.  Barrel  sales for the
first  three  quarters  were  down  11.8%  over  last  year due to a 11.2%
decrease in Genesee  Brewing  Company's  core brands,  a 8.7%  decrease in
Genesee  Brewing  Company's  HighFalls  brands  and a  18.1%  decrease  in
volume under the contract with Boston Beer Company.

      Within the  Genesee  core  brands,  higher-margin  returnable  glass
packages,  draft  packages and 24-can  packages  showed the largest volume
declines.  These  declines were  partially  offset by higher unit sales of
lower margin, value-priced 30 and 36 can "Multipaks".

      The  decline in  HighFalls  volume,  which  represents  23% of total
barrel  volume,  was primarily  the result of decreased  Honey Brown Lager
draft (on  premise)  sales.  It is  management's  belief  that Honey Brown
Lager  has   maintained  a  higher   percentage  of  draft  business  than
competing brands in the specialty beer segment of the industry.

      The  year-to-date  decline in contract brewing volume was due to the
reallocation  by  Boston  Beer  Company  of a  portion  of its  production
requirements  in  anticipation of the start of production of a new package
configuration   by  Genesee  Brewing   Company.   Production  of  the  new
package  configuration  was  originally  scheduled  to begin in the  first
quarter  of  fiscal  1999  but  was  delayed  until  December  1998 by the
inability  of  a  Boston  Beer  Company  supplier  to  deliver   packaging
materials.  The  decline  in volume  was also due to Boston  Beer  Company
moving  production  of a short  run  brand  and  22oz.  packages  to their
Cincinnati,  Ohio  plant.  The  contract  volume  lost as a result  of the
delay in  producing  the new package  configuration  is not expected to be
made up during the  balance of fiscal  1999.  Future  changes in  contract
brewing  volume  will depend on  consumer  demand for Boston Beer  Company
products  and  on  decisions   made  by  Boston  Beer  Company   regarding
allocation of production among its several sources of supply.

Genesee  Brewing  Company's  gross profit  decreased $2.0 million to $18.4
million,  or 22.7% of net sales,  year-to-date  for fiscal 1999,  compared
to  $20.4  million,  or  22.5%  of net  sales,  in  the  prior  year.  The
negative   volume  trends  for  both  the  Genesee  core  brands  and  the
HighFalls  craft  brands,  together  with the shift in product mix towards
lower margin Multipak can packages, contributed to the decline in gross

<PAGE>
                                       13





                         GENESEE CORPORATION


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

profit for fiscal 1999.  In  addition,  intense  competition  has resulted
in price  stagnation  over  the past  several  years,  further  depressing
Genesee Brewing Company's gross profit margins.

           Selling,  general and  administrative  expenses  were down $3.2
million in the first three  quarters  of fiscal 1999  compared to the same
period  last  year.  This  decrease  is the  result of timing of  spending
this year versus last and cost  reduction  efforts  implemented  in fiscal
1998.

      Genesee  Brewing  Company's  fiscal  1999  operating  loss  of  $4.2
million was $1.2  million  less than the $5.4  million  operating  loss in
the prior  year.  This  improvement  was  primarily  due to the decline in
selling,  general and administrative  spending in the first three quarters
of fiscal 1999 as compared to the same period last year.


Foods Division

      Net sales for the Foods  Division  were  $30.5  million in the first
three  quarters of fiscal  1999,  compared  to $26.0  million for the same
time  period  last  year.   The  increase  in  net  sales  was   primarily
attributable  to  $8.6  million  in   year-to-date   sales  of  artificial
sweeteners  and other private label food products of TKI Foods,  Inc., and
Spectrum  Foods,  Inc. This increase in net sales was partially  offset by
the  loss of  $2.3  million  in net  sales  recorded  in the  first  three
quarters  of  the  prior  year  from  a  government  soup  contract  and a
contract to package  infant  cereal that were  completed  in fiscal  1998.
Also  partially  offsetting the increase in net sales was the loss of $1.7
million  of ice tea mix  sales  in  fiscal  1999 as  compared  to the same
period of the prior year.

      Gross profit for the Foods  Division  increased $2.0 million to $6.2
million in the first  three  quarters  of fiscal  1999,  compared  to $4.2
million for the same period last year.  The  increase in gross  profit was
attributable to the acquisition of TKI Foods and Spectrum Foods.

      Selling,   general  and  administrative   expenses  increased  $2.3
million in the first three  quarters of fiscal 1999  compared to the same
period last year.  This  increase is primarily  the result of  additional
costs  incurred   attributable  to  the  acquisition  of  TKI  Foods  and
Spectrum Foods.

      The  Foods  Division  had an  operating  profit of $1.8  million  in
fiscal 1999,  which was $240,000 less than the operating  profit  reported
last year.  The  decrease  in  operating  profit is the result of the loss
of contract  revenue from the prior year,  and the costs  associated  with
transitioning  the  TKI  Foods  business  to the  Foods  Division's  newly
acquired facility in Medina, New York.


<PAGE>
                                       14




                           GENESEE CORPORATION


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

Genesee Ventures

           Genesee  Ventures,  Inc., the  Corporation's  equipment leasing
and real estate investment  subsidiary,  reported  year-to-date  operating
income of $2.6 million for fiscal  1999,  compared to $2.1 million for the
prior  year.  The  higher   operating  income  was  primarily  due  to  an
increase in equipment lease revenue.

      Genesee  Ventures,  Inc.  earnings  before taxes  increased $3.8
million  to $5.1  million as  compared  to $1.3  million  for the same
period  last  year.  The  increase  in  earnings  was  due  to a  $3.4
million gain on the sale of Genesee  Ventures'  investment  in Lloyd's
Food Products, Inc.


LIQUIDITY AND CAPITAL RESOURCES

      Cash, cash  equivalents,  and marketable  securities  totaled $14.5
million  at  January  30,  1999 and $20.5  million  at May 2,  1998.  The
decline in cash,  cash  equivalents,  and  marketable  securities was the
result of the sale of  marketable  securities  to fund a  portion  of the
cost to acquire TKI Foods and Spectrum Foods.

      Accounts  receivable  balances were  $473,000  lower at January 30,
1999  than  May 2,  1998.  Genesee  Brewing  Company's  receivables  were
lower due to seasonality and lower sales volume.

      Inventories  at January 30, 1999 were $3.1 million  higher than the
balances  reported  at May 2, 1998.  Net  property,  plant and  equipment
balances  were  $2.8  million  higher  at  January  30,  1999 than May 2,
1998.  Goodwill  and  other  intangibles   balances  were  $17.3  million
higher  at  January  30,  1999  than  May 2,  1998.  Goodwill  and  other
intangibles,  net property, plant and equipment,  accounts receivable and
inventories  increased due to the  acquisition  of TKI Foods and Spectrum
Foods.

      Investments  in direct  financing  and  leveraged  leases were $4.8
million  lower than the balances  reported at May 2, 1998.  This decrease
was due to the  maturity  of  nearly  1/3 of the  leasing  portfolio  and
represents the original investment and realized excess residual income.

      Current  liabilities  were $7.0 million  higher at January 30, 1999
compared to May 2, 1998 due to the $3 million  credit  facility  that was
used to fund a portion of the  purchase  price of TKI Foods and  Spectrum
Foods.  This credit  facility was reduced  $7.0 million  during the third
quarter of fiscal 1999,  with $4.8  million from the  reduction in direct
and  leveraged  leases and the balance  from the $3.4 million gain on the
sale of an equity  investment.  Income taxes payable  increased  $900,000
due to third quarter  earnings.  The balance is  attributable  to accrued
liabilities acquired with TKI Foods and Spectrum Foods.

      The $4.8 million  mortgage  payable was  established on October 29,
1998  with  a  commercial   bank  in   connection   with   financing  the
acquisition  of and  capital  improvements  to the Foods  Division's  new
facility in Medina, New York.



<PAGE>
                                       15


                           GENESEE CORPORATION


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

      The   Corporation   has  a  strategy  to  search  for  and  develop
opportunities   which  will  contribute  to  the  future  growth  of  its
non-brewing   business.   The  Corporation   plans  to  use  its  capital
resources  to further  expand its Foods  Division  to broaden  its profit
base  and   contribute  to  the  continued   long-term   success  of  the
Corporation.

           The  Corporation  expects that it will fund its future  capital
needs with a combination  of debt and  internally  generated  funds.  With
respect to real estate investments and equipment  leasing,  it is expected
that the debt  component  will  generally  be obtained  on a  non-recourse
basis. The Corporation  also continues to seek  acquisition  opportunities
in the foods  industry.  Any such  acquisition may involve new debt or the
assumption of existing debt.

      Genesee  Brewing  Company is working on a program of  modifications,
upgrades  and   replacements  to  its  system  for  storing  and  handling
chemicals  used  to  clean  and  sanitize  brewing  equipment,   kegs  and
refillable  bottles  (the  "System") to achieve  compliance  with New York
chemical bulk storage  regulations  that will take effect in December 1999
(the  "Regulations").  The  engineering  firm  engaged by Genesee  Brewing
Company  to  inspect  the  System  and   estimate   the  cost  to  achieve
compliance with the  Regulations  has delivered its inspection  report and
a preliminary  cost  estimate of up to $1.9 million to achieve  compliance
with  the  Regulations.  Genesee  Brewing  Company  is  exploring  certain
changes  to the  System  and its  operating  procedures  to  substantially
reduce the cost to achieve  compliance with the  Regulation's.  In January
1999,  Genesee  Brewing  Company  received  regulatory  approval  of a new
operating  procedure  that will  exempt a portion of the  System  from the
Regulations.  This exemption  should eliminate  approximately  $500,000 of
the estimated cost to achieve compliance with the Regulations.

      Genesee  Brewing  Company may not be able to achieve full compliance
with the  Regulations  by the  December  1999  deadline,  in which case it
intends  to seek  extensions  to  complete  those  portions  of the System
upgrades and modifications that cannot be completed by the deadline.

      It  is  anticipated  that  the  cost  of  the  System  upgrades  and
modifications  will be funded  internally and depreciated  over the useful
life of the System modifications or replacements.

YEAR 2000

General

           The Corporation is currently  assessing and  undertaking  steps
to address  potential  problems that could affect the business  operations
and  financial  condition of the  Corporation  and its  subsidiaries  as a
result  of the year  2000  issue.  The year  2000  issue is the  result of
computer  hardware and software  systems and other equipment with embedded
chips or  processors  that use only two digits to represent  the year.  As
the year 2000  approaches,  time-sensitive  software may  recognize a date
using "00" as the year 1900  rather than 2000.  These  systems may fail to
operate  or be  unable  to  process  data  accurately  as a result of this
flaw.  The year 2000 issue could  arise at any point in the supply  chain,
manufacturing

<PAGE>
                                       16




                           GENESEE CORPORATION


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

process,   distribution   channels   or   information   systems   of   the
Corporation,  its  subsidiaries  and  third  parties  with  which  they do
business.

      The  Corporation  has formed a task force made up of senior managers
to  address   year  2000   compliance   issues.   These   issues   include
identification   of  critical  and   non-critical   systems,   determining
appropriate   remediation   measures,    assigning    responsibility   and
scheduling of planned  remediation,  documentation  and  certification  of
task  completion,  assessing  third party  relationships  for  compliance,
cost  estimation  and  monitoring,   and  contingency   planning  for  the
Corporation and each of its subsidiaries.

State of Readiness

      The  Corporation's  year 2000 project is  proceeding  on schedule so
far.   The  task   force  has   identified   critical   and   non-critical
information  and other  technology  systems at its Genesee Brewing Company
subsidiary,  its Foods Division and its equipment  leasing and real estate
investment  businesses.  In November 1998, the  Corporation  implemented a
major  hardware  and  software  upgrade to bring the software and hardware
for its primary  manufacturing,  information  and financial  consolidation
system  into year 2000  compliance.  Each  component  of the new system is
warranted   by  the   applicable   vendor  to  be  year  2000   compliant.
Programming  to resolve  minor  issues  relating to the  operation of this
new  system  has  been   substantially   completed   and  all   functional
components of the system are now fully operational.

       The task force has identified  critical  third party  relationships
for each of its  businesses.  The  Corporation's  co-venturer  in Cheyenne
Leasing  Company has provided  assurances  that its  internal  systems for
administering  the  equipment  leasing  business are year 2000 ready.  The
Corporation  has  determined  that there are no other third  parties whose
failure  to  achieve  year 2000  readiness  would  materially  impact  its
equipment  leasing  business.  The  Corporation  has  determined  that its
real estate  investments  are not  dependent  on any third  parties  whose
failure to achieve  year 2000  readiness  would  materially  impact  those
investments.

      During the second quarter of fiscal 1999,  Genesee  Brewing  Company
contacted  all  customers,  mission  critical  vendors and other  material
third  parties  to assess  the  extent of their  year 2000  readiness.  To
date,  63  of  75  critical   vendors  of  Genesee  Brewing  Company  have
responded  that they are in the process of addressing  the year 2000 issue
or  are  already  in  compliance.   To  date,  no  critical  vendors  have
responded  that  they  will  not  be  year  2000  ready.  Genesee  Brewing
Company has  implemented a program to follow up with critical  vendors who
have not yet  responded  and to monitor the  progress of critical  vendors
who  responded  that they are  addressing  the year 2000 issue but are not
yet in  compliance.  To date,  Genesee  Brewing  Company's  Monroe  County
Branch   distribution   business   and   154   independent   distributors,
representing  in the  aggregate  approximately  60% of barrel  volume  for
Genesee  Brewing  Company,  are year 2000 ready or are addressing the year
2000 issue.  Genesee  Brewing  Company has implemented a program to follow
up  with  significant  distributors  who  have  not yet  responded  or who
responded  that they are  addressing  the year 2000  issue but are not yet
in compliance.

<PAGE>
                                       17






                           GENESEE CORPORATION


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

      Boston Beer Company,  whose  contract  brewing  business  represents
15% of Genesee  Brewing  Company's  barrel  volume,  reported  in its most
recent  Form  10-Q  filed  with  the  Securities  Exchange  Commission  on
November  4, 1998 that it  believes  that its  internal  computer  systems
will be year 2000  compliant by March 31,  1999.  Boston Beer Company also
reported  that  it has  contacted  vendors  that  it  believes  present  a
possible  critical  risk to its business;  that 28 of 37 critical  vendors
have  reported  that they are year 2000  compliant or are  addressing  the
year  2000  problem;  that  it  will  pursue  vendors  who  have  not  yet
responded;  that it will  monitor  progress of vendors who are  addressing
the year 2000  problem;  and that it will  develop  contingency  plans for
all services and supplies.

      During March 1999,  the  Corporation's  Foods Division is contacting
all of its  customers,  critical  vendors,  and material  third parties to
assess the extent of their year 2000  readiness.  The Foods  Division will
collect  and  evaluate  the  responses  to these  questionnaires  and then
implement a program to follow up with  critical  vendors  and  significant
customers as needed.

Year 2000 Costs

      The Corporation is committed to making the  investments  required to
ensure  year  2000  readiness  of the  information  and  other  technology
systems  of  each  of  its  business  units.  These  investments   include
hardware  and  software  upgrades  and  replacement.  The cost to  achieve
year 2000  readiness  for the internal  information  and other  technology
systems of the  Corporation and its  subsidiaries  is currently  estimated
to be approximately $1.7 million, with $1.4 million spent to date.

Year 2000 Risks

      The  Corporation  expects that it will  achieve year 2000  readiness
with its internal  systems on a timely  basis,  but at this time is unable
to assure  year 2000  readiness  by third  parties in the same time frame.
The failure to achieve  year 2000  readiness by any third party with which
the  Corporation  or any  of  its  subsidiaries  has a  material  business
relationship   could  result  in  the   disruption   of  normal   business
activities.  Risks  inherent  with the year 2000  problem  could  occur if
there is an  interruption  of  needed  supplies  and  services,  including
energy,  telecommunications  and  information  exchange  suppliers.  In  a
worse case  scenario,  this could  interrupt or prevent the  Corporation's
businesses   from  producing  and  selling  their  products  or  receiving
payment  from  customers.   Such  failures  could  materially  affect  the
Corporation's  results of operations,  liquidity and financial  condition.
The  Corporation  is  currently  unable  to  estimate  the  impact  on its
results of operations,  liquidity or financial  condition from the failure
to achieve year 2000  readiness  by the  Corporation's  critical  venders,
customers or other third parties.


Year 2000 Contingency Plans

      The  Corporation  intends  to develop  contingency  plans to address
the failure of any critical  vendors or a significant  number of customers
to  achieve  year  2000  readiness.   These   contingency  plans  will  be
designed to prevent or mitigate the impact on the  Corporation's  business
from the  failure by such third  parties to achieve  year 2000  readiness.
These contingency plans may include  establishing  alternative  sources of
supply;   stockpiling  of  certain  critical  supplies;  and  implementing
stand-by manual order entry,


<PAGE>
                                       18



                           GENESEE CORPORATION


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

delivery and billing systems.  The  Corporation's  timetable calls for
the task force to identify  specific  third-party  relationships  that
may  require  a  contingency  plan  by the  end of  fiscal  1999.  The
timetable  calls for  developing an appropriate  contingency  plan for
each such situation by the end of the first quarter of fiscal 2000.


Forward-Looking Statements

      This report contains forward-looking  statements within the meaning
of the federal  securities  laws.  These  forward-looking  statements may
include   statements   about  the   operations   and  prospects  for  the
Corporation  and  its  subsidiary   businesses,   and  statements   about
industry  trends  and  conditions  that may  affect  the  performance  or
financial  condition of the  Corporation  and its subsidiary  businesses.
These   forward-looking   statements   involve   significant   risks  and
uncertainties  that could cause actual results to differ  materially from
those  expressed  in or implied  by the  statements.  The most  important
factors that could cause actual  results to differ from the  expectations
stated in these  forward-looking  statements  include,  among others, the
inability  of Genesee  Brewing  Company and its  distributors  to develop
and  execute  effective   marketing  and  sales  strategies  for  Genesee
Brewing Company's  products;  the potential erosion of sales revenues and
profit   margins   through   continued   price   stagnation,    increased
discounting  or a higher  proportion of sales in lower margin  Multipaks;
a  continuation  of  the  slowdown  in  the  craft  beer  category  or  a
potential  shift in consumer  preferences  away from the craft  category,
including  Honey  Brown  Lager;   uncertainties   due  to  the  intensely
competitive,  stagnant  nature of the beer industry;  demographic  trends
and social  attitudes  that can reduce beer sales;  the continued  growth
in the popularity of import and nationally  advertised  beers;  increases
in the cost of aluminum,  paper  packaging and other raw  materials;  the
Corporation's  inability to reduce  manufacturing  and overhead  costs of
its brewing and foods businesses to more competitive  levels;  changes in
significant   laws   and   government    regulations   affecting   sales,
advertising  and  marketing  of  malt  beverage   products;   significant
increases  in federal,  state or local beer or other  excise  taxes;  the
potential  impact of beer industry  consolidation  at both the brewer and
distributor   levels;   a  shift  in  consumer   preferences   away  from
store-brand,  private label food  products;  increased  competition  from
branded  food  product  producers  that might  adversely  affect sales of
private label products;  the  possibility  that the  Corporation's  Foods
Division  might   experience   delays,   difficulties  or   unanticipated
expenses in integrating  TKI Foods and Spectrum  Foods;  the  possibility
that  the  Foods  Division  might  experience  delays,   difficulties  or
unanticipated  expenses in the  relocation  of its  operations to Medina,
New York; the  possibility  that the Foods Division might not achieve the
expected   synergies   from  the   integration   and  relocation  of  all
operations  into a  single  facility;  interest  rate  fluctuations  that
could  reduce  demand  for or the rate of return on new  equipment  lease
business;   increased  competition  in  the  equipment  leasing  business
resulting  from  lower  interest  rate  environment;   increases  in  the
estimated  costs to  achieve  year  2000  readiness;  and the  risk  that
computer  systems  of  the   Corporation,   its  subsidiaries  and  their
significant suppliers or customers may not be year 2000 compliant.

<PAGE>
                                       19




PART II.  OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

         (a) Exhibits.  No exhibits are being filed with this report:


         (b) Reports on Form 8-K.  The Corporation did not file any
             reports on Form 8-K during the quarter for which this
             report is filed.


<PAGE>
                                       20




                           GENESEE CORPORATION

                                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:   3/12/99                /s /Robert N. Latella
                           Robert N. Latella
                           Executive Vice President and ChiefOperating Officer



Date:   3/12/99
                              /s / Michael C. Atseff
                          Michael C. Atseff
                          Vice President and Controller