<PAGE>
                                                    Index to Exhibits at page 13


                       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 July 31, 2004

                                       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.)

600 Powers Bldg., 16 W. Main Street, Rochester, New York      14614
--------------------------------------------------------      -----
(Address of principal executive offices)                      (Zip Code)

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 such 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]

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

<TABLE>
<CAPTION>
                                               Number of Shares
Class                                             Outstanding
-----                                             -----------
<S>                                               <C>
Class A Common Stock (voting), par
value $.50 per share                                 209,885

Class B Common Stock (non-voting),  par
value $.50 per share                               1,464,201
</TABLE>

<PAGE>
                                                                    Page 2 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

           Statement Of Net Assets In Liquidation (Liquidation Basis)
                          July 31, 2004 and May 1, 2004
                  (Dollars in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        July 31, 2004     May 1, 2004
                                                                        -------------     -----------
<S>                                                                     <C>               <C>
ASSETS

    Cash and cash equivalents                                             $    2,853      $    3,731
    Restricted cash                                                            2,416           3,200
    Notes receivable                                                               0           1,000
    Estimated net income tax receivable                                          512             515
    Other assets                                                                 376             393
                                                                          ----------      ----------
              Total assets                                                $    6,157      $    8,839
                                                                          ==========      ==========

LIABILITIES AND NET ASSETS

    Accrued expenses and other liabilities                                $      364      $      389
    Accrued self-insured workers compensation                                  1,546           1,608
                                                                          ----------      ----------
              Total liabilities                                                1,910           1,997
                                                                          ----------      ----------
 Net assets in liquidation                                                $    4,247      $    6,842
                                                                          ==========      ==========

 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                          $     2.54      $     4.09
                                                                          ==========      ==========
</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 Thirteen Weeks Ended July 31, 2004 and August 2, 2003
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                  2004        2003
                                                                                  ----        ----
<S>                                                                              <C>         <C>
Net assets in liquidation at May 1, 2004 and May 3, 2003, respectively           $ 6,842     $ 8,377

Liquidating distribution paid to shareholders                                     (2,511)          0

High Falls subordinated note receivable:

         Interest income                                                               0         140

Interest income, net                                                                  16          12

Changes in estimated liquidation values of assets and liabilities                   (100)          2
                                                                                 -------     -------
Net assets in liquidation at July 31, 2004 and August 2, 2003, respectively      $ 4,247     $ 8,531
                                                                                 =======     =======
</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.

            The Corporation sold its brewing business in December 2000 to High
            Falls Brewing Company, LLC ("High Falls") for $27.2 million of which
            it actually received $24.2 million. The Corporation received $11
            million of the sale price in the form of notes receivable from High
            Falls, of which only $8 million in cash was received and are more
            fully described in Note B.

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

            The Corporation sold its Foods Division in October 2001 to
            Associated Brands, Inc. ("ABI") 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.

            With the sale of its interest in the apartment complexes mentioned
            above, the Corporation completed the liquidation phase of its plan
            of liquidation and dissolution.

NOTE (B)    Liquidation Basis of Accounting

            With the sale of its Foods Division, which is described in Note A,
            the Corporation adopted 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. 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 July 31, 2004.

            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.
            The Corporation maintains balances in various operating and money
            market accounts in excess of federally insured limits. At July 31,
            2004, 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 $1.6 million, or
            approximately $1.00 per outstanding share at July 31, 2004; 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)

            Notes receivable - Stated at fair value, which has been discounted
            from face value as described below. As partial consideration for the
            sale of its brewing business in December 2000, the Corporation
            received $11 million in notes receivable from High Falls ($6.5
            million in two bridge notes and $4.5 million in a subordinated
            note.) On July 30, 2002 the Corporation received $5.9 million in
            satisfaction of the remaining principal balance due on the two
            bridge notes with original face amounts of $3.5 million and $3
            million. This prepayment was in accordance with the terms of the
            notes, which required prepayment at such time as the buyer received
            proceeds from government backed loans. The Corporation received
            $500,000 in principal on the subordinated note (the "High Falls
            Note") in December 2001 leaving a $4 million balance due.

            On May 25, 2004 the Corporation sold the High Falls Note to a third
            party for $1,000,000. The High Falls Note had been in default since
            December 2002. In accordance with liquidation basis accounting the
            High Falls Note had been previously valued based on the fair market
            value of publicly-traded debt instruments of similar quality. With
            the May sale of the High Falls Note, the Corporation's May 1, 2004
            Statement of Net Assets in Liquidation, included in the
            Corporation's Annual Report on Form 10-K, reported the value of the
            High Falls Note at $1,000,000. In recognition of previously missed
            interest payments to the Corporation, High Falls has agreed to pay
            the Corporation $100,000 if, prior to April 30, 2006, certain
            conditions are satisfied and High Falls' senior creditors consent to
            the payment.

            A party to the December 2000 brewery sale claimed that the
            Corporation had received approximately $120,000 in interest payments
            from High Falls, which should have been paid to it, as a creditor of
            High Falls that is senior to the Corporation. High Falls paid this
            creditor the $120,000 on July 30, 2004 and this claim is resolved.

            The sale of the High Falls Note, with the exception of the possible
            receipt of $100,000 mentioned above, completed the financial matters
            related to the sale of the Corporation's brewing business.

            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 receivable are
            subject to audit by both state and federal taxing authorities, most
            notably as it relates to the fiscal years ended May 3, 2003 and May
            1, 2004. The Corporation requested, and has settled, accelerated
            audits from the federal taxing authorities for the tax years ending
            April 27, 2002, April 28, 2001, and April 29, 2000. State audits
            have also been resolved through the fiscal year ended April 27,
            2002.

<PAGE>
                                                                    Page 7 of 16

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE (B)    Liquidation Basis of Accounting (continued)

            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 through the fiscal year end May 1, 2004 and
            reviewed by the taxing authorities. The estimated income tax
            receivable of $512,000 recorded on the accompanying Statement of Net
            Assets in Liquidation is management's estimate of the most probable
            point within the range. Such estimates are often updated as
            additional information becomes available.

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

            Other assets - Valued based on management estimates. At July 31,
            2004 the $376,000 balance is primarily comprised of prepaid
            insurance, a deposit with the Corporation's third party
            administrator for its self-insured workers compensation claims, and
            a note receivable from a former customer of the Genesee Brewing
            Company, Inc., that the Corporation retained after the sale of its
            brewing business to High Falls.

            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. These costs, which include
            personnel, facilities, professional fees, and other related costs,
            are estimated based on various assumptions regarding the number of
            employees, 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 May 1, 2004
            and July 31, 2004 and the expenditures and management adjustments
            that occurred during the first quarter of fiscal 2005.

<TABLE>
<CAPTION>
                                    Three Months Ended   Three Months Ended
                      May 1, 2004     July 31, 2004        July 31, 2004           July 31, 2004
Category                Balance        Expenditures         Adjustments               Balance
--------                -------        ------------         -----------               -------
<S>                   <C>           <C>                  <C>                       <C>
Office expenses,
including rent         $   8,000            (3,000)             5,000                  10,000
Insurance expense         24,000           (16,000)            20,000                  28,000
Professional fees        275,000          (101,000)            80,000                 254,000
Other                     82,000            (5,000)           (5,000)                  72,000

Totals                 $ 389,000        $ (125,000)         $ 100,000                $364,000
</TABLE>

            The $100,000 net adjustment during the first quarter of fiscal 2005
            is primarily related to an expected increase in legal and accounting
            costs for the Corporation during its wind up period.

<PAGE>
                                                                    Page 8 of 16

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE (B)    Liquidation Basis of Accounting (continued)

            Accrued self-insured workers compensation - Based on management's
            estimate. 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. In
            connection with this liability, the Corporation is required by the
            New York Workers Compensation Board (the "Compensation Board") to
            maintain a $2.4 million standby letter of credit as financial
            assurance, which has been renewed through August 2005. The issuing
            bank required the Corporation to collateralize the letter of credit
            by maintaining a cash balance of $2.4 million in a money-market
            account with the bank.

            The Corporation is investigating potential alternatives to obtain a
            substitute for the self-insured workers compensation financial
            assurance amount that would allow it to accelerate the resolution of
            this liability. The Corporation could incur additional costs to
            settle this workers compensation liability

            Contingent liabilities - As with any operating 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 July
            31, 2004 and Statement of Changes in Net Assets in Liquidation for
            the thirteen-week period ended July 31, 2004 and August 2, 2003
            presented herein are unaudited. The May 1, 2004 Statement of Net
            Assets has been audited. In the opinion of management, these
            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 May 1, 2004. It
            is the Corporation's policy to reclassify certain amounts in the
            prior year consolidated financial statements 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. The Corporation expects to file a certificate of
            dissolution with the New York State Department of State in the
            future.

<PAGE>
                                                                    Page 9 of 16

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

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. Effective
            September 29, 2001 the Corporation adopted the liquidation basis of
            accounting which is described in detail in Note B to the
            accompanying consolidated financial statements. In the current and
            prior fiscal years the Corporation had no operations; therefore,
            there is no discussion of operations presented. See also Note D to
            the accompanying consolidated financial statements presented in this
            report that are incorporated herein by reference thereto.

            LIQUIDITY AND CAPITAL RESOURCES - JULY 31, 2004

            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 additional liquidating distributions as the Corporation is
            allowed to reduce the financial assurance for its self-insured
            workers compensation liability described below and reduces the
            amount of the Contingent Liability Reserve described below. The
            length of time that will be required to wind-up the Corporation's
            affairs is uncertain and will impact the value of the Corporation's
            net assets in liquidation due to the ongoing expense of operating
            the Corporation. The Corporation has estimated the present value of
            those costs at $364,000 and this amount has been recorded on the
            accrued expenses and other liabilities line in the accompanying
            Statement of Net Assets in Liquidation.

<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 - JULY 31, 2004 (continued)

            Since it is unknown how long it will be before a final liquidating
            distribution is paid to shareholders, the present 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.

            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 1.2% 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. The balance of this reserve was $2.5 million,
            or approximately $1.50 per share, at May 1, 2004; however, after the
            sale of the High Falls Note on May 25, 2004, it was further reduced
            to $1.6 million, or approximately $1.00 per share. This reserve
            remains at $1.6 million at July 31, 2004 and is not classified as
            restricted or as a liability in the accompanying Statement of Net
            Assets in Liquidation.

            Restricted cash represents cash that the Corporation is temporarily
            unable to access. At July 31, 2004, restricted cash in the amount of
            $2.4 million is 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 is required by the New York Workers
            Compensation Board (the "Compensation Board") to maintain the
            standby letter of credit, which is in effect through August 2005. It
            is management's current expectation that the Compensation Board will
            require the Corporation to maintain some amount of financial
            assurance for the actuarially determined duration of the
            self-insured workers compensation liability, which is currently
            estimated to be twenty to twenty-five years, and any such amount
            will not be available for distribution to shareholders until the
            Corporation is relieved of its financial assurance obligation. The
            Corporation is investigating potential alternatives to obtain a
            substitute for the self-insured workers compensation financial
            assurance amount which would allow it to accelerate the resolution
            of the self-insured workers compensation liability. The Corporation
            could incur additional costs to settle this workers compensation
            liability.

            During the first quarter of fiscal 2005, the Corporation received
            $1,000,000 in proceeds from the sale of the High Falls Note. See
            Note B to the accompanying consolidated financial statements.

            The accrued compensation and accrued expenses and other liabilities
            line items decreased during the first quarter of fiscal 2005 as a
            result of the occurrence of anticipated expenditures.

            See also Note D to the accompanying consolidated financial
            statements, which is incorporated herein by reference thereto, which
            explains the Corporation's Class B Common Stock de-listing and
            closing of the Corporation's stock books.

<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 Note B 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, its estimates of self-insured workers compensation
            liability, 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 July 31, 2004, 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 July 31, 2004 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 and Reports on Form 8-K

            (a)   Exhibits:

                  See Exhibit Index at Page 13 of this report.

            (b)   Reports on Form 8-K. The Corporation filed a report on Form
                  8-K on June 4, 2004 to report information under Item 2
                  (Acquisition or Disposition of Assets) and Item 5 (Other
                  Events.)

                                   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:   9/13/04                          /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 Certifications as required by Section 302 of the Sarbanes-Oxley Act of 2002.         14

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

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