<PAGE>
                                                    Index to Exhibits at page 14


                       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 August 2, 2003

                                       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:

                                                         Number of Shares
     Class                                                Outstanding
     -----                                               ----------------

     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

<PAGE>
                                                                    Page 2 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


           Statement Of Net Assets In Liquidation (Liquidation Basis)
                         August 2, 2003 and May 3, 2003
                 (Dollars in thousands, except per share data)


<TABLE>
<CAPTION>
                                                         UNAUDITED
                                                       August 2, 2003     May 3, 2003
                                                       --------------     -----------
<S>                                                      <C>              <C>
ASSETS
------
      Cash and cash equivalents                          $    2,562       $    6,572
      Restricted cash                                         3,200            3,200
      Marketable securities available for sale                2,284            3,010
      Notes receivable                                        2,800            2,800
      Other assets                                              317              353
                                                         ----------       ----------
         Total assets                                    $   11,163       $   15,935
                                                         ==========       ==========

LIABILITIES AND NET ASSETS
--------------------------

      Accrued compensation                               $      336       $      525
      Accrued expenses and other liabilities                    721              874
      Estimated net income tax payable                          112            4,664
      Accrued self-insured workers compensation               1,463            1,495
                                                         ----------       ----------
         Total liabilities                                    2,632            7,558
                                                         ----------       ----------

   Net assets in liquidation                             $    8,531       $    8,377
                                                         ==========       ==========

   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       $     5.10       $     5.00
                                                         ==========       ==========
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>
                                                                    Page 3 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


      Statement Of Changes In Net Assets In Liquidation (Liquidation Basis)
          For the Thirteen Weeks Ended August 2, 2003 and July 27, 2002
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                  UNAUDITED     UNAUDITED
                                                    2003          2002
                                                  ---------     ---------
<S>                                                <C>          <C>
Net assets in liquidation at May 3, 2003 and
   April 27, 2002, respectively                    $8,377       $ 29,622

High Falls subordinated note receivable:

   Interest income                                    140            120

Interest income, net                                   12            194

Changes in estimated liquidation values of
   assets and liabilities                               2            (17)
                                                   ------       --------

Net assets in liquidation at August 2, 2003
   and July 27, 2002, respectively                 $8,531       $ 29,919
                                                   ======       ========
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>
                                                                    Page 4 of 17

                               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. 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. The
          Corporation received $11 million of the sale price in the form of
          notes receivable from High Falls, which 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 continues to hold a small number of the leases, which it
          retained after this sale.

          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 effective
          September 29, 2001. 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 17

                               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 August 2,
          2003.

          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 August 2,
          2003, substantially all cash balances were in excess of federally
          insured limits. The Corporation's Board of Directors (the "Board") has
          adopted a Contingent Liability Reserve Policy whereby the Corporation
          will maintain a cash contingency reserve equal to $2.5 million, or
          $1.50 per outstanding share, for unexpected expenses of the
          Corporation. The amount of the reserve may be modified in the future
          by the Board as deemed necessary. The balance of this reserve is $2.5
          million at August 2, 2003; however, it is not classified as restricted
          or as a liability in the accompanying Statement of Net Assets in
          Liquidation.

          Marketable securities available for sale - Presented at quoted market
          prices. The Corporation maintains a portfolio that consists
          predominantly of high quality corporate bonds which is managed by an
          independent third party investment manager. Valuation of the
          Corporation's marketable securities is based upon closing prices of
          their marketable securities, as provided by the investment manager, at
          August 2, 2003.
<PAGE>
                                                                    Page 6 of 17

                               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, the Corporation received $11 million in
          notes receivable from High Falls. On July 30, 2002 the Corporation
          received $5.9 million in satisfaction of the remaining principal
          balance due on 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. At August 2,
          2003, the amount remaining due to the Corporation from High Falls is
          $4 million under a subordinated note receivable with an original face
          amount of $4.5 million. The $4 million balance is payable as follows:
          $1 million was due on December 15, 2002 and $3 million is due on
          December 15, 2003. High Falls did not make the $1 million principal
          payment due on December 15, 2002 and is currently in default under the
          terms of the remaining High Falls note. The Corporation is currently
          in discussions with High Falls regarding the restructuring of this
          remaining note in connection with the possible recapitalization of
          High Falls Brewing Company. During the second quarter of fiscal 2002
          the Corporation adjusted the value of the balance of the remaining
          High Falls note on the Statement of Net Assets in Liquidation to $2.8
          million to reflect management's estimate of the value of the note,
          which is based on the fair market value of publicly traded debt
          instruments of similar quality. At August 2, 2003, the note remains
          valued at $2.8 million.

          Other assets - Valued based on management estimates. At August 2, 2003
          the $317,000 balance is primarily comprised of prepaid insurance,
          accrued interest receivable, and a note receivable from a former
          customer of the Genesee Brewing Company, Inc., that the Corporation
          retained after the sale of the brewery to High Falls in December 2000.

          Accrued compensation and 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 April 2004 and for an additional wind-up phase after April
          2004. 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 3, 2003 and August 2, 2003 and the
          expenditures during the first quarter of fiscal 2004.

<TABLE>
<CAPTION>
                                            May 3, 2003    1st Quarter FY 2004  August 2, 2003
          Category                          Balance        Expenditures         Balance
          ------------------------------------------------------------------------------------
<S>                                         <C>            <C>                  <C>
          Compensation and related costs    $  525,000     $  189,000           $  336,000
          ------------------------------------------------------------------------------------
          Office expenses, including rent       54,000         16,000               38,000
          ------------------------------------------------------------------------------------
          Insurance expense                    200,000         53,000              147,000
          ------------------------------------------------------------------------------------
          Professional fees                    205,000         66,000              139,000
          ------------------------------------------------------------------------------------
          Post April 2004 costs                300,000              0              300,000
          ------------------------------------------------------------------------------------
          Other                                115,000         18,000               97,000
          ------------------------------------------------------------------------------------
          ------------------------------------------------------------------------------------
          Totals                            $1,399,000     $  342,000           $1,057,000
          ------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                                                                    Page 7 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements

NOTE (B)  Liquidation Basis of Accounting (continued)

          Estimated income tax payable - Based on management's estimate. Amount
          reflects the impact on cash flow under an orderly liquidation
          scenario. It is comprised of current taxes on current year income,
          adjusting for estimates for future expenditures, the utilization of
          tax credits, carryforwards and carrybacks. Certain amounts included in
          the estimated income tax payable are subject to audit by both state
          and federal taxing authorities. The Corporation has requested
          accelerated audits from both state and federal taxing authorities for
          the tax years ending April 27, 2002, April 28, 2001, and April 29,
          2000. During July 2003, the Corporation paid $4.7 million to the
          Internal Revenue Service on account. The remaining net payable is an
          estimation of the accumulation of the payments expected in the future.
          As tax returns are filed utilizing estimates and management's
          reasonable interpretation of applicable rules, the actual results
          after a tax audit can be different from amounts initially filed. Based
          upon all known facts, management has made an estimation of the range
          of probable outcomes after the audits referred to above have been
          completed. The tax payable on the Statement of Net Assets is
          management's estimate of the most probable point within the range.
          Such estimations are often updated as additional information becomes
          available.

          Due to the numerous significant business dispositions that occurred
          during the years which are to be audited, management believes it is
          probable that the results of the aforementioned audits may increase or
          decrease the amount of estimated income tax payable recorded in the
          Statement of Net Assets by up to approximately $400,000. The
          Corporation may also incur additional professional fees as a result of
          these audits.

          Accrued self-insured workers compensation - Based on an independent
          actuarial valuation. 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
          the $3.2 million standby letter of credit, which has been renewed
          through August 2004. The issuing bank required the Corporation to
          collateralize the letter of credit by maintaining a cash balance of
          $3.2 million in a money-market account with the bank.

          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 August
          2, 2003 and Statement of Changes in Net Assets in Liquidation for the
          thirteen weeks ended August 2, 2003 and July 27, 2002 presented herein
          are unaudited. The May 3, 2003 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.
<PAGE>
                                                                    Page 8 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements

NOTE (C)  Financial Statement Presentation (continued)

          The accompanying financial statements have been prepared in accordance
          with GAAP and Securities and Exchange Commission 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 3, 2003. It is the Corporation's policy to
          reclassify certain amounts in the prior year consolidated financial
          statements to conform to the current year presentation.

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.

          LIQUIDITY AND CAPITAL RESOURCES - AUGUST 2, 2003

          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
                                   -----------      ------
               TOTAL               $62,779,000      $37.50
                                   ===========      ======
</TABLE>
<PAGE>
                                                                    Page 9 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


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

          LIQUIDITY AND CAPITAL RESOURCES - AUGUST 2, 2003 (continued)

          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: (a)
          receives payment on the remaining promissory note described in Note B
          to the accompanying consolidated financial statements which accompany
          this report; (b) is allowed to reduce the financial assurance for its
          self-insured workers compensation liability described below; (c)
          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. While Management has targeted that the
          Corporation's plan of liquidation and dissolution will be completed by
          April 2004, there will be a further phase required to wind up its
          business, necessitated by certain assets and liabilities having a
          longer maturity or term. While the duration of this additional phase
          is unknown, there will be costs associated with it. The Corporation
          has estimated the present value of those costs at $300,000 and this
          amount has been recorded as a part of the run-out accrual and
          reflected in the accrued expenses and other liabilities line in the
          accompanying Statement of Net Assets in Liquidation.

          As a result of certain assets and liabilities having a maturity or
          term beyond April 2004, the Corporation currently expects that the net
          realizable value of certain assets will not be distributed to
          shareholders and certain of the Corporation's liabilities, including
          the workers compensation liability described below, will not be
          discharged by that date. All such assets and liabilities will be
          retained by the dissolved Corporation or transferred to a
          post-dissolution entity to be held for the benefit of the
          Corporation's shareholders and will be distributed to shareholders as
          the net realizable values of such retained assets become distributable
          after discharging any retained liabilities.

          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 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
          1.0% per annum. The Corporation's Board of Directors (the "Board") has
          adopted a Contingent Liability Reserve Policy whereby the Corporation
          will maintain a cash contingency reserve equal to $2.5 million, or
          $1.50 per outstanding share, for unexpected expenses of the
          Corporation. The amount of the reserve may be modified in the future
          by the Board as deemed necessary. The balance of this reserve is $2.5
          million at August 2, 2003; however, it is not classified as restricted
          or as a liability in the accompanying Statement of Net Assets in
          Liquidation.
<PAGE>
                                                                   Page 10 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


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

          LIQUIDITY AND CAPITAL RESOURCES - AUGUST 2, 2003 (continued)

          Restricted cash represents cash which the Corporation is temporarily
          unable to access. Restricted cash in the amount of $3.2 million is
          being held in a money-market account with a commercial bank as
          collateral 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 $3.2 million standby letter of credit, which
          has been renewed through August 2004. The issuing bank required the
          Corporation to collateralize the letter of credit by maintaining a
          cash balance of $3.2 million in a money-market account with the bank.
          Despite a $1.5 million actuarially based valuation of the
          Corporation's workers compensation liability, and the Corporation's
          expectation that the valuation of its workers compensation liability
          will decline over time as claims are paid, the Compensation Board will
          not review the $3.2 million financial security requirement until at
          least December 2003 and it is not currently known whether the
          Compensation Board will adjust the financial security requirement to
          an amount more consistent with the actuarial valuation of workers
          compensation liability. 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's marketable securities consist of a bond portfolio
          managed by an investment management firm. This portfolio had a fair
          market value of $2,284,000 at August 2, 2003. The investments in this
          portfolio include $293,000 in U.S. government agency bonds with the
          balance of $1,991,000 invested in corporate bonds. The portfolio at
          August 2, 2003 has a Moody's dollar weighted average rating of A1. The
          portfolio currently has a weighted average duration of approximately
          1.09 years. The current weighted average yield to maturity is
          approximately 1.78%. The $726,000 decrease in this financial statement
          line item from May 3, 2003 to August 2, 2003 is a result of certain
          investments being sold with the proceeds remaining in cash and
          reflected in the cash and cash equivalents line item. In August 2003,
          the portfolio was liquidated and the cash proceeds were invested in
          money market funds.

          During the first quarter of fiscal 2004, the Corporation received
          $121,000 in interest from High Falls on the $4 million note receivable
          which is described in Note B to the accompanying consolidated
          financial statements. The remaining $4 million note receivable from
          High Falls bears interest at the rate of 12% per annum; however,
          interest is currently accruing at the default rate of 14% per annum as
          a result of the default by High Falls on the December 15, 2002 $1
          million principal payment. Interest is payable quarterly. The $4
          million balance is payable as follows: $1 million was due on December
          15, 2002 and $3 million is due on December 15, 2003. As mentioned
          above, High Falls did not make the $1 million principal payment due on
          December 15, 2002. As a result of this default, the Corporation is
          currently in discussions with High Falls regarding the restructuring
          of the note in connection with the possible recapitalization of High
          Falls Brewing Company. The December 15, 2003 principal payment can be
          extended by High Falls to December 15, 2005 if High Falls does not
          achieve 2.5 million barrels of contract brewing volume as measured
          from December 15, 2000 through December 15, 2003. High Falls, which is
          required to certify its contract volume annually, has certified to the
          Corporation that as of December 31, 2002, it has achieved 2,153,946
          barrels of contract brewing volume since December 15, 2000.
<PAGE>
                                                                   Page 11 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


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

          LIQUIDITY AND CAPITAL RESOURCES - AUGUST 2, 2003 (continued)

          The $4 million note is subordinate to High Falls' senior bank debt and
          mezzanine financing. Under the terms of the senior debt agreements, in
          the event of a default by High Falls, the senior lenders could declare
          a standstill, which would prevent the Corporation from receiving
          principal and interest payments and enforcing its rights against
          collateral pledged by High Falls to secure the $4 million note. If the
          senior lenders were to declare a standstill, payments to the
          Corporation and the Corporation's rights against collateral pledged to
          secure the note could be suspended indefinitely. The terms of the High
          Falls seller financing are detailed in exhibits to the Corporation's
          report on Form 8-K filed on January 2, 2001.

          During the second quarter of fiscal 2003, the Corporation adjusted the
          value of the High Falls note on its Statement of Net Assets in
          Liquidation to $2.8 million to reflect management's estimate of the
          value of the note, which is based on the fair market value of publicly
          traded debt instruments of similar quality. At August 2, 2003, the
          fair value of this note receivable remains at $2.8 million. This
          adjustment had no effect on the estimated income tax payable amount
          presented in the Statement of Net Assets in Liquidation.

          Accrued compensation and accrued expenses and other liabilities line
          items decreased during the first quarter of fiscal 2004 as a result of
          expected expenditures occurring.

          During the first quarter of fiscal 2004, the Corporation paid $4.7
          million to the Internal Revenue Service on account. As a result, the
          estimated net income tax payable financial statement line item
          decreased accordingly.

<PAGE>
                                                                   Page 12 of 17

                               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 phase beyond April 2004, that 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, the amount and timing
          of payments to the Corporation by High Falls Brewing Company LLC
          ("High Falls") under the remaining promissory note described in Note B
          to the accompanying consolidated financial statements which accompany
          this report; the possible extension of payment or renegotiation of
          terms as a result of the default by High Falls under that note;
          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
          to 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; and risks associated with the liquidation and
          dissolution of the Corporation, including without limitation,
          settlement of the Corporation's liabilities and obligations, costs
          incurred in connection with carrying out the plan of liquidation and
          dissolution and additional run-out expenses, the amount of income
          earned during the liquidation period on the Corporation's bond
          portfolio and investment in money market funds, risks that the market
          value of the Corporation's bond portfolio could decline, risks
          associated with investments in bonds and money market funds in the
          current low interest rate environment, discharge of contingent
          liabilities, and the actual timing of the winding up and dissolution
          of the Corporation.

Item 4. Controls and Procedures

          In accordance with Securities Exchange Act of 1934 rules, the
          Corporation's management, under the supervision of the President and
          Chief Financial Officer, conducted an evaluation of the effectiveness
          of the design and operation of the Corporation's disclosure controls
          and procedures as of the end of the period covered by this quarterly
          report. Based on that evaluation, the Corporation concluded that the
          design and operation of its disclosure controls and procedures were
          effective. There has been no change in the Corporation's internal
          control over financial reporting that occurred during the period
          covered by this quarterly report, that has materially affected, or is
          reasonably likely to affect, the Corporation's internal control over
          financial reporting.
<PAGE>
                                                                   Page 13 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


PART II. OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

               (a)  Exhibits:

                    See Exhibit Index at Page 14 of this report.

               (b)  Reports on Form 8-K. The Corporation filed a report on Form
                    8-K on June 20, 2003 to report information under 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: 9/10/03                      /s/ Stephen B. Ashley
      -----------                  -----------------------------------------
                                   Stephen B. Ashley
                                   President

Date: 9/10/03                      /s/ Steven M. Morse
      -----------                  -----------------------------------------
                                   Steven M. Morse
                                   Vice President and Chief Financial Officer
<PAGE>
                                                                   Page 14 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


                                  EXHIBIT INDEX

Exhibit
Number                       Exhibit                                    Page No.
--------------------------------------------------------------------------------

  31      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                                  17