<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 January 29, 2005
                                       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

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.

           Statement Of Net Assets In Liquidation (Liquidation Basis)
                        January 29, 2005 and May 1, 2004
                  (Dollars in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                  January 29, 2005     May 1, 2004
                                                                                  ----------------     -----------
<S>                                                                               <C>                  <C>
ASSETS

     Cash and cash equivalents                                                       $     2,772       $     3,731
     Restricted cash                                                                       2,416             3,200
     Notes receivable                                                                          0             1,000
     Estimated net income tax receivable                                                     193               515
     Other assets                                                                            342               393
                                                                                     -----------       -----------
                  Total assets                                                       $     5,723       $     8,839
                                                                                     ===========       ===========

LIABILITIES AND NET ASSETS

     Accrued expenses and other liabilities                                          $       307       $       389
     Accrued self-insured workers compensation                                             1,774             1,608
                                                                                     -----------       -----------
                  Total liabilities                                                        2,081             1,997
                                                                                     -----------       -----------

  Net assets in liquidation                                                          $     3,642       $     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                                    $      2.18       $      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 Thirty-Nine Weeks Ended January 29, 2005 and January 31, 2004
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         2005            2004
                                                                                       --------        --------
<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

High Falls subordinated note receivable:

          Interest income                                                                     0              70

          Change in fair value                                                                0          (1,700)

Interest income (expense), net                                                               24             (58)

Changes in estimated liquidation values of assets and liabilities                            (2)           (163)
                                                                                       --------        --------

Net assets in liquidation at October 30, 2004 and November 1, 2003, respectively          4,269           6,680

High Falls subordinated note receivable:

          Interest income                                                                     0             120

Interest income (expense), net                                                               23             (60)

Changes in estimated liquidation values of assets and liabilities                          (650)            357
                                                                                       --------        --------

Net assets in liquidation at January 29, 2005 and January 31, 2004, respectively       $  3,642        $  7,097
                                                                                       ========        ========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

                                                                    Page 4 of 16

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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

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

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

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

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

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

            On May 24, 2004, the Corporation sold the remaining High Falls debt
            for $1,000,000 (see Note B.) The Corporation has 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 January 29, 2005.

            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 January
            29, 2005, 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 January 29, 2005;
            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 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 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,
            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 both federal and state taxing authorities for the tax
            years ending through 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 $193,000 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 January 29,
            2005 the $342,000 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 January 29, 2005 and the expenditures and management adjustments
            that occurred during the first three quarters of fiscal 2005.

<TABLE>
<CAPTION>
                                           Nine Months Ended    Nine Months Ended
                          May 1, 2004      January 29, 2005     January 29, 2005     January 29, 2005
    Category                Balance          Expenditures          Adjustments            Balance
-----------------         -----------      -----------------    -----------------    ----------------
<S>                       <C>              <C>                  <C>                  <C>
Office expenses,
including rent            $     8,000             (14,000)              15,000                9,000
Insurance expense              24,000             (47,000)              45,000               22,000
Professional fees             275,000            (262,000)             195,000              208,000
Other                          82,000              (9,000)              (5,000)              68,000
                          -----------         -----------          -----------          -----------
Totals                    $   389,000         $  (332,000)         $   250,000          $   307,000
</TABLE>

            The $100,000 net adjustment recorded during the first quarter of
            fiscal 2005 is primarily related to an anticipated increase in
            workers compensation related legal costs and accounting costs during
            the Corporation's wind up period. The additional $150,000 net
            adjustment recorded in the third quarter of fiscal 2005 is primarily
            related to anticipated professional costs associated with the
            extension of the expected termination date of the Corporation.

<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. As of January 29, 2005 there were 26 open
            workers compensation claims.

            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 will incur additional costs to
            settle this workers compensation liability and the ultimate
            settlement amount is likely to exceed the actuarially determined
            liability previously recorded in the Corporation's Statement of Net
            Assets in Liquidation. Therefore, the Corporation has increased the
            accrued self-insured workers compensation liability by $500,000 as
            of January 29, 2005 and this liability has been recorded in the
            accompanying Statement of Net Assets in Liquidation at approximately
            $1.8 million.

            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
            January 29, 2005 and Statement of Changes in Net Assets in
            Liquidation for the thirty-nine week period ended January 29, 2005
            and January 31, 2004 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.
<PAGE>

                                                                    Page 9 of 16

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

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.

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 Notes B and C to the
        accompanying consolidated financial statements. In all periods
        presented, the Corporation had no operations; therefore, there is no
        discussion of operations. See also Note D to the accompanying
        consolidated financial statements presented in this report that are
        incorporated herein by reference thereto.

        LIQUIDITY AND CAPITAL RESOURCES - JANUARY 29, 2005

        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 $307,000 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 - JANUARY 29, 2005 (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 2.0% 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 January 29, 2005 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 January 29, 2005, 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 that would allow it to accelerate the resolution of
            the self-insured workers compensation liability. The Corporation
            will incur additional costs to settle this workers compensation
            liability and the ultimate settlement amount is likely to exceed the
            actuarially determined liability previously recorded in the
            Corporation's Statement of Net Assets in Liquidation. Therefore, the
            Corporation has increased the accrued self-insured workers
            compensation liability by $500,000 as of January 29, 2005 and this
            liability has been recorded in the accompanying Statement of Net
            Assets in Liquidation at approximately $1.8 million.

            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.

            During the second quarter and first quarter of fiscal 2005, the
            Corporation received $319,000 and $3,000, respectively, in income
            tax refunds from federal and state taxing authorities. As a result,
            the estimated net income tax receivable line item decreased by
            $322,000 from its May 1, 2004 balance.

            The accrued expenses and other liabilities line item increased
            during the third quarter of fiscal 2005 due to a $150,000 increase
            in the estimated cash costs to liquidate the Corporation (see Note
            B) partially offset by cash expenditures of approximately $100,000.

<PAGE>

                                                                   Page 11 of 16

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

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

                  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.

            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 January 29, 2005, an evaluation was performed under
            the supervision and with the participation of management, including
            the Chief Executive Officer and Chief Financial Officer, of the
            effectiveness of the design and operation of the Corporation's
            disclosure controls and procedures. Based on that evaluation,
            management concluded that the Corporation's disclosure controls and
            procedures as of January 29, 2005 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.

         See Exhibit Index at Page 13 of this report.

                                   SIGNATURES

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

                                             GENESEE CORPORATION

Date: 3/14/05                                /s/ Steven M. Morse
                                             -----------------------------------
                                             Steven M. Morse
                                             President, Treasurer, and Secretary

<PAGE>

                                                                   Page 13 of 16

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                                        Exhibit                                          Page No.
------   ----------------------------------------------------------------------------------    --------
<S>      <C>                                                                                   <C>
31.1     Officer Certification as required by Section 302 of the Sarbanes-Oxley Act of 2002.      14

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

32       Officers Certifications as required by Section 906 of the Sarbanes-Oxley Act of 2002.    16

</TABLE>