<PAGE>
                                                   Index to Exhibits at page 13

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

[x] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
For the quarterly period ended October 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 of Incorporation)                    (I.R.S. Employer 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 the
filing requirements for the past 90 days.
Yes [x]  No [ ]

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

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

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

         Class                                      Shares Outstanding
         -----                                      ------------------
         Class A Common Stock                              209,885
         Class B Common Stock                            1,464,201



<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)
                       October 29, 2005 and April 30, 2005
                 (Dollars in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                        October 29, 2005        April 30, 2005
                                                                                        ----------------        --------------
<S>                                                                                       <C>                   <C>
ASSETS

           Cash and cash equivalents                                                        $    3,359            $    3,043
           Restricted cash                                                                           0                 2,416
           Estimated net income tax receivable                                                       0                   173
           Other assets                                                                            128                   265
                                                                                            ----------            ----------
                       Total assets                                                         $    3,487            $    5,897
                                                                                            ==========            ==========

LIABILITIES AND NET ASSETS

           Accrued expenses and other liabilities                                           $      298            $      458
           Estimated net income tax payable                                                        202                     0
           Accrued self-insured workers compensation                                                 0                 2,500
                                                                                            ----------            ----------
                       Total liabilities                                                           500                 2,958
                                                                                            ----------            ----------

    Net assets in liquidation                                                               $    2,987            $    2,939
                                                                                            ==========            ==========


    Number of common shares outstanding (Class A - 209,885; Class B - 1,464,201)             1,674,086             1,674,086

    Net assets in liquidation per outstanding share                                         $     1.78            $     1.76
                                                                                            ==========            ==========
</TABLE>



           See accompanying notes to consolidated financial statements.


<PAGE>



                                                                   Page 3 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


      Statement Of Changes In Net Assets In Liquidation (Liquidation Basis)
      For the Twenty-six Weeks Ended October 29, 2005 and October 30, 2004
                             (Dollars in thousands)
                                   (Unaudited)

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

<S>                                                                                        <C>                 <C>
Net assets in liquidation at April 30, 2005 and May 1, 2004, respectively                   $ 2,939             $ 6,842

Liquidating distribution paid to shareholders                                                     0              (2,511)

Interest income, net                                                                             46                  16

Changes in estimated liquidation values of assets and liabilities                               (36)               (100)
                                                                                            -------             -------

Net assets in liquidation at July 30, 2005 and July 31, 2004, respectively                    2,949               4,247

Interest income, net                                                                             30                  24

Changes in estimated liquidation values of assets and liabilities                                 8                  (2)
                                                                                            -------             -------

Net assets in liquidation at October 29, 2005 and October 30, 2004, respectively            $ 2,987             $ 4,269
                                                                                            =======             =======
</TABLE>




See accompanying notes to consolidated financial statements.


<PAGE>

                                                                   Page 4 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES



Notes to Consolidated Financial Statements

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

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

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

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

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

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

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

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

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

NOTE (B) Liquidation Basis of Accounting

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




<PAGE>

                                                                   Page 5 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)


         The valuation of assets at their net realizable value and liabilities
         at their anticipated settlement amounts necessarily requires many
         estimates and assumptions. In addition, there are substantial risks and
         uncertainties associated with carrying out the liquidation and
         dissolution of the Corporation. The valuations presented in the
         accompanying Statement of Net Assets in Liquidation represent
         estimates, based on present facts and circumstances, of the net
         realizable values of assets and the costs associated with carrying out
         the plan of liquidation and dissolution based on the assumptions set
         forth below. The actual values and costs are expected to differ from
         the amounts shown herein and could be greater or lesser than the
         amounts recorded. In particular, the estimates of the Corporation's
         costs will vary with the length of time it operates. 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 October
         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 October 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 $837,000, or approximately $0.50 per outstanding share at
         October 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)

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

         Certain amounts included in the estimated income tax payable are
         subject to audit by both state and federal taxing authorities, most
         notably as it relates to the fiscal years ended May 3, 2003, May 1,
         2004, and April 30, 2005. The Corporation requested, and has settled,
         accelerated audits from both state and federal taxing authorities for
         the tax years ending through April 28, 2001 and April 27, 2002,
         respectively.

         As tax returns are filed utilizing management's interpretation of
         applicable rules, the actual tax liability or refund determined after a
         tax audit can be different from amounts initially claimed when filing
         tax returns. Based upon all known facts, management has made an
         estimation of the range of probable outcomes after all tax returns have
         been filed and reviewed by the taxing authorities. As mentioned above,
         the Corporation has been audited by the New York State and federal
         taxing authorities through the fiscal years ended April 28, 2001 and
         April 27, 2002, respectively. To the extent that the Corporation is
         audited for other years by federal and/or state taxing authorities,
         such an audit or audits could result in an increase or decrease in the
         Corporation's income tax receivable or create a net income tax payable.

         The estimated income tax payable recorded on the accompanying Statement
         of Net Assets in Liquidation as of October 29, 2005 is management's
         estimate of the most probable point within the range. Such estimates
         are often updated as additional information becomes available. In
         addition, the Corporation recently filed an additional federal refund
         claim of $460,000 for the 2001 fiscal year. Due to the uncertainty of
         ultimately collecting on the claim, this amount has not been offset
         against the estimated net income tax payable on the Corporation's
         Statement of Net Assets in Liquidation and will be included only at
         such time that the Corporation believes its collection is probable.

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

         Other assets - Valued based on management estimates. At October 29,
         2005 the $128,000 balance is primarily comprised of prepaid insurance
         and a note receivable.



<PAGE>

                                                                   Page 7 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)

         Accrued compensation, accrued expenses, and other liabilities - Based
         on management's estimate. These are the estimated costs to complete the
         Corporation's Plan of Liquidation and Dissolution, and represents the
         estimated cash costs of operating the Corporation through its expected
         termination which management has estimated to occur in the last half of
         calendar 2006. 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 April 30, 2005
         and October 29, 2005 and the expenditures and management adjustments
         that occurred during the first half of fiscal 2006.

<TABLE>
<CAPTION>
     ------------------------------------------------------------------------------------------------------------
                                                       Six Months Ended    Six Months Ended
     Category                  April 30, 2005          October 29, 2005    October 29, 2005        October 29,
                                  Balance                Expenditures         Adjustments          2005 Balance
     ------------------------------------------------------------------------------------------------------------

     ------------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>                    <C>                <C>
     Office expenses,
     Including rent              $ 17,000                $  (4,000)            $     0               $ 13,000

     ------------------------------------------------------------------------------------------------------------
     Insurance expense             26,000                   (3,000)                  0                 23,000

     ------------------------------------------------------------------------------------------------------------
     Professional fees            338,000                 (155,000)             14,000                197,000
     ------------------------------------------------------------------------------------------------------------
     Other                         77,000                  (12,000)                  0                 65,000
     ------------------------------------------------------------------------------------------------------------

     ------------------------------------------------------------------------------------------------------------
     Totals                      $458,000                $(174,000)            $14,000               $298,000
     ------------------------------------------------------------------------------------------------------------

     ------------------------------------------------------------------------------------------------------------
</TABLE>

         The $14,000 first quarter adjustment for professional fees included in
         the table above is a result of the settlement of a tax issue related to
         the Corporation's previously wholly-owned subsidiary Ontario Foods,
         Incorporated.

         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. The accrued
         self-insured workers compensation liability of $2,500,000 at April 30,
         2005 represented the amount paid, $2,360,000, to a New York State
         approved workers compensation insurance carrier on July 21, 2005 for a
         New York workers compensation insurance policy which is effective June
         1, 2005, $50,000 for New York State assessments paid to the New York
         State Workers Compensation Board on July 21, 2005, $50,000 of claim
         payments and NYS assessments paid prior to July 21, 2005, plus $40,000
         for anticipated net adjustments due to the insurance carrier. With the
         purchase of this policy, the Corporation was relieved of its New York
         self-insured workers compensation status, the related financial
         obligations to claimants, and the statutorily required financial
         assurance for those obligations, as well as any future assessments. The
         purchase of the policy was funded by release to the Corporation of the
         $2,416,000 in restricted cash that had secured the Corporation's letter
         of credit posted to satisfy the workers compensation financial
         assurance requirement. Accordingly, the balance of this liability at
         October 29, 2005 is $0.


<PAGE>


                                                                   Page 8 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)


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

NOTE (C) Financial Statement Presentation

         Liquidation Basis Financial Statements

         The Corporation's Statement of Net Assets in Liquidation as of October
         29, 2005 and Statement of Changes in Net Assets in Liquidation for the
         twenty-six week period ended October 29, 2005 and October 30, 2004
         presented herein are unaudited. The April 30, 2005 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 April 30, 2005. It is the Corporation's
         policy to reclassify certain amounts in the prior year consolidated
         financial statements and interim financial information to conform to
         the current year presentation.

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

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


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

         This financial review should be read in conjunction with the
         accompanying consolidated financial statements and notes. 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.



<PAGE>



                                                                   Page 9 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


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

         LIQUIDITY AND CAPITAL RESOURCES - OCTOBER 29, 2005

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

                                                  AMOUNT            AMOUNT
                DATE PAID                    DISTRIBUTED         PER SHARE
                ---------                    -----------         ---------
             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
                                             ===========            ======

         Subject to amounts that the Corporation may hold to discharge
         obligations and potential contingent liabilities (see Contingent
         Liability Reserve Policy described below), the Corporation expects to
         pay a final liquidating distribution in the course of winding up its
         affairs. Management has estimated that the Corporation expects to wind
         up its affairs during the second half of calendar 2006 and has
         estimated the costs required to total $298,000 and this amount has been
         recorded on the accrued expenses and other liabilities line in the
         accompanying Statement of Net Assets in Liquidation.

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



<PAGE>


                                                                  Page 10 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


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

         LIQUIDITY AND CAPITAL RESOURCES - OCTOBER 29, 2005 (continued)


         The Corporation's unrestricted and restricted cash and cash equivalents
         are invested in commercial bank money market funds to earn a market
         rate of return on those funds and give the Corporation the security and
         flexibility required as it completes the liquidation and dissolution
         process. These funds are currently yielding approximately 3.3% per
         annum. The Corporation adopted a Contingent Liability Reserve Policy
         whereby the Corporation maintains a cash contingency for unexpected
         expenses of the Corporation. The amount of the reserve may be modified
         in the future as deemed necessary. This reserve was at $1.6 million, or
         approximately $1.00 per share, at April 30, 2005 and after the
         extinguishment of its workers compensation obligation on July 21, 2005,
         the Corporation's Board of Directors reduced this reserve to $837,000,
         or approximately $0.50 per share. This reserve is not classified as
         restricted or as a liability in the accompanying Statement of Net
         Assets in Liquidation. See further explanation of the July 21, 2005
         transaction below and in Note B to the accompanying consolidated
         financial statements.

         Restricted cash represents cash that the Corporation was temporarily
         unable to access. At April 30, 2005, restricted cash in the amount of
         $2.4 million was being held in a money-market account with a commercial
         bank as collateral required for a standby letter of credit issued by
         the bank to provide statutorily required financial assurance for the
         Corporation's self-insured workers compensation liability. The
         Corporation was required by the New York Workers Compensation Board to
         maintain the standby letter of credit, which was in effect until the
         extinguishment of its workers compensation obligation on July 21, 2005.
         See further explanation of this July 21, 2005 transaction in Note B to
         the accompanying consolidated financial statements. Accordingly, the
         restricted cash balance at October 29, 2005 is $0.

         During the first quarter of fiscal 2006, the Corporation received
         $403,000 in income tax refunds from the Internal Revenue Service. As a
         result, the estimated net income tax receivable in the amount of
         $173,000 at April 30, 2005 became an estimated net income tax payable
         in the amount of $230,000. This balance was decreased by $28,000 during
         the second quarter of fiscal 2006 to reflect an updated estimate of the
         amount available for a federal income tax carryback claim.

         The accrued expenses and other liabilities line item decreased during
         the first half of fiscal 2006 due to cash expenditures of approximately
         $174,000 and an adjustment in the amount of $14,000 (See Note B to the
         accompanying consolidated financial statements).

         The Corporation's accrued self-insured workers compensation liability
         has been completely satisfied as of October 29, 2005. See Note B to the
         accompanying consolidated financial statements.

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



<PAGE>


                                                                   Page 11 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


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

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


Item 4. Controls and Procedures

         The management of the Corporation is responsible for establishing and
         maintaining effective disclosure controls and procedures, as defined
         under Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934.
         As of October 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 October 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 - 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:   December 12, 2005                    /s/ Steven M. Morse
        ------------------                   --------------------------
                                             Steven M. Morse
                                             President, Treasurer, and Secretary





<PAGE>



                                                                   Page 13 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

                                  EXHIBIT INDEX

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

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