<PAGE>
                                                    Index to Exhibits at page 16

                       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 November 1, 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 20


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


           Statement Of Net Assets In Liquidation (Liquidation Basis)
                        November 1, 2003 and May 3, 2003
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                  November 1, 2003    May 3, 2003
                                                                                  ----------------    -----------
<S>                                                                                  <C>               <C>
ASSETS
------

     Cash and cash equivalents                                                       $    4,592        $    6,572
     Restricted cash                                                                      3,200             3,200
     Marketable securities available for sale                                                 0             3,010
     Note receivable                                                                      1,100             2,800
     Other assets                                                                           228               353
                                                                                     ----------        ----------
           Total assets                                                              $    9,120        $   15,935
                                                                                     ==========        ==========

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

     Accrued compensation                                                            $      279        $      525
     Accrued expenses and other liabilities                                                 687               874
     Estimated net income tax payable, net                                                  250             4,664
     Accrued self-insured workers compensation                                            1,224             1,495
                                                                                     ----------        ----------
           Total liabilities                                                              2,440             7,558
                                                                                     ----------        ----------

 Net assets in liquidation                                                           $    6,680        $    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                                     $     3.99        $     5.00
                                                                                     ==========        ==========
</TABLE>



          See accompanying notes to consolidated financial statements.






<PAGE>
                                                                    Page 3 of 20


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


     Statement Of Changes In Net Assets In Liquidation (Liquidation Basis)
  For the Thirteen Week and Twenty Six Week Periods Ended November 1, 2003 and
                                October 26, 2002
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                          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

Liquidating distributions paid to shareholders                                                 0          (13,393)

High Falls subordinated note receivable:

        Interest income                                                                       70              120

        Change in fair value                                                              (1,700)          (1,200)

Interest (expense) income, net                                                               (58)             179

Changes in estimated liquidation values of assets and liabilities                           (163)            (394)
                                                                                        -------------------------

Net assets in liquidation at November 1, 2003 and October 26, 2002, respectively        $  6,680         $ 15,231
                                                                                        =========================
</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE>
                                                                   Page 4 of 20


                               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.
         Since then, the Corporation continued to hold and manage a small number
         of leases that it retained after this sale. The final lease matured in
         November 2003 resulting in the conclusion of the Corporation's
         equipment leasing activities.

         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 20


                               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 November 1, 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 November 1, 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 November 1, 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 had maintained a portfolio that
                  consisted predominantly of high quality corporate bonds which
                  was managed by an independent third party investment manager.
                  Valuation of the Corporation's marketable securities was based
                  upon closing prices of their marketable securities, as
                  provided by the investment manager. During the second quarter
                  of fiscal 2004 the Corporation liquidated its portfolio by
                  selling all of its marketable securities.







<PAGE>
                                                                   Page 6 of 20


                               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 November 1, 2003, the amount remaining
         due to the Corporation from High Falls is $4 million under a
         subordinated note with an original face amount of $4.5 million (the
         "High Falls Note"). 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
         High Falls Note. During the second quarter of fiscal 2003 the
         Corporation adjusted the value of the $4 million balance due on the
         High Falls Note to $2.8 million to reflect management's estimate of the
         value of the note, based on the fair market value of publicly traded
         debt instruments of similar quality. The Corporation has been in
         discussions with High Falls regarding the restructuring of the High
         Falls Note in connection with the possible recapitalization of High
         Falls Brewing Company. Recently High Falls notified the Corporation
         that High Falls' efforts to recapitalize High Falls in a transaction
         with a third party have ended unsuccessfully and that High Falls would
         not be able to make the December 15, 2003 $ 3 million principal
         payment. A proposal from High Falls to refinance the remaining balance
         of the High Falls Note is expected before December 31, 2003. As a
         result of these developments, the Corporation has reduced the estimated
         value of the High Falls Note by another $ 1.7 million to $1.1 million,
         based on the fair market value of publicly traded debt instruments of
         similar quality.

         Other assets - Valued based on management estimates. At November 1,
         2003 the $228,000 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.




<PAGE>
                                                                   Page 7 of 20


                               GENESEE CORPORATION
                                AND SUBSIDIARIES



Notes to Consolidated Financial Statements
------------------------------------------

NOTE (B) Liquidation Basis of Accounting (continued)
         -------------------------------------------

         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 represent the
         estimated cash costs of operating the Corporation through April 2004
         and for an additional wind-up phase after April 2004. During the second
         quarter of fiscal 2004 the estimate of certain costs were adjusted to
         reflect management's current expectations.

         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. Due to the
         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 November 1, 2003 and the expenditures and
         management adjustments that occurred during the first half of fiscal
         2004.

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------------------------------------
                                                          Six Months Ended       Six Months Ended
     Category                        May 3, 2003          November 1, 2004       November 1, 2004        November 1, 2003
                                     Balance              Expenditures           Adjustments             Balance
     -------------------------------------------------------------------------------------------------------------------------

     -------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>                    <C>                     <C>
     Compensation and related costs  $  525,000           $  (247,000)           $             0         $  278,000
     -------------------------------------------------------------------------------------------------------------------------
     Office expenses,
     including rent                      54,000               (24,000)                    (2,000)            28,000
     -------------------------------------------------------------------------------------------------------------------------
     Insurance expense                  200,000               (71,000)                    21,000            150,000
     -------------------------------------------------------------------------------------------------------------------------
     Professional fees                  205,000              (231,000)                   151,000            125,000
     -------------------------------------------------------------------------------------------------------------------------
     Post April 2004 costs              300,000                     0                          0            300,000
     -------------------------------------------------------------------------------------------------------------------------
     Other                              115,000               (37,000)                     7,000             85,000
     -------------------------------------------------------------------------------------------------------------------------

     -------------------------------------------------------------------------------------------------------------------------
     Totals                          $1,399,000           $  (610,000)           $       177,000         $  966,000
     -------------------------------------------------------------------------------------------------------------------------

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

         The $151,000 adjustment to the professional fees estimate is primarily
         related to an expected increase in legal and accounting costs as the
         Corporation appropriately positions itself for its post April 2004
         phase to wind up its business.





<PAGE>
                                                                   Page 8 of 20


                               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,
         carry forwards and carry backs. 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.



<PAGE>
                                                                   Page 9 of 20


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements
------------------------------------------

NOTE (C) Financial Statement Presentation
         --------------------------------

         Liquidation Basis Financial Statements

         The Corporation's Statement of Net Assets in Liquidation as of November
         1, 2003 and Statement of Changes in Net Assets in Liquidation for the
         thirteen week and twenty three week periods ended November 1, 2003 and
         October 26, 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.

         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 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.

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

         As reported in a November 6, 2003 news release and related Current
         Report filed on Form 8-K with the SEC on November 7, 2003, the
         Corporation announced that it anticipates that its Class B Common Stock
         will be de-listed from the Nasdaq National Market and that the
         Corporation's stock books for its Class A and Class B Common Stock will
         be closed during December 2003. The Corporation also expects to file a
         certificate of dissolution with the New York State Department of State
         in the future. These actions are part of the next stage of the
         Corporation's plan of Liquidation and Dissolution that was adopted by
         shareholders in October 2000.

         On October 31, 2003 the Corporation received a Nasdaq Staff
         Determination indicating that, because the Corporation's stockholders'
         equity (net assets in liquidation) is less than $10 million, its Class
         B Common Stock will be de-listed from the Nasdaq National Market. The
         Nasdaq notice offered the Corporation the opportunity to apply for
         listing on the Nasdaq SmallCap Market, which would provide continued
         over-the-counter trading in the Class B Common Stock. The cost of
         listing on the Nasdaq SmallCap Market for the balance of 2003 could be
         approximately $30,000, which includes a one-time non-refundable
         entrance fee of $25,000. Given the Corporation's progress in executing
         its plan of liquidation, the cost of a short-term listing on the Nasdaq
         SmallCap Market makes this an unattractive option.

         Therefore, the Corporation has requested a hearing before a Nasdaq
         Listing Qualifications Board to review the Nasdaq Staff's
         Determination. The Corporation expects that its Class B Common Stock
         will continue to trade on the Nasdaq National Market, pending this
         hearing, until sometime in December 2003. Unless the Nasdaq National
         Market listing is extended, the Class B Common Stock will be de-listed
         and there will cease to be an active over-the-counter trading market
         for the Corporation's Class B Common Stock. At such time or thereafter,
         the Corporation expects to instruct its stock transfer agent and
         registrar to close its stock books, after which transfers of both its
         Class A and Class B Common Stock will no longer be recognized by the
         Corporation.

         The practical impact of these expected developments is that
         shareholders and others who may wish to purchase or sell the
         Corporation's Class A or Class B Common Stock should do so promptly.

<PAGE>
                                                                   Page 10 of 20


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

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

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

         LIQUIDITY AND CAPITAL RESOURCES - NOVEMBER 1, 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 11 of 20


                               GENESEE CORPORATION
                                AND SUBSIDIARIES




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

         LIQUIDITY AND CAPITAL RESOURCES - NOVEMBER 1, 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 payments 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
         November 1, 2003; however, it is not classified as restricted or as a
         liability in the accompanying Statement of Net Assets in Liquidation.




<PAGE>
                                                                  Page 12 of 20


                               GENESEE CORPORATION
                                AND SUBSIDIARIES



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

         LIQUIDITY AND CAPITAL RESOURCES - NOVEMBER 1, 2003 (continued)
         --------------------------------------------------------------

         Restricted cash represents cash that 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 $1.2 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 consisted of a bond portfolio
         managed by an investment management firm. This portfolio was liquidated
         during the second quarter of fiscal 2004 with the proceeds invested in
         commercial bank money market funds.

         During the first half of fiscal 2004, the Corporation received $242,000
         in interest from High Falls on the High Falls Note that is described in
         Note B to the accompanying consolidated financial statements. The
         remaining High Falls Note 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. However, the Corporation has only
         received interest at 12% for its June 15, 2003 and September 15, 2003
         quarterly interest payments. 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 has been in discussions with High Falls
         regarding the restructuring of the High Falls Note in connection with
         the possible recapitalization of High Falls Brewing Company. Recently
         High Falls notified the Corporation that High Falls' efforts to
         recapitalize High Falls in a transaction with a third party have ended
         unsuccessfully and that High Falls would not be able to make the
         December 15, 2003 $3 million principal payment. A proposal from High
         Falls to refinance the remaining balance of the High Falls Note is
         expected before December 31, 2003. Under the current arrangement with
         High Falls, 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 13 of 20


                               GENESEE CORPORATION
                                AND SUBSIDIARIES



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

         LIQUIDITY AND CAPITAL RESOURCES - NOVEMBER 1, 2003 (continued)
         ------------------------------------------------------------

         The High Falls 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 High Falls 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 $4 million balance due on the High Falls Note to $2.8
         million to reflect management's estimate of the value of the note,
         based on the fair market value of publicly traded debt instruments of
         similar quality. As a result of the developments described above, the
         Corporation has reduced the estimated value of the High Falls Note by
         another $ 1.7 million to $ 1.1 million, based on the fair market value
         of publicly traded debt instruments of similar quality. This adjustment
         had no effect on the estimated income tax payable amount presented in
         the Statement of Net Assets in Liquidation.

         Other than the $177,000 in adjustments to the estimated costs to
         complete the Corporation's plan of liquidation and dissolution, which
         are primarily related to professional fees and are included in Note B
         to the accompanying consolidated financial statements, the accrued
         compensation and accrued expenses and other liabilities line items
         decreased during the first half 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.

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


<PAGE>
                                                                  Page 14 of 20


                               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, 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, the amount and timing of
         payments to the Corporation by 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 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 incurred in connection with carrying out the plan of
         liquidation and dissolution and additional run-out expense, discharge
         of contingent liabilities, the actual timing of the de-listing of the
         Corporation's Class B Common Stock, the closing of the stock books of
         both the Class A and Class B Common Stock, and 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 15 of 20


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


PART II.  OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K

                (a)      Exhibits:
                         ---------

                         See Exhibit Index at Page 16 of this report.

                (b)      Reports on Form 8-K.  The Corporation did not file any
                         reports on Form 8-K during the second quarter of
                         fiscal 2004.






                                   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:   11/21/03                 /s/ Stephen B. Ashley
       ---------------           ----------------------------------------------
                                 Stephen B. Ashley
                                 President


Date:   11/21/03                 /s/ Steven M. Morse
       ---------------           ----------------------------------------------
                                 Steven M. Morse
                                 Vice President and Chief Financial Officer



<PAGE>
                                                                  Page 16 of 20


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number                                         Exhibit                                                         Page No.
-----------------------------------------------------------------------------------------------------------------------------

<S>           <C>                                                                                                 <C>
     10       Amendment to Employment Agreement with S.M. Morse                                                   17

     31       Officer Certifications as required by Section 302 of the Sarbanes-Oxley Act of 2002.                18

     32       Officer Certifications as required by Section 906 of the Sarbanes-Oxley Act of 2002.                20
</TABLE>