<PAGE>
                                       1



Index to Exhibits at page 22


                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM 10-Q/A


[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended January 29, 2000

                                       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.)

 445 St. Paul Street, Rochester, New York                     14605
 (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code   (716)  546-1030

     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

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

                                       Number of
      Class                            Shares  Outstanding

      Class A Common Stock
      (voting), par value               209,885
      $.50 per share

      Class B Common Stock
      (non-voting),  par              1,410,312
      value $.50 per share

<PAGE>
                                       2
<TABLE>


                                          GENESEE CORPORATION AND SUBSIDIARIES
                                               CONSOLIDATED BALANCE SHEETS
                                            January 29, 2000 and May 1, 1999


                                                                                         UNAUDITED               AUDITED
(Dollars in Thousands)                                                                    January 29, 2000        May 1, 1999
<S>                                                                                      <C>                     <C>

ASSETS
     Current assets:
        Cash and cash equivalents                                                         $ 5,850                 $ 5,836
        Marketable securities available for sale                                            7,834                   7,964
        Trade accounts receivable, less allowance for doubtful receivables
           of $235 at January 29, 2000 and $478 at May 1, 1999                              4,077                  10,222
        Inventories, at lower of cost (first-in, first-out) or market                       9,645                  16,414
        Deferred income tax assets, current portion                                             0                     397
        Other current assets                                                                  230                     751
                                                                                          --------                --------
           Total current assets                                                            27,636                  41,584

     Net property, plant and equipment                                                     12,197                  37,040
     Investment in and notes receivable from unconsolidated real estate partnerships        5,252                   5,343
     Investments in direct financing and leveraged leases                                  25,190                  28,285
     Goodwill and other intangibles net of accumulated amortization of $2,766 at
        January 29, 2000 and $1,747 at May 1, 1999                                         27,071                  28,280
     Other assets                                                                           2,898                   3,421
     Net assets held for disposal - noncurrent                                             11,900                       0
                                                                                          --------                --------
           Total assets                                                                 $ 112,144               $ 143,953
                                                                                          ========                ========

LIABILITIES AND SHAREHOLDERS' EQUITY
     Current liabilities:
        Line of credit                                                                    $     0                 $ 3,000
        Notes payable, current portion                                                         82                      82
        Accounts payable                                                                    1,534                   8,421
        Income taxes payable                                                                    0                   1,215
        Federal and state beer taxes payable                                                    0                   1,354
        Accrued compensation                                                                  390                   3,505
        Accrued postretirement benefits, current portion                                        0                     731
        Accrued expenses and other                                                          1,337                   5,374
        Deferred income tax liabilities, current portion                                    1,051                       0
        Net liabilities held for disposal - current                                         1,854                       0
                                                                                          --------                --------
           Total current liabilities                                                        6,248                  23,682

     Notes payable, noncurrent portion                                                      6,265                   4,679
     Deferred income tax liabilities, noncurrent portion                                   10,090                   8,251
     Accrued postretirement benefits, noncurrent portion                                        0                  15,332
     Other liabilities                                                                        471                     493
                                                                                          --------                --------
           Total liabilities                                                               23,074                  52,437

     Minority interests in consolidated subsidiaries                                        2,588                   2,479
     Shareholders' equity:
        Class A common stock                                                                  105                     105
        Class B common stock                                                                  753                     753
        Additional paid-in capital                                                          5,847                   5,856
        Retained earnings                                                                  83,347                  85,692
        Accumulated other comprehensive (loss)/income                                        (169)                     77
        Less: Class B treasury stock, at cost                                              (3,401)                 (3,446)
                                                                                          --------                --------
                                                                                          --------                --------
            Total shareholders' equity                                                     86,482                  89,037
                                                                                          --------                --------

           Total liabilities and shareholders' equity                                   $ 112,144               $ 143,953
                                                                                          ========                ========

        See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
                                       3

<TABLE>

                                   GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                                 CONSOLIDATED STATEMENTS
                                OF EARNINGS AND COMPREHENSIVE INCOME Thirteen Weeks Ended
                                         January 29, 2000 and January 30, 1999

(Dollars in Thousands,
Except Per Share Data)                                                                           UNAUDITED
<S>                                                                                     <C>                          <C>
                                                                                        2000                         1999
                                                                                                                As Restated

Revenues                                                                            $ 11,927                     $ 11,972

          Cost of goods sold                                                           9,223                        8,627
                                                                                   ----------                   ----------

Gross profit                                                                           2,704                        3,345

           Selling, general and administrative expenses                                1,685                        2,029
                                                                                   ----------                   ----------

Operating income                                                                       1,019                        1,316

          Investment income                                                              245                          250
          Other income                                                                   461                        3,533
          Interest expense                                                              (146)                        (235)
          Interest of minority partners in earnings of
              subsidiaries                                                              (231)                        (216)
                                                                                   ----------                   ----------

                 Earnings from continuing operations before income taxes               1,348                        4,648

Income tax expense                                                                       620                        1,958
                                                                                   ----------                   ----------

                     Earnings from continuing operations                                 728                        2,690

Discontinued operations:
       Loss from operations of the discontinued brewing segment
          (less applicable income tax benefit of $ 363 and $ 799, respectively)         (426)                        (939)
                                                                                   ----------                   ----------

                    Net earnings                                                         302                        1,751

Other comprehensive income, net of income taxes:
        Unrealized holding losses arising during the period                              (85)                         (20)
                                                                                   ----------                   ----------

        Comprehensive income                                                           $ 217                      $ 1,731
                                                                                   ==========                   ==========


Basic and diluted earnings per share from continuing operations                       $ 0.45                       $ 1.66
Basic and diluted loss per share from discontinued operations                          (0.26)                       (0.58)
                                                                                   ----------                   ----------
                                                                                   ----------                   ----------
                                                                                      $ 0.19                       $ 1.08
                                                                                   ==========                   ==========

Weighted average common shares outstanding                                         1,620,197                    1,618,909
Weighted average and common equivalent shares                                      1,620,483                    1,618,909

See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
                                       4

<TABLE>

                                         GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                                      CONSOLIDATED STATEMENTS
                                     OF EARNINGS AND COMPREHENSIVE INCOME Thirty Nine Weeks
                                             Ended January 29, 2000 and January 30, 1999

(Dollars in Thousands,
Except Per Share Data)                                                                                 UNAUDITED
<S>                                                                                              <C>                   <C>
                                                                                                 2000                  1999
                                                                                                                   As Restated

Revenues                                                                                     $ 35,539              $ 33,127

          Cost of goods sold                                                                   28,464                24,318
                                                                                             ---------             ---------

Gross profit                                                                                    7,075                 8,809

           Selling, general and administrative expenses                                         5,091                 5,502
                                                                                             ---------             ---------

Operating income                                                                                1,984                 3,307

          Investment income                                                                       680                 1,659
          Other income                                                                            718                 3,615
          Interest expense                                                                       (438)                 (395)
          Interest of minority partners in earnings of
              subsidiaries                                                                       (821)                 (710)
                                                                                             ---------             ---------

                 Earnings from continuing operations before income taxes                        2,123                 7,476

Income tax expense                                                                                977                 3,287
                                                                                             ---------             ---------

                     Earnings from continuing operations                                        1,146                 4,189

Discontinued operations:
       Loss from operations of the discontinued brewing segment
       (less applicable income tax benefit of $ 1,525 and $ 1,612, respectively)               (1,790)               (1,892)
                                                                                             ---------             ---------

                    Net (loss)/earnings                                                          (644)                2,297

Other comprehensive income, net of income taxes:
        Unrealized holding losses arising during the period                                      (246)                 (508)
                                                                                             ---------             ---------

        Comprehensive (loss)/income                                                            $ (890)              $ 1,789
                                                                                             =========             =========


Basic and diluted earnings per share from continuing operations                                $ 0.71                $ 2.59
Basic and diluted loss per share from discontinued operations                                   (1.10)                (1.17)
                                                                                             ---------             ---------
                                                                                             ---------             ---------
                                                                                              $ (0.39)               $ 1.42
                                                                                             =========             =========

Weighted average common shares outstanding                                                   1,619,952             1,618,754
Weighted average and common equivalent shares                                                1,619,952             1,618,952

See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
                                       5


<TABLE>

                                                    GENESEE CORPORATION AND SUBSIDIARIES
                                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        Thirty Nine Weeks Ended January 29, 2000 and January 30, 1999

<S>                                                                                     <C>                  <C>
                                                                                                 UNAUDITED
(Dollars in thousands)                                                                  2000                    1999
                                                                                                            As Restated
Cash flows from operating activities:
    Net earnings from continuing operations                                          $ 1,146                 $ 4,189
    Adjustments to reconcile net earnings to net
      cash provided by operating activities:
        Depreciation and amortization                                                  2,031                   1,319
        Gain on disposition of assets                                                      0                       0
        Deferred tax provision                                                             0                       0
        Other                                                                          1,607                   1,884
    Changes in non-cash assets and liabilities:
        Trade accounts receivable                                                       (497)                 (1,048)
        Inventories                                                                    1,420                  (1,877)
        Other assets                                                                      15                    (115)
        Accounts payable                                                                (791)                   (128)
        Accrued expenses and other                                                    (1,344)                    931
        Income taxes payable                                                          (1,215)                    904
        Other liabilities                                                                 (2)                 (1,372)
                                                                                    ---------               ---------

              Net cash provided by continuing operating activities                     2,370                   4,687
        Net cash provided by discontinued operations                                   1,666                   1,855
                                                                                    ---------               ---------
              -------------------------------------------------------------------------------------------------------
              Net cash provided by operating activities                                4,036                   6,542
              -------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
    Acquisitions, net of cash acquired                                                     0                 (18,826)
    Capital expenditures                                                              (3,417)                 (2,690)
    Proceeds from sale of marketable securities                                        2,418                  10,319
    Purchases of marketable securities and other investments                          (2,262)                     82
    Investments in and advances to unconsolidated
       real estate investments, net of distributions                                      91                     200
    Net investment in direct financing and leveraged leases                            3,095                   4,814
    Withdrawals by minority interest                                                    (712)                   (513)
                                                                                    ---------               ---------

              Net cash used in continuing investing activities                          (787)                 (6,614)
        Net cash used in discontinued operations                                        (120)                 (1,776)
              -------------------------------------------------------------------------------------------------------
              Net cash used in investing activities                                     (907)                 (8,390)
              -------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
    Proceeds from acquisition of debt                                                  1,700                   7,780
    Principal payments on debt                                                        (3,114)                      0
    Payment of dividends                                                              (1,701)                 (2,266)
              -------------------------------------------------------------------------------------------------------
              Net cash (used in) provided by financing activities                     (3,115)                  5,514
              -------------------------------------------------------------------------------------------------------

Net increase in cash and cash equivalents                                                 14                   3,666

Cash and cash equivalents at beginning of the period                                   5,836                   2,692

        -------------------------------------------------------------------------------------------------------------
        Cash and cash equivalents at end of the period                               $ 5,850                 $ 6,358
        =============================================================================================================

See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
                                       6



                               GENESEE CORPORATION


Notes to Consolidated Financial Statements

NOTE (A)         Planned Divestiture of the Corporation's Brewing Business

           On December 16, 1999 the Corporation's brewing business entered into
           an agreement with the owners of City Brewing Company to sell
           substantially all of its assets. In accordance with generally
           accepted accounting principles ("GAAP"), the results of operations of
           the brewing business have been segregated from the Corporation's
           continuing operations and accounted for as discontinued operations in
           the accompanying consolidated statements of earnings and
           comprehensive income and in the consolidated statements of cash
           flows. The results of operations for the brewing business were as
           follows:

<TABLE>
<S>                                              <C>                      <C>                  <C>                 <C>

---------------------------------------- ----------------------------------------------- -------------------------------------------
                                                   Thirteen weeks ended                        Thirty nine weeks ended
---------------------------------------- ----------------------------------------------- -------------------------------------------
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
(Dollars in thousands)                        January 29, 2000     January 30, 1999       January 29, 2000       January 30, 1999
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------

---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
Revenue                                  $        25,973           $      29,760         $      91,158         $   103,164
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
Less Beer Taxes                                   (5,371)                 (6,303)              (19,024)            (22,290)
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------

---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
Net Revenue                                       20,602                  23,457                72,134              80,874
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------

---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
Loss      from       discontinued
operations,  net of  tax  benefit
before              non-recurring
restructuring charge                               (426)                    (939)                 (834)             (1,892)
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
Non-recurring       restructuring
charge, net of tax benefit                            0                        0                  (956)                  0
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------

---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
Loss      from       discontinued
operations, net of taxes                            (426)                   (939)               (1,790)             (1,892)
---------------------------------------- ------------------------ ---------------------- --------------------- ---------------------
</TABLE>
<PAGE>
                                       7

                               GENESEE CORPORATION

Notes to Consolidated Financial Statements

NOTE (A)   Planned Divestiture of the Corporation's Brewing Business (continued)

          The net assets of the brewing  business  have been excluded from their
          respective captions and reported as net assets  (liabilities) held for
          disposal in the accompanying consolidated balance sheet at January 29,
          2000. The net assets of the brewing  business at January 29, 2000 were
          as follows:
<TABLE>
<S>                          <C>                                               <C>
                       ---------------------------------------------------------------------
                       (Dollars in thousands)
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Accounts receivable, net                               $    3,848
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Inventory                                                   5,252
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Net deferred income tax asset, current portion              1,448
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Other current assets                                          447
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Accounts payable                                           (4,392)
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Federal and state beer taxes payable                         (453)
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Accrued compensation                                       (2,998)
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Accrued postretirement benefits, current portion             (731)
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Accrued expenses and other                                 (3,350)
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Accrued restructuring                                        (925)
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Net  liabilities  held for  disposal  - current            (1,854)
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Net property, plant and equipment                          24,109
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Net deferred income tax asset, noncurrent portion           2,861
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Other assets                                                  381
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Accrued postretirement benefits, noncurrent portion       (15,332)
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Other liabilities                                            (119)
                       ------------------------------------------------------ --------------
                       ------------------------------------------------------ --------------
                       Net assets held for disposal  - noncurrent                 11,900
                       ------------------------------------------------------ --------------
                      </TABLE>
NOTE (B) The Corporation's consolidated financial statements enclosed herein are
     unaudited  with the exception of the  Consolidated  Balance Sheet at May 1,
     1999 and,  because of the  seasonal  nature of the business and the varying
     schedule of its special sales  efforts,  these results are not  necessarily
     indicative  of the  results  to be  expected  for the entire  year.  In the
     opinion  of  management,  the  interim  financial  statements  reflect  all
     adjustments, consisting of only normal recurring items, which are necessary
     for a fair  presentation  of the  results for the  periods  presented.  The
     accompanying  financial  statements  have been prepared in accordance  with
     GAAP and SEC guidelines applicable to interim financial information.  These
     statements  should be reviewed  in  conjunction  with the annual  report to
     shareholders for the year ended May 1, 1999. It is the Corporation's policy
     to  reclassify  certain  amounts in the prior year  consolidated  financial
     statements to conform with the current year presentation.


     Certain reclassifications of the January 30, 1999 financial statements have
     been made to reflect  the  Company's  fiscal 2000  discontinued  operations
     which are planned to be divested by the end of fiscal 2000 (as discussed in
     Note A above.)
<PAGE>
                                       8



                               GENESEE CORPORATION


Notes to Consolidated Financial Statements



NOTE (C) Inventories of continuing operations are summarized as follows:


                      Dollars in thousands

                                        January 29, 2000    May 1,1999

Finished goods                                 $ 4,415     $ 6,292
        Goods in process                             0       1,445
        Raw materials,
        containers and                           5,230       8,677
        packaging supplies
        Total inventories                      $ 9,645    $ 16,414


NOTE (D) The  Corporation's  consolidated  balance  sheet  includes  a  mortgage
     payable   with  a  remaining   principal   amount  due  of  $4.7   million,
     collateralized  by certain  land,  buildings  and  equipment.  The mortgage
     payable  bears  interest  at a fixed  rate of 6.49% per annum and  requires
     payments of principal and interest through 2008. The principal  payable for
     each  fiscal year  through  the year  ending May 1, 2004 is,  respectively,
     $82,000, $88,000, $93,000, $100,000 and $106,000.

     In addition,  the Corporation has a $10 million line of credit, which bears
     interest  at LIBOR  plus 70 basis  points.  This line of credit  expires in
     April 2000.  At January 29, 2000,  $10 million was  available for use under
     this instrument.

     In addition,  the Corporation  has a $1.7 million term note payable,  which
     bears  interest  at LIBOR plus 100 basis  points for an  effective  rate of
     6.25%.  Maturity of this note is eight years from draw down of funds, which
     is November 2007. At January 29, 2000,  $1.6 million was outstanding and $0
     was available for use under this instrument.


<PAGE>
                                       9


                               GENESEE CORPORATION


Notes to Consolidated Financial Statements


NOTE (E)   Restructuring Charge

          In the  second  quarter  of fiscal  2000,  the  Corporation's  brewing
          business (see Note A) recorded a  restructuring  charge of $1,771,000.
          This  restructuring  charge is related to costs associated with a work
          force reduction whereby  approximately 50 positions were eliminated as
          of January 29, 2000.  Also included in this  restructuring  charge are
          costs  associated  with  a  discontinued  package  configuration.  The
          remainder of the employee severance and termination benefits and other
          employee related costs will be paid prior to the end of fiscal 2000.


          The  restructuring  charge  and  its  utilization  are  summarized  as
          follows:
<TABLE>
          <S>                              <C>               <C>                             <C>

          ------------------------------------------------------------------------------------------------------------
                                         Fiscal 2000
                Description                 Charge           Utilized through 3rd Qtr.     To be utilized in future

          ------------------------------------------------------------------------------------------------------------
          ------------------------------------------------------------------------------------------------------------
          Employee severance and
          termination benefits         $   1,357,000          $     491,000                    $    866,000
          ------------------------------------------------------------------------------------------------------------
          ------------------------------------------------------------------------------------------------------------
          Other employee related costs        77,000                 18,000                          59,000
          ------------------------------------------------------------------------------------------------------------
          ------------------------------------------------------------------------------------------------------------
          Discontinued package costs         337,000                337,000                               0
          ------------------------------------------------------------------------------------------------------------
          ------------------------------------------------------------------------------------------------------------

          ------------------------------------------------------------------------------------------------------------
          ------------------------------------------------------------------------------------------------------------
                 Total                  $  1,771,000          $     846,000                  $      925,000
          ------------------------------------------------------------------------------------------------------------

</TABLE>

NOTE (F)   Segment Reporting

          With the planned divestiture of its brewing business (see Note A), the
          Corporation has three operating reportable segments:  food processing,
          leasing and real estate,  and corporate.  The food processing  segment
          produces dry side dish, bouillon, soup, drink mix and instant iced tea
          products  under  private  label  for  many  of the  country's  largest
          supermarket  chains.  The  leasing  and  real  estate  segment  leases
          construction,  transportation,  and  other  high-value  equipment  and
          machinery,  and partners with  experienced  real estate  developers to
          invest in  certain  properties.  The  corporate  segment  retains  the
          Corporation's   investments   in  marketable   securities   generating
          investment income as well as supporting corporate costs.

          The Corporation  evaluates  performance  based on operating  income or
          loss and earnings before income taxes.

          Intersegment  sales and transfers are not material and are  eliminated
          in  consolidation.  No single customer  accounted for more than 10% of
          revenues  and  the  Corporation's   international   revenues  are  not
          significant.

          The  Corporation's  reportable  segments,  other than  corporate,  are
          strategic  business units that offer different  products and services.
          They are managed  separately  because each business requires different
          technology and marketing strategies.

<PAGE>
                                       10


                               GENESEE CORPORATION


Notes to Consolidated Financial Statements

NOTE (F)   Segment Reporting (continued)


<TABLE>
Financial information for the Corporation's operating reportabl segments is as
follows:

<S>                                <C>            <C>         <C>            <C>            <C>           <C>
                                               Leasing
                                  Food           And                     Discontinued
For the thirteen               Processing     Real Estate    Corporate    Operations     Eliminations     Consolidated
week period Ended
January 29, 2000
---------------------------------------------------------------------------------------------------------------------------
Net revenues from external
 customers                     $ 11,218        $ 709            $   -                     $     -         $  11,927

Depreciation and amortization       703            -                -                           -               703
Operating income/(loss)             542          625             (148)                          -             1,019

Investment income                     -           92              533                        (380)              245

Earnings/(loss)before income
 taxes                              277          882              526                        (337)            1,348

Identifiable assets              54,140       34,349           11,755        11,900             -           112,144

Capital expenditures                810            -                -                           -               810

----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
For the thirteen
week period Ended
January 30, 1999
----------------------------------------------------------------------------------------------------------------------------
Net revenues from external
 customers                    $ 11,134      $    838          $     -                    $      -        $   11,972

Depreciation and amortization      538             -                -                           -               538

Operating income/(loss)            693           787             (164)                          -             1,316

Investment income                   21            78              702                        (551)              250

Earnings/(loss)before income
 taxes                             473         3,985            2,878                      (2,688)            4,648

Identifiable assets             55,453        37,777            3,382         50,512                        147,124

Capital expenditures                 6             -                -                           -                 6
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                       11





                               GENESEE CORPORATION


Notes to Consolidated Financial Statements

NOTE (F)   Segment Reporting (continued)
<TABLE>
<S>                                            <C>             <C>        <C>          <C>              <C>        <C>

                                                             Leasing
                                                Food           And                   Discontinued
        For the thirty nine week period      Processing    Real Estate   Corporate    Operations   Eliminations   Consolidated
        Ended January 29, 2000
        ------------------------------------------------------------------------------------------------------------------------
        Net revenues from external
        customers                                $ 33,060       $ 2,479   $     -                      $     -       $ 35,539

        Depreciation and amortization               2,031             -         -                            -          2,031
        Operating income/(loss)                       254         2,262      (532)                                      1,984
        Investment income                               -           250     1,631                       (1,201)           680
        Earnings/(loss) before income
        taxes                                        (595)        2,253    (1,292)                       1,757          2,123
        Identifiable assets                        54,140        34,349    11,755         11,900             -        112,144
        Capital expenditures                        3,417             -         -                            -          3,417

        ------------------------------------------------------------------------------------------------------------------------
        ------------------------------------------------------------------------------------------------------------------------
        For the thirty nine week period
        Ended January 30, 1999
        ------------------------------------------------------------------------------------------------------------------------
        Net revenues from external
        customers                                $ 30,520       $ 2,607     $   -                       $    -      $  33,127

        Depreciation and amortization               1,319             -         -                            -          1,319

        Operating income/(loss)                     1,608         2,463      (764)                           -          3,307

        Investment income                              21           243     3,045                       (1,650)         1,659
        Earnings/(loss) before income
        taxes                                       1,131         4,990     3,873                       (2,518)         7,476

        Identifiable assets                        55,453        37,777     3,382         50,512             -        147,124

        Capital expenditures                        2,690             -         -                            -          2,690


        ------------------------------------------------------------------------------------------------------------------------
        ------------------------------------------------------------------------------------------------------------------------
        (Dollars in thousands)
        ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                       12


                               GENESEE CORPORATION


Notes to Consolidated Financial Statements


NOTE (G)   Supplemental Cash Flow Information

          Cash paid for taxes was  $44,000 and  $67,000  for the  thirteen  week
          period ended January 29, 2000 and January 30, 1999, respectively; cash
          paid for interest  was  $146,000  and  $235,000 for the thirteen  week
          period ended January 29, 2000 and January 30, 1999, respectively.


          Cash paid for taxes was  $1,529,000  and  $771,000 for the thirty nine
          week period ended January 29, 2000 and January 30, 1999, respectively;
          cash paid for  interest  was $438,000 and $395,000 for the thirty nine
          week period ended January 29, 2000 and January 30, 1999, respectively.



NOTE (H) Subsequent Event - Chief Executive Officer's Retirement Agreement

          On March 2, 2000 the Corporation  entered into a retirement  agreement
          with  its  Chief  Executive   Officer.   Under  this  agreement,   the
          Corporation  will  pay  retirement  benefits  that  will  result  in a
          one-time  pre-tax  charge  against  fourth  quarter 2000 earnings from
          continuing operations of approximately $1.2 million.


<PAGE>
                                       13


                               GENESEE CORPORATION


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 contains  management's
     discussion  and analysis of the  Corporation's  results of  operations  and
     liquidity.  The  discussion of operating  results and liquidity and capital
     resources for fiscal 2000 and fiscal 1999 excludes the discontinued brewing
     business discussed in Note (A) to the accompanying  consolidated  financial
     statements.

CONTINUING OPERATIONS

Comparison of 13 weeks ended January 29, 2000 to 13 weeks ended January 30, 1999

          Consolidated net revenues from continuing  operations for the thirteen
     weeks ended January 29, 2000 were $11.9 million, a decrease of $45,000 from
     consolidated net revenues reported for the same period last year, primarily
     due to lower lease revenue at Genesee Ventures, Inc.

          On a consolidated  basis,  the Corporation  reported  operating income
     from  continuing  operations  of $1.0  million,  which was an  decrease  of
     $297,000 as compared to the same period last year,  also due  primarily  to
     the lower lease revenue at Genesee Ventures,  Inc. and a result of expenses
     incurred by the Foods Division  related to the  transitioning of production
     to the Medina, New York facility.

          On a  consolidated  basis,  the  Corporation  reported  earnings  from
     continuing  operations of $728,000,  or $.45 basic and diluted earnings per
     share, in the third quarter this year, compared to earnings from continuing
     operations of $2.7 million,  or $1.66 basic and diluted earnings per share,
     for the same period last year.  This decrease in earnings  from  continuing
     operations is primarily  related to a $3.4 million pre-tax gain realized by
     Genesee  Ventures,  Inc. in 1999 from the sale of its investment in Lloyd's
     Food  Products,  Inc.  during the third  quarter of fiscal 1999,  partially
     offset by significant  expenses  incurred by the Foods Division  related to
     the transitioning of production to the Medina, New York facility.

          The Corporation  reported a net loss from  discontinued  operations of
     $426,000,  net of a tax benefit of  $363,000,  or ($.26)  basic and diluted
     loss per share for the third quarter of fiscal 2000, compared to a net loss
     from discontinued operations of $939,000, net of a tax benefit of $799,000,
     or ($.58) basic and diluted loss per share for the same period last year.

<PAGE>
                                       14


                              GENESEE CORPORATION

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


Foods Division

          Net sales for the  Foods  Division  were  $11.2  million  in the third
     quarter of fiscal  2000,  compared to $11.1  million for the third  quarter
     last year.

          Gross profit for the Foods Division decreased $512,000 to $2.0 million
     in the third quarter of fiscal 2000, compared to $2.5 million for the third
     quarter last year. The decrease in gross profit was primarily  attributable
     to $477,000 of expenses incurred by the Foods Division in the third quarter
     of fiscal 2000 in transitioning production to the Medina, New York facility
     that the Foods Division  acquired in October 1998. The consolidation of all
     operations  at a single  location,  which  is  substantially  complete,  is
     expected to generate  efficiencies  and cost savings for the Foods Division
     going forward.

          The Foods  Division's  selling,  general and  administrative  expenses
     decreased  $296,000  to $1.4  million in the third  quarter of fiscal  2000
     compared to the same period last year.  This decrease is primarily a result
     of the elimination of duplicate administrative expenses of TKI Foods, Inc.

          The Foods Division recorded  operating income of $542,000 in the third
     quarter of fiscal 2000,  which was $151,000 less than the operating  income
     reported in the third  quarter last year  primarily as a result of expenses
     incurred by the Foods Division  related to the  transitioning of production
     to the Medina, New York facility.

          Other  expense  increased  $47,000 to $266,000 in the third quarter of
     fiscal 2000 as compared to the same period last year.


Genesee Ventures

          Genesee Ventures,  Inc., the Corporation's  equipment leasing and real
     estate investment subsidiary, reported operating income of $625,000 for the
     third  quarter  of  fiscal  2000,  which was  $162,000  less than the third
     quarter of fiscal 1999.  This  decrease  was  primarily a result of reduced
     lease revenue  associated  with the  maturation of certain leases that were
     not renewed or replaced.

          During the third  quarter of fiscal 2000,  Genesee  Ventures  recorded
     $407,000 that was associated with the sale of Genesee Venture's  investment
     in Lloyd's Food Products, Inc. during fiscal 1999. The initial gain of $3.4
     million on the sale was recorded during the third quarter of fiscal 1999.

          In  August  1999,  the  Corporation  approved  a plan to wind down its
     equipment  leasing business in light of changes in many of the factors that
     influenced the Corporation's decision to invest in equipment leasing. These
     factors include changes in the Corporation's capital requirements,  changes
     in  the  competitive  conditions  in  the  equipment  leasing  business,  a
     reduction in the tax advantages  generated by Cheyenne Leasing Company as a
     result of lower operating income from the  Corporation's  brewing business,
     and a decision by the Corporation's co-venturer in Cheyenne Leasing Company
     to phase out its involvement in the equipment leasing business.

          Under the wind down plan,  Cheyenne  Leasing Company will not fund any
     new leases  after  December  31,  1999 and will manage its  existing  lease
     portfolio to maximize lease revenues and residual income.  Based on current
     projections,  Cheyenne  Leasing  Company's  operating  income  is  expected
     decline as the remaining leases in Cheyenne's  portfolio mature.  The final
     leases are expected to mature during 2007.


<PAGE>
                                       15


                               GENESEE CORPORATION

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


Comparison of 39 weeks ended January 29, 2000 to 39 weeks ended January 30, 1999

          Consolidated year-to-date net revenues from continuing operations were
     $35.5 million,  an increase of $2.4 million from  consolidated net revenues
     reported  for the same  period  last year,  due to  increased  sales by the
     Corporation's Foods Division.

          On a consolidated  basis,  the Corporation  reported  operating income
     from  continuing  operations of $2.0 million,  which was a decrease of $1.3
     million as compared to the same period last year,  due  primarily  to costs
     associated  with  transitioning  of  production  to the  Medina,  New  York
     facility that the Foods Division acquired in October 1998.

          On  a  consolidated  basis,  the  Corporation  reported   year-to-date
     earnings from  continuing  operations  of $1.1  million,  or $.71 basic and
     diluted earnings per share, compared to earnings from continuing operations
     of $4.2  million,  or $2.59 basic and diluted  earnings per share,  for the
     same period last year.  This  decrease in earnings is primarily a result of
     the $3.4 million gain realized in the third quarter of fiscal 1999 from the
     sale of Genesee Ventures, Inc.'s investment in Lloyd's Food Products, Inc.

          The  Corporation  reported a year-to-date  net loss from  discontinued
     operations  of $1.8  million,  net of a tax  benefit  of $1.5  million,  or
     ($1.10)  basic and diluted  loss per share for the third  quarter of fiscal
     2000,  compared to a year-to-date net loss from discontinued  operations of
     $1.9 million,  net of a tax benefit of $1.6  million,  or ($1.17) basic and
     diluted loss per share for the same period last year.


<PAGE>
                                       16


                               GENESEE CORPORATION


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


Foods Division

          Net sales for the Foods Division were $33.1 million in the first three
     quarters of fiscal 2000, compared to $30.5 million for the same time period
     last year.  The increase in net sales was  primarily  attributable  to $4.0
     million in  year-to-date  sales of artificial  sweeteners and other private
     label food products of TKI Foods, Inc. and Spectrum Foods, Inc., which were
     acquired  by the  Corporation  during  the second  quarter of fiscal  1999.
     Partially  offsetting  the  increase  in net sales was lower than  expected
     sales of iced tea mix and side  dishes  due to  competitive  pressure  from
     branded label competitors.

          Side  dish  sales   continued  to  be  adversely   affected  by  heavy
     promotional  activity  by  the  major  branded  side  dish  producer.  This
     promotional  pricing has reduced the price spread  between the branded side
     dish line and the Foods  Division's  private label side dishes,  making the
     private label product less  attractive to consumers.  In addition,  another
     major  branded food  producer  recently  introduced a new line of side dish
     products  that will  compete  with both the  existing  brand leader and the
     Foods Division's  private label side dish line. This new side dish brand is
     being introduced with heavy promotional support and is expected to increase
     the competitive pressure on the Foods Division's private label business.

          Revenues and profit margins from iced tea mix sales declined,  largely
     as a result  of  previously  reported  efforts  by a large  Canadian  sugar
     refiner to displace the Foods Division's  private label iced tea mix in key
     chain accounts.  Although the Foods Division has not lost any key accounts,
     it had to reduce iced tea pricing to retain them. In addition,  the overall
     decline of this mature  category  resulted in lower unit sales in the first
     three  quarters.  The challenges  facing the Foods  Division's iced tea and
     side dish business are normal competitive pressures that affect products in
     the mature  stage of their life  cycle.  These  expected  product  maturity
     factors  underscore  the Foods  Division's  strategy  to expand its product
     offerings either through acquisition or internally developed new products.

          The  addition  of  bouillon  and  artificial  sweeteners  to the Foods
     Division's  product  line has helped to offset  lower iced tea mix and side
     dish  sales.  However,  the Foods  Division's  sweetener  business  faces a
     potential  competitive  threat from the  decision by the major  producer of
     branded  artificial  sweeteners  to  introduce  a  line  of  private  label
     artificial  sweeteners,  targeting  many of the Foods  Division's key chain
     accounts.  The Foods Division  reduced its sweetener prices to counter this
     potential  threat,  which is expected to reduce revenues and profit margins
     from the sweetener business. It is not clear what long term impact this new
     private label  sweetener line will have on the Foods  Division's  sweetener
     business  because the  producer  announced  on February 4, 2000 that it had
     reached an agreement to sell its packaged  sweetener  business  which could
     impact the efforts to displace the Foods Division from key accounts.


<PAGE>
                                       17



                               GENESEE CORPORATION


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


          Gross profit for the Foods Division decreased $555,000 to $5.6 million
     in the first three  quarters of fiscal  2000,  compared to $6.2 million for
     the  same  time  period  last  year.  The  decrease  in  gross  profit  was
     attributable  to lower sales of iced tea mix,  side  dishes,  bouillon  and
     artificial  sweeteners.  Also  contributing to the decrease in gross profit
     was $1.5  million of expenses  incurred by the Foods  Division in the first
     three  quarters of fiscal 2000 in  transitioning  production to the Medina,
     New York facility  that the Foods  Division  acquired in October 1998.  The
     consolidation   of  all   operations  at  a  single   location,   which  is
     substantially  complete,  is  expected to  generate  efficiencies  and cost
     savings for the Foods Division going forward.

          The Foods  Division's  selling,  general and  administrative  expenses
     decreased  $54,000 in the first three  quarters of fiscal 2000  compared to
     the same period last year.

          The Foods Division recorded  operating income of $254,000 in the first
     three  quarters  of  fiscal  2000,  which  was $1.3  million  less than the
     operating  income  reported in the first three  quarters of last year which
     was a result of the transitioning expenses mentioned above.

          Other  expense  increased  $374,000  to  $850,000  in the first  three
     quarters of fiscal  2000 as  compared  to the same  period last year.  This
     increase is  primarily  the result of  $221,000 of interest  expense on the
     mortgage and term loan pertaining to the Medina facility.


Genesee Ventures

          Genesee Ventures,  Inc., the Corporation's  equipment leasing and real
     estate investment subsidiary, reported operating income of $2.3 million for
     the first three  quarters of fiscal 2000,  which was $201,000 less than the
     first three quarters of fiscal 1999. The lower income for Genesee Ventures,
     Inc. was primarily  the result of reduced  lease revenue as certain  leases
     mature and are not  renewed or  replaced  during the wind down of  Cheyenne
     Leasing Company.

          In  August  1999,  the  Corporation  approved  a plan to wind down its
     equipment  leasing business in light of changes in many of the factors that
     influenced  the  Corporation's  decision  to invest in  equipment  leasing,
     including changes in the Corporation's capital requirements, changes in the
     competitive  conditions in the equipment leasing  business,  a reduction in
     the tax  advantages  generated by Cheyenne  Leasing  Company as a result of
     lower  operating  income from the  Corporation's  brewing  business,  and a
     decision by the  Corporation's  co-venturer in Cheyenne  Leasing Company to
     phase out its involvement in the equipment leasing business.

          Under the wind down plan,  Cheyenne  Leasing Company will not fund any
     new leases  after  December  31,  1999 and will manage its  existing  lease
     portfolio to maximize lease revenues and residual income.  Based on current
     projections,  Cheyenne  Leasing  Company's  operating income is expected to
     decline as the remaining leases in Cheyenne's portfolio mature.

          Genesee Ventures, Inc. earnings before taxes decreased $2.7 million to
     $2.3 million as compared to $5.0 million for the same period last year. The
     decrease in earnings was primarily due to the $3.4 million gain  recognized
     in the third  quarter of fiscal  1999  associated  with the sale of Genesee
     Ventures'  investment in Lloyd's Food Products,  Inc.  offset by a $602,000
     gain  recognized  during the first three  quarters of fiscal 2000 which was
     also  associated  with  the  sale  of  the  Lloyd's  Food  Products,   Inc.
     investment.

<PAGE>
                                       18


                               GENESEE CORPORATION



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


LIQUIDITY AND CAPITAL RESOURCES (from continuing operations)

          Cash and cash equivalents and marketable securities showed very little
     change  from May 1, 1999 to January  29,  2000.  Cash and cash  equivalents
     totaled  $5.8  million at January 29,  2000 and at May 1, 1999.  Marketable
     securities totaled $7.8 million at January 29, 2000 and $8.0 million at May
     1, 1999.

          Net trade accounts receivable  decreased by $6.1 million of which $6.6
     million relates to the  discontinued  brewing business which is included in
     the balance at May 1, 1999.  The increase of $440,000  from the May 1, 1999
     balance is primarily  attributable  to increased  sales volume at the Foods
     Division.

          Inventories  decreased by $6.8 million,  of which $5.4 million relates
     to the discontinued  brewing business and is included in the balance at May
     1, 1999.  Inventories were further decreased by $1.4 million,  which is the
     result of a concerted effort by the Foods  Division's  management to reduce
     inventory levels of that subsidiary.

          Net property, plant and equipment decreased by $24.8 million, of which
     $26.9  million  relates  to the  discontinued  brewing  business  which  is
     included  in the  balance at May 1, 1999.  The  remaining  increase by $2.1
     million  from May 1, 1999 to  January  29,  2000 is  primarily  a result of
     capital  additions to the Foods  Division  facility in Medina,  New York as
     well as other Foods Division acquisitions of property,  plant and equipment
     being offset by normal depreciation and amortization of such assets.

          Investments in direct  financing and leveraged  leases  decreased $3.1
     million from May 1, 1999 as a result of a large  number of leases  maturing
     and not being replaced with new leases as Cheyenne  Leasing  Company is not
     actively seeking new leasing opportunities and is in a wind down phase.

          Current  liabilities  decreased $17.4 million,  of which $14.0 million
     relates to the  discontinued  brewing  business  which is  included  in the
     balance at May 1, 1999.  The  remaining  $3.4  million  decrease in current
     liabilities is the result of the  satisfaction  of the $3.0 million line of
     credit  that was paid down in the third  quarter of fiscal  2000,  $792,000
     less in accounts  payable due to timing of  payments,  $1.2 million less in
     income taxes payable due to  significant  estimated tax payments being made
     during the second  quarter of fiscal  2000,  $1.4  million  less in accrued
     compensation  and other  accrued  expenses due to certain  accrued  amounts
     related to the  acquisition of TKI Foods,  Inc. having been paid off during
     the first  three  quarters of fiscal  2000,  offset by  approximately  $3.0
     million of discontinued operation balance sheet  reclassifications  related
     to deferred income tax liabilities and net liabilities held for disposal.

          Notes payable increased $1.6 million net of repayments due to the draw
     down of funds on a multiple disbursement term note, which is being used for
     renovation of the Foods Division's new production  facility in Medina,  New
     York.

          The Corporation is re-evaluating its capital resources in light of its
     decision to sell the assets of its  brewing  business  and the  decision to
     wind  down  its  equipment  leasing  business.  Until  this  evaluation  is
     completed,  the  Corporation is not actively  searching for new acquisition
     opportunities  for  its  Foods  Division,  instead  devoting  resources  to
     completing  the  transition of the Foods  Division to its Medina,  New York
     production facility and internal  development of new private label products
     and extensions of existing product lines.



<PAGE>
                                       19


                               GENESEE CORPORATION



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



          In  connection  with the  decision  to sell the assets of its  brewing
     business  and  the  wind  down  of  its  equipment  leasing  business,  the
     Corporation is evaluating its projected cash flows,  capital  resources and
     liquidity requirements. As part of this assessment, the Corporation's Board
     of Directors is reviewing the  Corporation's  dividend  policy to determine
     whether   shareholder   value   would  be  enhanced  by  a  change  in  the
     Corporation's current policy of regular and special dividend payments.


Year 2000

          The year 2000 issue was the result of computer  hardware  and software
     systems and other  equipment  with embedded  chips or processors  that used
     only two digits  rather  than four to  represent  the year.  Time-sensitive
     software  could have  recognized  a date using "00" as the year 1900 rather
     than 2000.  These  systems  could have failed to operate or could have been
     unable to process data  accurately as a result of this flaw.  The year 2000
     issue  could have  arisen at any point in the supply  chain,  manufacturing
     process,  distribution  channels or information systems of the Corporation,
     its subsidiaries and third parties with which it does business.

          The Corporation  assembled a task force and developed a formal plan to
     ensure that all of its  significant  date-sensitive  computer  software and
     hardware systems and other equipment utilized in its various manufacturing,
     distribution and administration activities would be Year 2000 compliant and
     operational on a timely basis. The plan also included an assessment process
     to determine  that the  Corporation's  significant  customers and suppliers
     would also be Year 2000 compliant.

          The  Corporation  utilized  both  internal and  external  resources to
     achieve Year 2000  preparedness.  The total cost to the Corporation and its
     subsidiaries for Year 2000 preparedness was approximately $1.7 million. The
     Corporation and its  subsidiaries  encountered no  difficulties  associated
     with the Year 2000  issue and did not have to  activate  any of their  Year
     2000 contingency plans. The Corporation does not anticipate any substantive
     problems related to this issue going forward.


<PAGE>
                                       20


                               GENESEE CORPORATION

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 may include
     statements  about the operations and prospects for the  Corporation and its
     subsidiary businesses,  and statements about industry trends and conditions
     that may affect the  performance or financial  condition of the Corporation
     and its subsidiary  businesses.  These  forward-looking  statements involve
     significant  risks and  uncertainties  that could cause  actual  results to
     differ materially from those expressed in or implied by the statements. The
     most  important  factors that could cause actual results to differ from the
     expectations  stated in these  forward-looking  statements  include,  among
     others,  the  inability to complete or the delay in the sale of the brewing
     business on satisfactory  terms; a shift in consumer  preferences away from
     store-brand,  private  label  food  products;  increased  competition  from
     branded food product producers that might adversely affect sales of private
     label  products;  continued  price  promotion  by the major side dish brand
     which is adversely  impacting sales of the Foods  Division's  private label
     side dish products; continued price competition from low cost imported iced
     tea producers and the  possibility  that the Foods Division may not be able
     to  source  sufficient  supply  of low  price  sugar  to  produce  a  price
     competitive private label iced tea product;  the possibility that the Foods
     Division might not achieve the expected  synergies from the  integration of
     TKI Foods and Spectrum Foods and relocation of all operations into a single
     facility in Medina New York;  and the  possibility  that  Cheyenne  Leasing
     Company may not achieve the residual value  projected for equipment  coming
     off leases as Cheyenne's lease portfolio matures.



<PAGE>
                                       21


                               GENESEE CORPORATION



PART II.  OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits.   The following exhibit is attached to this report:

Exhibit 10-1 - Severance Agreement and General Release with C.S. Wehle.

Exhibit 10-2 - Employment Agreement with S.T. Hubbard, Jr.

               (b) Reports on Form 8-K. The  Corporation  filed a report on Form
               8-K on  December  17,  1999  to  report  the  announcement  of an
               agreement by Genesee Brewing Company to sell substantially all of
               its assets to the owners of City Brewing Company.



                                   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:   03/09/00                  /s /Samuel T. Hubbard, Jr.
                               Samuel T. Hubbard, Jr.
                               President and Chief Executive Officer



Date:   03/09/00                /s / John B. Henderson
                               John B. Henderson
                               Senior Vice President and Chief Financial Officer



<PAGE>
                                       22


                               GENESEE CORPORATION


                                  EXHIBIT INDEX


Exhibit Number                          Exhibit                             Page

10-1                   Severance Agreement and General Release                23
                       dated December 15, 1999 between the
                       Corporation and Charles S. Wehle

10-2                   Employment Agreement dated December 15, 1999           26
                       between the Corporation and Samuel T. Hubbard, Jr.


<PAGE>
                                       23
                                                                    EXHIBIT 10-1

                     Severance Agreement and General Release

          In recognition of the many years of dedicated service Charles S. Wehle
     has rendered to Genesee  Corporation  and its wholly owned  subsidiary  The
     Genesee  Brewing  Company,  Inc.  (hereinafter  referred to collectively as
     "Genesee"),  and in recognition  of his  substantial  contributions  to the
     growth and success of Genesee, the parties wish to enter into the following
     Severance Agreement and General Release.


          Charles S. Wehle (the  "Executive")  will resign as  President  of The
     Genesee Brewing  Company,  Inc. on January 15, 2000 but will continue to be
     employed by Genesee on an interim basis,  rendering services as needed from
     time to time. On May 15, 2000,  Executive will terminate active  employment
     with Genesee.


I.   Compensation  and Benefits.  The following  payments and benefits  shall be
     provided to Executive:

     A.   Base Salary.  Executive's current base salary of $206,000 will be paid
          through May 15, 2000.

     B.   Retirement  Incentive  Payments.  In exchange for Executive's  general
          release,  as described in section III of this Agreement,  Genesee will
          make the following retirement incentive payments to Executive:

           1.   $250,000, less the amount of normal salary paid from January 15,
                2000 through May 15, 2000, to be paid on May 15, 2000;

           2.   $250,000 to be paid on January 1, 2001.

     C.   Perquisites.  Executive shall be entitled to all existing  perquisites
          through May 15, 2000.

     D.   Taxation.  Executive acknowledges and agrees that all payments made to
          Executive  pursuant to this  Agreement are gross  amounts,  subject to
          applicable  federal  and  state  tax  withholding  and  reporting,  as
          required.

II.  Employee  Benefit  Plans.  This  Agreement  shall not  affect the amount of
     Executive's  vested  benefits under the employee  benefit plans in which he
     participates. In accordance with the plan terms, Executive shall be treated
     as an active  employee  under the  benefit  plans in which he  participates
     until May 15, 2000. After Executive terminates active employment on May 15,
     2000, he shall be treated as a retired participant under the benefit plans,
     including the Genesee  Corporation  1992 Stock Plan ("Stock  Option Plan"),
     and he shall be entitled to all the rights of a retired  participant  under
     the terms of those plans.

     A.   Profit  Sharing  Plan.  Executive  will  participate  in  the  Genesee
          Corporation  Profit  Sharing  Retirement  Plan  through  the plan year
          ending April 30, 2000.
<PAGE>
                                       24


     B.   Executive Benefit Plans.  Executive will continue to participate as an
          active employee in the following executive benefit plans, according to
          the terms of those plans, until May 15, 2000:

          1.   Genesee  Corporation 1986 Incentive Bonus Plan ("Incentive  Bonus
               Plan");

          2.   Genesee  Corporation  Stock Bonus Incentive Program ("Stock Bonus
               Plan");

          3.   Genesee    Corporation   Benefit   Restoration   Plan   ("Benefit
               Restoration Plan"); and

          4.   Stock Option Plan.

      C.   Welfare Benefit Plans.

          1.   Life  Insurance.  Executive  may  participate  in the Group  Life
               Insurance  Plan until May 15,  2000.  Thereafter,  Executive  may
               convert his group policy at his own expense.

          2.   Medical,  Dental, and Disability Plans. Executive may participate
               in Genesee's  medical,  dental, and disability plans as an active
               employee until May 15, 2000.

III.  General Release.

     A.   Release.  In exchange for Genesee  entering  into this  Agreement  and
          making the payments  referred to above,  Executive waives and releases
          any  and  all  rights  or  claims  that he has  against  Genesee,  its
          affiliated companies, or any of their respective officers,  directors,
          agents,  employees,  successors  or assigns.  The rights and claims so
          waived and  released  shall  include,  but are not limited  to,  those
          arising  under  local,  state and  federal  statutory  or  common  law
          (including claims of breach of contract and wrongful  discharge),  and
          any law relating to sex, age, race,  religious,  handicap, or national
          origin discrimination (including, but not limited to, any claims under
          the Age  Discrimination  in  Employment  Act (ADEA),  Title VII of the
          Civil  Rights Act of 1964,  the New York  Human  Rights  Law,  and the
          Employee Retirement Income Security Act (ERISA)).

      B.   Knowing and Voluntary Waiver. Executive is advised to consult with an
           attorney prior to executing this Agreement. By signing this
           Agreement, Executive acknowledges that he was afforded a period of at
           least twenty-one (21) days within which to consider this Agreement,
           that he has had sufficient opportunity to consult with the advisors
           of his choice, and that he has freely, knowingly, and voluntarily
           entered into this Agreement.

IV.   Other Terms of the Agreement.

     A.   Indemnification.   Genesee  shall  indemnify  Executive  for  services
          rendered to Genesee to the full extent provided by law.  Genesee shall
          reimburse  all costs and  attorney's  fees  incurred by  Executive  in
          connection with such indemnification matters.
<PAGE>
                                       25


     B.   Disparaging Remarks.  Executive agrees not to make disparaging remarks
          about Genesee, its products, or employees,  provided that he shall not
          be prevented from speaking truthfully about Genesee. Genesee agrees to
          not make  disparaging  remarks  about  Executive,  but it reserves the
          right to speak truthfully concerning Executive.

     C.   Entire  Agreement.  There are no  understandings  between  the parties
          regarding  this  Agreement,  or its  subject  matter,  other  than  as
          specifically   set  forth  in  this   Agreement.   Any  prior  offers,
          understandings,  and  agreements  regarding the subject matter of this
          Agreement are superseded by this  Agreement.  This Agreement shall not
          be  amended  except  in a  writing  signed  by  Executive  and a  duly
          authorized representative of Genesee.

     D.   Revocation.  Executive may revoke this Agreement  during the seven (7)
          days following the execution of this Agreement.  Unless revoked,  this
          Agreement  shall become  effective and  enforceable  on the eighth day
          after it is executed by Executive.


      /s/ Charles S. Wehle                       December 15,   1999
      Charles S. Wehle                                 (Date)



      Genesee Corporation

      By:

      /s/ Samuel T. Hubbard, Jr.                 December 15,   1999
      Samuel T. Hubbard, Jr.                            (Date)
      President and Chief Operating Officer



<PAGE>
                                       26

                                                                    EXHIBIT 10-2

                              EMPLOYMENT AGREEMENT


     This EMPLOYMENT  AGREEMENT (the "Agreement")  effective as of June 18, 1999
(the "Effective Date"), between GENESEE CORPORATION, a New York corporation (the
"Genesee"),  THE GENESEE  BREWING  COMPANY,  INC., a New York  corporation  (the
"Brewery" and together with Genesee, the "Company"),  and SAMUEL T. HUBBARD, JR.
(the "Executive").

                                 PRELIMINARY STATEMENTS:

     A.  The  Genesee  Board  of  Directors  (the  "Board")  and its  Management
Continuity  Committee  (the "MCC") have approved the engagement of the Executive
as Genesee's  President and Chief  Operating  Officer and as the Brewery's Chief
Executive  Officer,  subject to the execution and delivery of this  Agreement by
the parties hereto.

     B. The  Executive is willing to serve in these  capacities on the terms and
conditions hereinafter set forth.

                                   PROVISIONS:

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants set
forth herein, the parties agree as follows:

     1.  Employment.  The Company  hereby agrees to employ the Executive and the
Executive  hereby agrees to serve the Company,  on the terms and  conditions set
forth in this Agreement.

     2. Term of Agreement.  Subject to the terms and conditions hereof, the term
of the  Executive's  employment  pursuant to this  Agreement  (the "Term") shall
commence on the  Effective  Date and shall  continue in effect  through June 18,
2001; provided,  however, that on June 18, 2001 and on the 18th day of each June
thereafter,  the Term shall be automatically extended for an additional one-year
period unless, at least ninety (90) days or more prior to such date, the Company
or the Executive shall have given written notice to the other party stating that
the Term shall not be so extended.

      3.   Position and Duties.

          (a) During the Term,  the  Executive  shall serve as the President and
     Chief Operating Officer of Genesee and shall have powers and authority with
     respect to Genesee's  business and affairs superior to any other officer or
     employee of Genesee other than Genesee's  Chief Executive  Officer.  During
     the Term, the Executive shall also serve as the Chief Executive  Officer of
     the  Brewery  and shall  have  powers  and  authority  with  respect to the
     Brewery's business and affairs superior to any other officers or employees.
     The Executive shall also have such other powers and duties as may from time
     to time be delegated to him by the Board, provided that such duties are not
     inconsistent  with his present  duties and with the  Executive's  position.
     Notwithstanding  the foregoing,  the Executive shall report directly to the
     Board.  The Executive  shall devote  substantially  his whole working time,
     efforts and  attention to the  business and affairs of the Company  (except
     for  vacation  time,   absence  for  sickness  or  similar  disability  and
     engagement  in the  activities  permitted  under Section 7(a) to the extent
     permitted thereunder) and shall carry out his duties honestly,  diligently,
     in good faith and in the best interests of the Company.

          (b) To the extent  permitted by law and the  Company's  organizational
     documents,  during the Term,  the Board shall either vote,  or recommend to
     the  shareholders  of the Company that they vote, as  appropriate,  at each
     shareholders'  meeting at which the  Executive's  position as a director of
     Genesee is voted on to continue the  Executive as a director.  In addition,
     the Executive shall be elected to the Board of Directors of each subsidiary
     of Genesee and to the position of Vice Chairman of the Brewery's Board.

     4. Place of Performance.  In connection with his employment by the Company,
the Executive shall be based at the Company's principal  executive offices.  The
Company shall not,  without the written  consent of the  Executive,  relocate or
transfer its principal executive offices outside Monroe County, New York.

     5.  Compensation and Related  Matters.  Subject to the terms and conditions
herein,  during the Term,  the  Executive  shall be  entitled  to the  following
compensation and benefits:
<PAGE>
                                       27


          (a) Base  Salary.  From the  Effective  Date until  June 18,  2001 the
     Executive  shall  receive a base salary at the annual rate no less than the
     Executive's  current  annual  salary  (the "Base  Salary")  which  shall be
     payable in accordance with the Company's payroll practices.  Following June
     18,  2001,  the Base Salary may be  increased on an annual basis during the
     remainder of the Term to such greater  amount as shall be determined by the
     MCC, in its sole and absolute discretion. The Base Salary payable hereunder
     shall be reduced to the extent that the Employee  elects to defer such Base
     Salary  under  the  terms of any  deferred  compensation  or  savings  plan
     maintained or established by the Company,  provided that any such reduction
     of the Base  Salary  shall  not be  taken  into  account  for  purposes  of
     calculating the Annual Bonus (defined below).

          (b) Annual Bonus. In addition to the Base Salary,  the Executive shall
     be eligible to receive an annual bonus (the "Annual Bonus") for each fiscal
     year of Genesee up to a maximum of fifty  percent  (50%) of his Base Salary
     for such fiscal year.  The MCC shall have sole and absolute  discretion  to
     determine  whether an Annual  Bonus will be awarded for any fiscal year and
     the amount of the Annual Bonus to be paid. Any Annual Bonus approved by the
     MCC shall be due and  payable  within  sixty (60) days after the end of the
     Company's fiscal year for which such bonus is awarded.

          (c)  Stock  Option.  Simultaneously  with the  execution  hereof,  the
     Company and Executive will enter into a stock option agreement (the "Option
     Agreement")  providing for the grant to Executive of a non-qualified  stock
     option  (the  "Option")  to  purchase up to the number of shares of Genesee
     Class B common stock as approved by the MCC on their 9/2/1999  meeting (the
     "Option Shares").  The Option will be issued pursuant to the Company's 1992
     Stock  Option  Plan (the  "1992  Plan")  and will be  subject  to the terms
     thereof and shall have the following additional terms.

          (i) The Option shall have an exercise price of $25.31 per share.

          (ii) The Option shall have a ten (10) year term,  but shall  terminate
     no  later  than  one (1)  year  after  the  date of  Executive's  death  or
     termination  of  employment  or  service;   provided,   however,   that  if
     Executive's  employment is terminated for Cause, as defined in Section 9(c)
     hereof, the Option shall terminate if not exercised within thirty (30) days
     following the Date of Termination, as defined in Section 9(g).

          (iii)The  Option  shall be fully  vested  as of the  execution  of the
     Option  Agreement  by the Company with respect to the purchase of up to 25%
     of the Option  Shares.  The Option shall vest and be or become  exercisable
     with  respect  to the  remaining  Option  Shares as  follows so long as the
     Executive remains employed hereunder on the applicable vesting date:

                    (A) The  Option  shall  vest  and  become  exercisable  with
               respect to an additional  25% of the Option Shares if at any time
               during the term of the Option,  the Closing  Price for the Common
               Stock for any thirty (30)  consecutive  trading  days (a "Trading
               Period" ) shall be not less than $30 for each  trading day during
               the Trading Period;

                    (B) The  Option  shall  vest  and  become  exercisable  with
               respect to an additional  25% of the shares if at any time during
               the term of the Option,  the Closing  Price for the Common  Stock
               for any Trading  Period is not less than $35 for each trading day
               during the Trading Period;

                    (C) The  Option  shall  vest  and  become  exercisable  with
               respect to an additional  25% of the shares if at any time during
               the term of the Option,  the Closing  Price for the Common  Stock
               for any Trading  Period is not less than $40 for each trading day
               during the Trading Period; and

                    (D) all other vesting  shall be in accordance  with Sections
               9(c), (d) and (e).

     In  the  event  of  any  stock  split,   reverse  stock  split  or  similar
recapitalization, the Closing Prices set forth in Sections 5(c)(iii)(A), (B) and
(C)  shall be  equitably  adjusted  by the MCC so that the  Executive's  vesting
rights under these subsections is no worse than it was immediately prior to such
transaction.  The MCC  shall  give  the  Executive  written  notice  of any such
adjustment.

     Notwithstanding  the  foregoing,  vesting with respect to any Closing Price
shall occur only once for any  Closing  Price  (i.e.,  $30,  $35 and $40).  (For
example,  after the Option has vested with  respect to  5(c)(iii)(A)  the Option
shall  not vest with  respect  to any  additional  Option  Shares if during  any
subsequent  Trading  Period the Closing  Price  exceeds $30 for each trading day
during  the  Trading  Period  unless  Section   5(c)(iii)(B)  or  (C)  applies).
Similarly,  once Option Shares are vested pursuant to Section 5(iii)(A),  (B) or
(C), they shall not become unvested  solely as a result of a subsequent  decline
in the Closing Price.  Except as otherwise  provide in Section 9, any portion of
the Option which is unvested as of the Date of  Termination or the expiration of
the Term will be forfeited immediately upon such termination or expiration.
<PAGE>
                                       28


     (iv) The Option shall have such other terms and conditions as the MCC deems
appropriate  and which are consistent  with the 1992 Plan. The Option  Agreement
shall be in a form approved by the MCC.

          (d) Expenses.  Upon the submission of supporting  documentation by the
     Executive,  the Company shall  reimburse  the Executive for all  reasonable
     expenses  actually  paid or incurred by the Executive in the course of, and
     pursuant to the business of, the Company, including expenses for travel and
     entertainment.

          (e) Other Benefits.  The Executive shall be entitled to participate in
     all non-stock or non-equity  based employee  benefit plans or  arrangements
     made available to all of the Company's  senior  management or key employees
     from time to time,  subject  to and on a basis  consistent  with the terms,
     conditions and overall  administration  of such plan or  arrangement.  Such
     plans and arrangements shall include,  without limitation,  all pension and
     retirement plans,  supplemental  pension and retirement plans,  savings and
     profit sharing plans,  life  insurance  policies,  officers' and directors'
     liability  insurance  policies,  life insurance  plans,  medical and health
     insurance plans, disability plans, dental plans,  health-and-accident plans
     or similar plans or  arrangements.  Nothing paid to the Executive under any
     plan or  arrangement  presently  in effect or made  available in the future
     shall be  deemed to be in lieu of the Base  Salary or any other  obligation
     payable  to  the  Executive  pursuant  to  this  Agreement.  The  Executive
     expressly  acknowledges  that  except for the Option  described  in Section
     5(c),  he shall  not be  entitled  to,  and he  shall  not  participate  in
     Genesee's  1986  Incentive  Bonus Plan, as amended,  Genesee's  Stock Bonus
     Program or the 1992 Plan or any other stock or equity based program adopted
     by Genesee or the Brewery as of and after the Effective Date.

          (f) Vacation.  The  Executive  shall be entitled to not less than four
     (4) weeks  vacation in any calendar  year  (prorated  in any calendar  year
     during which the Executive is employed  under this  Agreement for less than
     the entire year in accordance with the number of days in such calendar year
     during which he is so employed).  The  Executive  shall also be entitled to
     all paid holidays given by the Company to its senior executive officers.

          (g) Automobile  Expense. In recognition of the necessity of the use of
     an  automobile  to  the  efficient  and  expeditious   performance  of  the
     Executive's  services,  duties  and  obligations  to and on  behalf  of the
     Company,  the Company shall pay to the Executive an automobile allowance of
     $700 per month, payable in advance of each month.

          (h) Profit Sharing Plan Restoration. During the first twenty-four (24)
     months of the Term,  the Company  shall pay to  Executive  an amount  which
     shall  equal the  amount  that would  have been  credited  to him under the
     Company's  profit sharing plan had he qualified for such plan together with
     an amount which shall equal the combined Federal and state taxes associated
     with such payment using the highest  combined  federal and state tax rates.
     Such  payments  shall be made at or about the time that  contributions  are
     made to the Company's profit sharing plan.

          (i) Club  Memberships.  During the Term,  the Company shall pay all of
     the Executive's fees, dues and membership  assessments of those clubs which
     Executive  belongs to on the date hereo.  The Company shall also  reimburse
     the  Executive  for all  reasonable  expenses  incurred at such  club(s) on
     behalf of the Company.

          (k) Legal Fees.  Promptly  following the execution of this  Agreement,
     the Company shall reimburse the Executive for the reasonable  legal fees he
     incurred in connection  with the review,  negotiation and execution of this
     Agreement.

      7.   Restrictive Covenants.

               (a) Certain Activities During  Employment.  Except with the prior
          written  consent of the MCC,  the  Executive  will not during the Term
          undertake or engage in any other  employment,  occupation  or business
          enterprise  other  than  one in which he is an  inactive  investor  as
          described  below.  This provision  shall not be deemed to preclude (i)
          the  Executive  from serving on the board of directors of a reasonable
          number  of other  corporations,  or (ii)  membership  in  professional
          societies or trade  associations  or lecturing  or the  acceptance  of
          honorary  positions,   in  all  cases,  that  are  incidental  to  his
          employment by the Company and which are not adverse or antagonistic to
          the Company,  its business or prospects,  financial or otherwise.  The
          Executive will also not acquire, assume or participate in, directly or
          indirectly,   any  position,   investment   or  interest   adverse  or
          antagonistic to the Company,  its business or prospects,  financial or
          otherwise,  or take any action towards any of the foregoing.  Further,
          during the Term,  except on behalf of the Company or its subsidiaries,
          the Executive will not, directly or indirectly, whether as an officer,
          director,  employee,  stockholder,   partner,  proprietor,  associate,
          representative  or  otherwise,  become or be  interested  in any other
          person,  corporation,  firm,  partnership  or other entity  whatsoever
          which  directly  competes  with the  Company  or any of its  direct or
<PAGE>
                                      29

          indirect  subsidiaries,  in any  part  of the  world,  in any  line of
          business  engaged  in by any  such  entities  (or in  which  any  such
          entities have made plans to be engaged in);  provided,  however,  that
          anything above to the contrary notwithstanding,  Executive may own, as
          an inactive  investor,  securities of any competitor  corporation,  so
          long as his  holdings  in any one such  corporation  shall  not in the
          aggregate constitute more than one percent (l%) of the voting stock of
          such corporation.

               (b)  Unauthorized  Disclosure.  During the Term and for a two (2)
          year period  thereafter,  the Executive shall not, without the written
          consent of the Board or a person authorized  thereby,  disclose to any
          person, other than an employee of the Company (or its subsidiaries) or
          a person to whom disclosure is reasonably  necessary or appropriate in
          connection  with the  performance by the Executive of his duties as an
          executive of the Company, any confidential information obtained by him
          while  in  the  employ  of  the  Company  with  respect  to any of the
          Company's  customers,  suppliers,  creditors,  lenders  or  investment
          bankers or methods of brewing,  distribution  or marketing;  provided,
          however,   that   confidential   information  shall  not  include  any
          information  known  generally to the public (other than as a result of
          unauthorized disclosure by the Executive) or any information of a type
          not otherwise  considered  confidential by persons engaged in the same
          business or a business similar to that conducted by the Company.

               (c) Non-Solicitation of Employees.  While employed by the Company
          and for a period of two (2) years thereafter, the Executive shall not,
          directly or  indirectly,  for himself or for any other  person,  firm,
          corporation,  partnership,  association  or other  entity,  attempt to
          employ or enter into any contractual  arrangement with any employee or
          former  employee  of the  Company  or any of its  direct  or  indirect
          subsidiaries,  unless such  employee or former  employee  has not been
          employed by any such entity for a period in excess of six (6) months.

               (d) Books And Records. All books,  records,  accounts and similar
          repositories  of  confidential  information  of the  Company,  whether
          prepared by the  Executive  or otherwise  coming into the  Executive's
          possession,  shall be the exclusive  property of the Company and shall
          be  returned  immediately  to  the  Company  on  termination  of  this
          Agreement or on the Company's request at any time.

               (e) Injunction.  It is recognized and hereby  acknowledged by the
          Company and the Executive that a breach by the Executive of any of the
          agreements  contained in this Section 7 may cause  irreparable harm or
          damage to the Company,  or its  subsidiaries,  the monetary  amount of
          which may be  virtually  impossible  to  ascertain.  As a result,  the
          Executive  and the  Company  agree  that  the  Company  and any of its
          subsidiaries shall be entitled to an injunction issued by any court of
          competent   jurisdiction   enjoining  and   restraining  any  and  all
          violations  of such  agreements  by the  Executive or his  associates,
          affiliates,  partners or agents,  and that such right to an injunction
          shall be  cumulative  and in addition to whatever  other  remedies the
          Company may possess.

      8.   Termination.

               (a) Termination  Events.  The Executive's  employment  under this
          Agreement shall be terminable as follows:

                (i)  Death.  By the Company upon the Executive's death.

               (ii)  Disability.  By  the  Company,  if,  as  a  result  of  the
          Executive's  incapacity due to physical or mental illness  ("Permanent
          Disability"),  the Executive shall be unable to substantially  perform
          his duties under this  Agreement for three (3)  consecutive  months as
          determined by a medical doctor retained by Genesee,  and within thirty
          (30) days after written Notice of Termination (defined below) is given
          (which  notice may only be given after the end of such three (3) month
          period),  the Executive  shall not have returned to the performance of
          his duties under this Agreement.

               (iii)For Cause. By the Company,  for Cause.  For purposes of this
          Agreement,  "Cause" shall mean (A) repeated and persistent  neglect or
          refusal by the  Executive  to  substantially  perform his duties under
          this  Agreement  (other  than  any  such  failure  resulting  from the
          Executive's  incapacity due to Permanent  Disability),  after a demand
          for substantial performance is delivered to the Executive by the Board
          stating the manner in which the Company believes the Executive has not
          substantially  performed  his  duties,  and the  Executive  shall have
          failed to resume substantial  performance of such duties within thirty
          (30) days of receiving such demand,  (B) the engaging by the Executive
          in criminal conduct  (including  embezzlement and criminal fraud), (C)
          the  commission by the Executive of a felony,  or a misdemeanor  which
          impairs the Executive's  ability  substantially  to perform his duties
          with  the  Company,  (D) any  material  misappropriation  of  funds or
          intentional  material  damage to the  property  or  businesses  of the
          Company by the Executive or (E) the material  breach of this Agreement
          by the Executive other as set forth in Section 8(a)(iii)(A)).
<PAGE>
                                       30

               (iv) Without  Cause.  By the Company  without Cause upon at least
          thirty (30) days written notice to the Executive of its election to do
          so.
               (v) Voluntary Termination. By the Executive other than due to the
          Employee's  death or Permanent  Disability  ("Voluntary  Termination")
          upon at least  forty-five  (45) days written  notice to the Company of
          his election to do so.

               (vi) Sale of the  Company.  By the  Company  upon the Sale of the
          Company.

                    (b)  Notice  of   Termination.   Any   termination   of  the
               Executive's  employment by the Company or by the Executive  shall
               be  communicated  by written  Notice of  Termination to the other
               party hereto given in accordance with Section 11. For purposes of
               this Agreement,  a "Notice of  Termination"  shall mean a written
               notice  which shall  indicate  the  provision  in this  Agreement
               relied upon to terminate the Term.

                    (c) Date of Termination.  "Date of  Termination"  shall mean
               (i) if the Executive's employment is terminated by his death, the
               date  of  his  death,  (ii)  if  the  Executive's  employment  is
               terminated  for  Permanent  Disability,  thirty  (30) days  after
               Notice of Termination is given (provided that the Executive shall
               not have  returned to the  performance  of his duties during such
               thirty (30) day period),  (iii) if the Executive's  employment is
               terminated  by the Company for Cause,  without Cause or upon Sale
               of the Company,  the date  specified in the Notice of Termination
               after the expiration of any cure periods, if applicable,  (iv) if
               the  Executive's  employment  is  terminated  as a result  of his
               Voluntary  Termination,  the  date set  forth in the  Executive's
               Notice of Termination (but not beyond  forty-five (45) days after
               delivery of the Executive's  Notice of  Termination),  and (v) if
               the  Executive's  employment is terminated  for any other reason,
               the date on which a Notice  of  Termination  is given  after  the
               expiration of any cure periods.



      9.   Compensation Upon Termination Or During Disability.

                    (a) Death. If the Executive's employment shall be terminated
               by reason of his death,  the Company  shall pay to such person as
               the  Executive  shall have  designated in a notice filed with the
               Company, or, if no such person shall have been designated, to his
               estate, (i) any unpaid amounts of his Base Salary or Annual Bonus
               and accrued  vacation prior to the Date of  Termination  and (ii)
               any payments the Executive's spouse,  beneficiaries or estate may
               be  entitled  to receive  pursuant  to any  pension  or  employee
               benefit plan,  life  insurance  policy or other plan,  program or
               policy then  maintained or provided by the Company,  or any other
               agreement  between the Executive and the Company  (excluding  the
               Option  and  the  1992  Plan)  (collectively,   the  "Termination
               Benefits").

                    (b)  Disability.  During any period that the Executive fails
               to perform his duties  hereunder as a result of incapacity due to
               physical  or mental  illness,  the  Executive  shall  continue to
               receive his full Base Salary until the Executive's  employment is
               terminated  pursuant to Section  8(a)(ii)  hereof.  The Executive
               shall  continue to be paid in bi-monthly  installments  an amount
               equal to his Base Salary at the rate in effect at the time Notice
               of  Termination is given until the earlier of  twenty-seven  (27)
               weeks after the Date of Termination or the date on which the Term
               would have  expired had a Notice of  Termination  been  delivered
               (assuming that no notice would be given to extend the Term), plus
               any disability payments otherwise payable by or pursuant to plans
               provided by the Company.  In addition,  the Company  shall pay to
               the Executive the Termination Benefits.

                    (c)  For  Cause.  If the  Executive's  employment  shall  be
               terminated  by the Company for Cause,  the Company  shall pay the
               Executive the Termination Benefits.

                    (d)  Termination by the Company  Without Cause,  Etc. If the
               Company  terminates  the  Executive's  employment  for any reason
               other  than (i) due to  death,  (ii) for  Cause  (iii)  Permanent
               Disability or (iv) upon a Sale of the Company,  then all unvested
               Options  shall  immediately  vest and the  Company  shall pay the
               Executive the  Termination  Benefits and a lump sum payment equal
               to one  hundred  fifty  percent  (150%) of the annual Base Salary
               amount in effect on the date that the Notice of  Termination  was
               given  by the  Company,  provided  that  as a  condition  to such
               payment the  Executive  first  executes a general  release of the
               Company and all of its officers, directors and representatives of
               any and all claims and which is otherwise in form satisfactory to
               the Company (a "General Release").
<PAGE>
                                       31


                    (e) Termination by the Company Upon Sale of the Company.  If
               the Company terminates the Executive's employment upon or after a
               Sale of the Company,  then all unvested Options shall immediately
               vest upon the  effectiveness  of such termination and the Company
               shall pay the Executive the  Termination  Benefits and a lump sum
               payment equal to  one-hundred  fifty percent (150%) of the annual
               Base  Salary  amount  in  effect on the date that the Sale of the
               Company has been completed,  except that no such lump sum payment
               shall be due if the Closing Price of the  Company's  common stock
               as of any date after the first public announcement of the Sale of
               the Company  equals or exceeds $55,  provided that as a condition
               to such payment the Executive first executes a General Release.

                    (f)  Voluntary   Termination  by  the   Executive.   If  the
               Executive's  employment  with the  Company is  terminated  by his
               Voluntary Termination prior to the one hundred eighty (180th) day
               following  the  Effective  Date,  then the Company  shall pay the
               Executive the Termination Benefits. If the Executive's employment
               with  the  Company  is   terminated  as  a  result  of  Voluntary
               Termination  by the  Executive  after the one  hundred  eightieth
               (180th) day  following  the  Effective  Date but before the three
               hundred  sixty-fifth  (365th) day following  the Effective  Date,
               then the Company shall pay the Executive the Termination Benefits
               plus a lump sum payment in the amount of $150,000,  provided that
               as a condition to such  payment the  Executive  first  executes a
               General Release.

                    (g)  Payment  of  Termination  Benefits  and Other  Amounts.
               Except as otherwise provided herein, all Termination Benefits and
               lump sum payments shall be due and payable within forty-five (45)
               days  after the Date of  Termination  or if a General  Release is
               required,  within  forty-five  (45) days  after  delivery  of the
               General  Release to the Company.  Upon making such payments,  the
               Company shall have no further liability hereunder.

     10. Successors. This Agreement is personal to the Executive and without the
prior  written  consent of the Company  shall not be assignable by the Executive
other than by will or the laws of descent and  distribution.  This Agreement and
all  rights of the  Executive  hereunder  shall  inure to the  benefit of and be
enforceable by the  Executive's  personal or legal  representatives,  executors,
administrators,  successors,  heirs, distributees,  devises and legatees. If the
Executive  should die while any amounts would still be payable to him hereunder,
all such amounts,  unless otherwise provided herein, shall be paid in accordance
with  the  terms  of  this  Agreement  to  the  Executive's  personal  or  legal
representatives  or, if there be no such persons,  the Executive's  estate. This
Agreement  shall inure to the benefit of and be binding upon the Company and its
successors and assigns.  The Company will require any successor  (whether direct
or  indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to  all or
substantially all of the business and/or assets of the Company,  by agreement in
form and substance satisfactory to the Executive,  to assume expressly and agree
to perform  this  Agreement  in the same  manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.

     11.  Notice.  All notices and other  communications  hereunder  shall be in
writing and shall be given by hand  delivery to the other party or by registered
or certified  mail,  return receipt  requested,  postage  prepaid,  addressed as
follows:

           If to the Executive:

                Samuel T. Hubbard
                296 Sandringham Road
                Rochester, New York  14610

           If to the Company:

                The Genesee Corporation
                445 St. Paul Street
                Rochester, New York  14605

                with a copy to:

                Management Continuity Committee
                16 W. Main Street
                Rochester, New York  14614   Attn:  Stephen B. Ashley, Chairman
<PAGE>
                                       32


or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notices and communications  shall be effective
when actually received by the addressee.

     12. Certain  Definitions.  As used herein, the following  definitions shall
apply:

          "Closing  Price"  shall  mean with  respect to the  Company's  Class B
     common stock on any trading day (A) if such stock is listed or admitted for
     trading on any United States  national  securities  exchange,  or if actual
     transactions are otherwise reported on a consolidated transaction reporting
     system,  the last  reported  sale price of such stock on such  exchange  or
     reporting system, as reported in any newspaper of general circulation,  (B)
     if such stock is quoted on the National  Association of Securities  Dealers
     Automated Quotation System or any similar system of automated dissemination
     of  quotations  of  securities  prices in common use,  the mean between the
     closing high bid and low asked  quotations for such day as reported on such
     system,  (C) if neither clause (A) or (B) is  applicable,  the mean between
     the high bid and low asked  quotations  for the common stock as reported by
     the National Quotation Bureau,  Incorporated or (D) if none of clauses (A),
     (B) or (C) apply,  the price  determined by the Genesee Board in good faith
     to be the fair market value of such stock.

          "Sale  of  the  Company"   shall  mean  that  any  of  the   following
     circumstances have occurred:

               (A) Any  "person"  (as such term is used in Sections  3(a)(9) and
          13(d)  of  the  Securities  Exchange  Act of  1934,  as  amended  (the
          "Exchange  Act")) (a  "Significant  Stockholder")  is or  becomes  the
          "beneficial  owner" (as  defined in Rule  13(d)-3  under the  Exchange
          Act),  directly or indirectly,  of twenty percent (20%) or more of the
          combined  voting  power  of  Genesee's  then  outstanding   securities
          entitled to vote in the election of directors (provided, however, that
          none  of  the  direct   descendants  of  John  L.  Wehle,  the  trusts
          established  by  Elizabeth  R.  Wehle  and under the Wills of Lewis A.
          Wehle and John L. Wehle and any trustee thereunder (collectively,  the
          "Wehles")  shall be a "person" for purposes of this  Agreement  and no
          person who would be a Significant Stockholder as a result of acquiring
          shares  held by or over which any of the  Wehles  have  investment  or
          voting control (the "Wehle  Shares") shall be considered a Significant
          Stockholder for purposes of this Agreement;

               (B)  Stockholders  of Genesee  approve  and there is closed a (1)
          merger or  consolidation of Genesee with any other  corporation  other
          than a merger or  consolidation  (1)  which  would  result in  Genesee
          securities  entitled to vote in the election of directors  outstanding
          immediately prior to the transaction continuing to represent more than
          eighty percent (80%) of the combined  outstanding  voting power of the
          then  outstanding  securities  entitled  to  vote in the  election  of
          directors of Genesee, or the surviving entity of such transaction;  or
          (2) a merger or consolidation effected to implement a recapitalization
          of Genesee (or a similar transaction) in which no "person" (as defined
          above) becomes a Significant Stockholder; or

               (C) A sale or disposition by Genesee and its subsidiaries of more
          than  eighty-five  percent  (85%)  of the fair  market  value of their
          assets to one or more parties in a coordinated  sale,  disposition  or
          pursuant to a plan of dissolution and liquidation adopted by the Board
          of Directors and approved by the Company's shareholders, provided that
          the sale of the Brewery assets alone shall not under any circumstances
          be a "Sale of the Company."

      13.  Miscellaneous.

               (a) No  provisions of this  Agreement may be modified,  waived or
          discharged unless such modification,  waiver or discharge is agreed to
          in a  writing  signed  by the  Executive  and such  officer  as may be
          specifically designated by the Board to execute such instrument (which
          may be done by way of ratification through a formal committee vote).

               (b) The failure by either party hereto to insist upon  compliance
          with any condition or provision of this Agreement  shall not be deemed
          a waiver of such condition or provision or any other provision hereof.

               (c) No agreements or representations,  oral or otherwise, express
          or implied,  with respect to the subject  matter hereof have been made
          by either party which are not set forth  expressly  in this  Agreement
          and this Agreement  supersedes any other employment  agreement between
          the Company and the  Executive,  including,  without  limitation,  the
          document  entitled  "Outline  of  Employment  Agreement  for Samuel T.
          Hubbard, Jr., June 14, 1999."

               (d) The Company  may  withhold  from any amounts or payments  due
          under this  Agreement  all  federal,  state or other  taxes as legally
          shall be required.
<PAGE>
                                       33


               (e) The validity, interpretation, construction and performance of
          this Agreement shall be governed by the laws of the State of New York,
          without reference to principles of conflicts of laws.

               (f)  The  invalidity  or  unenforceability  of any  provision  or
          provisions  of  this  Agreement  shall  not  affect  the  validity  or
          enforceability  of any other provision of this Agreement,  which shall
          remain in full force and effect.

               (g) Genesee may, in its discretion, establish a trust to fund any
          of the payments which are or may become payable to the Executive under
          this Agreement.

               (h) Executive  represents and warrants that his employment by the
          Company  will not  conflict  with and will not be  constrained  by any
          prior employment or consulting agreement or relationship.

               (i) This Agreement may be executed in several counterparts,  each
          of which shall be deemed to be an original,  but all of which together
          shall constitute one and the same instrument.

               (j) The  Company  agrees  that in the  event  that the  Executive
          becomes entitled to compensation  under this Agreement,  the Executive
          shall have no obligation to mitigate damages and the Company shall not
          assert  any  right of  setoff  as a result  of  subsequent  employment
          against sums owing to the Executive under this Agreement.

     IN WITNESS WHEREOF,  the parties have executed this Employment Agreement as
of this 15th day of December, 1999.


GENESEE CORPORATION                    THE GENESEE BREWING COMPANY, INC.

By:   /s/ Stephen B. Ashley               By:  /s/ Charles S. Wehle
Name:                                     Name:
Title:                                    Title:

                                          /s/ Samuel T. Hubbard, Jr.          .
                                          Samuel T. Hubbard, Jr.