Index to Exhibits at page 19

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM 10-Q


[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the quarterly period ended January 27, 2001
                                       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 Shares
         Class                                           Outstanding

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

         Class B Common Stock (non-voting),  par
         value $.50 per share                              1,464,201



                                       1
<PAGE>





                               GENESEE CORPORATION
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets
                       January 27, 2001 and April 29, 2000

(Dollars in thousands, except per share data)
<TABLE>
<S>                                                                                       <C>             <C>

                                                                                       UNAUDITED         AUDITED
                                                                                   January 27, 2001   April 29, 2000
Assets
      Current assets:
          Cash and cash equivalents                                                    $ 28,884          $ 7,649
          Marketable securities available for sale                                        8,857            8,029
          Trade accounts receivable, less allowance for doubtful receivables
              of $262 at January 27, 2001 and April 29, 2000                              3,361            2,776
          Notes receivable, current portion                                                 771                0
          Inventories, at lower of cost (first-in, first-out) or market                  10,665            9,197
          Deferred income tax assets, current portion                                     5,678              113
          Other current assets                                                                7               61
                                                                                        --------         --------
              Total current assets                                                       58,223           27,825

      Net property, plant and equipment                                                  12,700           12,629
      Goodwill and other intangibles net of accumulated amortization of $4,055
          at January 27, 2001 and  $3,107 at April 29, 2000                              25,714           26,662
      Notes receivable, noncurrent portion                                               10,229                0
      Other assets                                                                        1,192            1,446
      Net assets held for disposal - noncurrent                                           5,740           27,209
                                                                                        --------         --------
              Total assets                                                            $ 113,798         $ 95,771
                                                                                       =========         ========

Liabilities and Shareholders' Equity

      Current liabilities:
          Notes payable, current portion                                                  $ 300            $ 300
          Accounts payable                                                                1,229            1,454
          Income taxes payable                                                              447               64
          Accrued compensation                                                              574              235
          Accrued expenses and other                                                      1,005            1,384
          Net liabilities held for disposal - current                                     9,729            2,127
                                                                                         -------           ------
              Total current liabilities                                                  13,284            5,564

      Notes payable, noncurrent portion                                                   5,749            5,973
      Deferred gain on sale of brewing business                                          12,671                0
      Deferred income tax liabilities, noncurrent portion                                     0              381
      Other liabilities                                                                      21              646
                                                                                         -------          -------
              Total liabilities                                                          31,725           12,564
                                                                                         -------          -------

      Shareholders' equity:
          Common stock:
        Class A common stock, voting, $.50 par value. Authorized 450,000 shares;            105              105
              209,885 shares issued and outstanding
  Class B common stock, non-voting, $.50 par value. Authorized 3,850,000 shares;            753              753
              1,506,876 shares issued
          Additional paid-in capital                                                      5,823            5,847
          Retained earnings                                                              78,490           80,023
          Accumulated other comprehensive income / (loss)                                   200             (120)
          Less: Class B treasury stock, at cost; 93,899 shares in January 2001           (3,298)          (3,401)
                and 96,564 shares in April 2000
                                                                                         -------          -------
Total shareholders' equity                                                               82,073           83,207
                                                                                         -------          -------

              Total liabilities and shareholders' equity                              $ 113,798         $ 95,771
                                                                                        ========         ========
</TABLE>

     See accompanying notes to consolidated financial statements.

                                       2
<PAGE>


                             GENESEE CORPORATION
                              AND SUBSIDIARIES

        Consolidated Statements of Earnings and Comprehensive Income
         Thirteen Weeks Ended January 27, 2001 and January 29, 2000
                (Dollars in thousands, except per share data)

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

                                                                                   UNAUDITED      UNAUDITED
                                                                                     2001            2000

Revenues                                                                           $ 11,596        $ 11,786

           Cost of goods sold                                                         9,708           9,791
                                                                                     -------         -------
Gross profit                                                                          1,888           1,995

           Selling, general and administrative expenses                               1,924           1,600
                                                                                     -------         -------
Operating (loss) / income                                                               (36)            395

          Investment income                                                             136             153
         Other income                                                                    26              58
          Interest expense                                                             (106)           (146)
                                                                                     -------          -------
                (Loss) / earnings from continuing operations before income taxes         20             460

Income tax (benefit) / expense                                                           (3)            210
                                                                                     -------          -------
                Earnings from continuing operations                                      23             250

Discontinued operations:
      (Loss) / earnings from operations of the discontinued segments
  (less applicable income tax benefit of $ 445 and expense of $ 47,respectively)       (630)             52

     Adjustment to the loss on disposal of Genesee Ventures, Inc.
      (less applicable income tax expense of $ 431 in fiscal 2001)                      636               0
                                                                                     -------          ------
                    Net Earnings                                                         29             302

Other comprehensive income / (loss), net of income taxes:
        Unrealized holding gains / (losses) arising during the period                   200             (85)
                                                                                     -------          ------
        Comprehensive income                                                          $ 229           $ 217
                                                                                     =======          ======

Basic earnings per share from continuing operations                                  $ 0.01          $ 0.15
Basic (loss) / earnings per share from discontinued operations                      $ (0.39)         $ 0.03
Basic gain per share from disposal of Genesee Ventures, Inc.                         $ 0.39             $ -
                                                                                     -------         -------
            Basic earnings per share                                                 $ 0.01          $ 0.18

Diluted earnings per share from continuing operations                                $ 0.01          $ 0.15
Diluted (loss) / earnings per share from discontinued operations                    $ (0.38)         $ 0.03
Diluted gain per share from disposal of Genesee Ventures, Inc.                       $ 0.38             $ -
                                                                                     -------         -------
           Diluted earnings per share                                                $ 0.01          $ 0.18



Weighted average common shares outstanding                                        1,622,393       1,620,197
Weighted average and common equivalent shares                                     1,661,044       1,620,483

</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>


                             GENESEE CORPORATION
                               AND SUBSIDIARIES

          Consolidated Statements of Earnings and Comprehensive Loss
        Thirty Nine Weeks Ended January 27, 2001 and January 29, 2000
                (Dollars in thousands, except per share data)

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

                                                                                    UNAUDITED       UNAUDITED
                                                                                      2001            2000

Revenues                                                                            $ 35,538        $ 34,788

           Cost of goods sold                                                         31,233          30,191
                                                                                     --------        --------
Gross profit                                                                           4,305           4,597

           Selling, general and administrative expenses                                4,801           4,874
                                                                                     --------        --------
Operating loss                                                                          (496)           (277)

          Investment income                                                              435             430
         Other income                                                                    352             106
          Interest expense                                                              (322)           (438)
                                                                                     --------        --------
                 Loss from continuing operations before income taxes                     (31)           (179)

Income tax expense (benefit)                                                             320             (72)
                                                                                     --------        --------
                 Loss from continuing operations                                        (351)           (107)

Discontinued operations:
      Loss from operations of the discontinued segments
       (less applicable income tax benefit of $ 1,008 and $ 476, respectively)        (1,511)           (537)

     Adjustment to the loss on disposal of Genesee Ventures, Inc.
      (less applicable income tax expense of $ 600 in fiscal 2001)                       900               0
                                                                                     --------         -------
                    Net loss                                                            (962)           (644)

Other comprehensive income / (loss), net of income taxes:
        Unrealized holding gains / (losses) arising during the period                    320            (246)
                                                                                     --------         -------
        Comprehensive loss                                                            $ (642)         $ (890)
                                                                                     ========         =======

Basic loss per share from continuing operations                                      $ (0.22)        $ (0.07)
Basic loss per share from discontinued operations                                    $ (0.93)        $ (0.33)
Basic gain per share from disposal of Genesee Ventures, Inc.                          $ 0.56             $ -
                                                                                      -------        --------
            Basic loss per share                                                     $ (0.59)        $ (0.40)

Diluted loss per share from continuing operations                                    $ (0.22)        $ (0.07)
Diluted loss per share from discontinued operations                                  $ (0.93)        $ (0.33)
Diluted gain per share from disposal of Genesee Ventures, Inc.                        $ 0.56             $ -
                                                                                      -------        --------
           Diluted loss per share                                                    $ (0.59)        $ (0.40)

Weighted average common shares outstanding                                         1,621,400       1,619,952
Weighted average and common equivalent shares                                      1,621,400       1,619,952

</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>



                               GENESEE CORPORATION
                                 AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
          Thirty Nine Weeks Ended January 27, 2001 and January 29, 2000
                             (Dollars in thousands)

<TABLE>
<S>                                                                                     <C>              <C>
                                                                                     UNAUDITED        UNAUDITED
                                                                                       2001              2000

Cash flows from operating activities:
    Net loss from continuing operations                                              $ (351)           $ (107)
    Adjustments to reconcile net loss to net
      cash (used in) provided by operating activities:
           Net loss (gain) on sale of marketable securities                              10               (23)
           Unrealized gain on marketable securities                                    (512)               (3)
           Depreciation and amortization                                              2,289             2,031
           Other                                                                       (369)              512
    Changes in non-cash assets and liabilities, net of amounts sold:
           Trade accounts receivable                                                    434              (497)
           Inventories                                                               (1,610)            1,420
           Other assets                                                                 425              (184)
           Accounts payable                                                          (2,491)             (562)
           Accrued expenses and other                                                (1,443)           (1,386)
           Income taxes payable                                                         383            (1,215)
           Other liabilities                                                           (744)                0
                                                                                     --------           ------
                    Net cash used in continuing operating activities                 (3,979)              (14)
           Net cash (used in) provided by discontinued operations                    (5,646)            4,050
                                                                                     --------           ------
                    Net cash (used in) provided by operating activities              (9,625)            4,036
                                                                                     --------           ------

Cash flows from investing activities:
    Capital expenditures, net                                                          (805)           (3,436)
    Proceeds from sale of marketable securities                                         425             2,418
    Purchases of marketable securities and other investments                           (751)           (2,262)
                                                                                     -------           -------
                    Net cash used in continuing investing activities                 (1,131)           (3,280)
                                                                                     -------           -------

               Proceeds from sale of brewing business assets                         14,776                 0
               Proceeds from sale of equipment leases                                12,103                 0
              Other cash provided by discontinued operations                          5,903             2,373
                                                                                     -------           -------
           Net cash provided by discontinued operations                              32,782             2,373
                                                                                     -------           -------
                    Net cash provided by (used in) investing activities              31,651              (907)
                                                                                     -------          --------

Cash flows from financing activities:
    Proceeds from acquisition of debt                                                     0             1,700
    Principal payments on debt                                                         (224)           (3,114)
    Payment of dividends                                                               (567)           (1,701)
                                                                                     -------           -------
                    Net cash used in financing activities                              (791)           (3,115)
                                                                                     -------           -------

Net increase in cash and cash equivalents                                            21,235                14

Cash and cash equivalents at beginning of the period                                  7,649             5,836
                                                                                     -------           -------

           Cash and cash equivalents at end of the period                          $ 28,884           $ 5,850
                                                                                     =======           =======
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>



                               GENESEE CORPORATION


Notes to Consolidated Financial Statements

NOTE (A)   Planned Divestiture of the Corporation's Operating Businesses

On October 19, 2000, the Corporation's shareholders approved a plan to liquidate
the  Corporation.  The  Corporation  will be  liquidated by selling or otherwise
disposing  of  all  the   Corporation's   assets  and  winding  up  all  of  the
Corporation's   affairs.  The  proceeds  from  this  liquidation  will  then  be
distributed  (see  Note  H),  after  paying  or  providing  for all its  claims,
obligations  and  expenses,  to the  Corporation's  shareholders  in a series of
liquidating distributions, after which the Corporation will be dissolved.

     On December 15, 2000, the Corporation sold substantially all the assets and
certain  liabilities of its brewing business for $25.8 million ($14.8 million in
cash and $11.0 million in notes  receivable) to High Falls Brewing Company,  LLC
("High  Falls").  A pretax  deferred  gain on the brewing  business  sale in the
amount of $12.7  million is reported in the  accompanying  consolidated  balance
sheet. The gain was deferred due to the  Corporation's  receipt of a significant
portion of the sale price in the form of notes receivable.  The final sale price
is subject to  adjustment  based upon an audit of the Closing Date Balance Sheet
in accordance with provisions of the related purchase agreement. On December 28,
2000, the Corporation's  equipment leasing subsidiary sold a significant portion
of its lease portfolio for approximately $15.3 million,  generating net proceeds
to the  Corporation  of  approximately  $12.1 million (net of the  Corporation's
share of escrowed funds in the amount of $700,000.) The Corporation  recorded an
estimated  pretax  loss of $3.1  million  in the fourth  quarter of fiscal  2000
related to this  sale.  The  Corporation  favorably  adjusted  this loss by $1.1
million,  pretax,  for fiscal  2001 year to date,  which  reflects  better  than
expected leasing operating results. The Corporation is evaluating  strategies to
sell or otherwise divest the Corporation's  remaining assets. In accordance with
accounting  principles  generally  accepted  in the  United  States  of  America
("GAAP"),  the results of operations  of the  Corporation's  brewing,  equipment
leasing and real estate  businesses 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. Continuing operations consist of the
Foods Division and the Corporate segment.

The results of operations for the discontinued  brewing,  equipment  leasing and
real estate investment businesses were as follows:
<TABLE>
<S>                                           <C>                   <C>                 <C>                <C>


                                              Thirteen weeks ended                       Thirty nine weeks ended
(Dollars in thousands)                 January 27, 2001     January 29, 2000      January 27, 2001  January 29, 2000

Revenue                               $     15,443        $       26,682          $    71,068        $   93,644
Less beer taxes                             (2,560)               (5,371)             (13,302)          (19,024)

Net revenue                                 12,883                21,311               57,766            74,620
Cost of goods sold                         ( 7,927)              (16,248)             (42,336)          (55,501)
Selling, general, and admin.              (  5,191)               (5,325)             (16,697)          (20,400)
Other income                                   227                   361                  248               268

Loss from operations of  the
discontinued segments, net of tax
benefit or expense                            (630)                   52               (1,511)             (537)

Adjustment to the loss on disposal of
Genesee Ventures, Inc., net of tax   $         636         $           0           $      900       $         0
expense
</TABLE>

                                       6
<PAGE>




                               GENESEE CORPORATION


Notes to Consolidated Financial Statements


NOTE(A)Planned Divestiture of the Corporation's Operating Businesses (continued)

The net assets of the  brewing,  equipment  leasing and real  estate  investment
businesses have been excluded from their respective captions and reported as net
(liabilities) assets held for disposal in the accompanying  consolidated balance
sheet at January 27, 2001. The net assets of the brewing,  equipment leasing and
real estate investment businesses at January 27, 2001 were as follows:

 (Dollars in thousands)

 Accounts receivable, net                                           $    2,209
 Other current assets                                                       27
 Investment in direct financing and leveraged leases                     2,664
 Income taxes payable                                                   (9,200)
 Net deferred income tax liability, current portion                     (1,562)
 Accrued expenses and other                                             (2,867)
 Accrued postretirement benefits                                        (1,000)
                                                               -----------------

           Net liabilities held for disposal - current               $  (9,729)

Investment in and notes receivable from unconsolidated real
 estate partnerships                                                 $   4,999
Other assets                                                               741
                                                               -----------------

          Net assets held for disposal - noncurrent                  $   5,740



                                       7
<PAGE>























                               GENESEE CORPORATION


Notes to Consolidated Financial Statements


NOTE              (B)  The  Corporation's   consolidated   financial  statements
                  presented  herein  are  unaudited  with the  exception  of the
                  Consolidated  Balance Sheet at April 29, 2000 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  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  Securities  and
                  Exchange  Commission ("SEC") guidelines  applicable to interim
                  financial information.  These statements should be reviewed in
                  conjunction  with the annual  report on Form 10-K for the year
                  ended  April  29,  2000.  It is the  Corporation's  policy  to
                  reclassify  certain  amounts  in the prior  year  consolidated
                  financial   statements   to  conform  to  the   current   year
                  presentation.

                  Certain  reclassifications  of the January 29, 2000  financial
                  statements have been made to reflect the Company's fiscal 2001
                  discontinued operations (as discussed in Note A above.)


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


 Dollars in thousands
                                                 January 27, 2001  April 29,2000
Finished goods                                      $ 4,954        $   4,867
Raw materials, containers and packaging
 supplies                                             5,711             4,330
                                                  ------------       ---------
Total inventories                                  $ 10,665          $ 9,197
                                                  ------------       ---------














                                       8
<PAGE>












                               GENESEE CORPORATION


Notes to Consolidated Financial Statements


NOTE (D) Notes Receivable

Notes  receivable  consists  of three  separate  notes from High Falls which are
dated  December 15, 2000 and were  executed in  connection  with the sale of the
Corporation's  brewing business to High Falls as of that date. The general terms
of the notes follow.

Subordinated  Promissory  Note -  $4,500,000  note  receivable  with an original
maturity  date of December  15, 2003 bearing  interest at 12% per annum  payable
quarterly with principal payments of $500,000,  $1,000,000 and $3,000,000 due on
the first, second and third anniversary dates of the note,  respectively.  Under
certain circumstances, the final $3,000,000 of principal may be paid $1,000,000,
$1,000,000 and $1,000,000 on the third,  fourth,  and fifth  anniversary  dates,
respectively. The entire principal balance was outstanding at January 27, 2001.

First Senior Bridge Note - $3,500,000  note  receivable  with a maturity date of
June 1, 2004 bearing  interest at  Manufacturers & Traders Trust Company's prime
rate plus 1% per annum payable  quarterly  with  principal  payments of $125,000
commencing September 15, 2001 and quarterly thereafter through the maturity date
at which time the entire outstanding  principal and accrued interest is due. The
note  provides  for a mandatory  prepayment  to the extent  High Falls  receives
proceeds from HUD financing or JDA financing.  The entire principal  balance was
outstanding at January 27, 2001.

Second Senior Bridge Note - $3,000,000  note  receivable with a maturity date of
June 1, 2004 bearing  interest at  Manufacturers & Traders Trust Company's prime
rate plus 1% per annum payable  monthly  through  August 15, 2001 with principal
and interest  payments based on an amortization  period of 240 months commencing
September  15, 2001 and monthly  thereafter  through the maturity  date at which
time the entire  outstanding  principal  and accrued  interest is due.  The note
provides for a mandatory  prepayment to the extent High Falls receives  proceeds
from  HUD  financing  or  JDA  financing.   The  entire  principal  balance  was
outstanding at January 27, 2001.










                                       9
<PAGE>











                               GENESEE CORPORATION
Notes to Consolidated Financial Statements

NOTE (E)          Segment Reporting

The Corporation has two reportable  segments included in continuing  operations:
food  processing and corporate.  The food processing  segment  produces dry side
dish,  bouillon,  artificial  sweeteners,  soup,  drink mix and instant iced tea
products  under  private  label for many of the  country's  largest  supermarket
chains. In December, the Corporation terminated its discussions with a potential
buyer of its Foods  Division.  The  Corporation  continues  to operate the Foods
Division as it evaluates  strategic  alternatives  for the  divestiture  of this
business.  The  corporate  segment  retains  the  Corporation's  investments  in
marketable  securities,  generating  investment  income  as well  as  supporting
corporate costs.

The Corporation has two business segments  included in discontinued  operations:
brewing and equipment  leasing and real estate.  The brewing segment,  which was
sold on December 15, 2000 (see Note A),  produced  beers and ales for  wholesale
and retail distribution throughout the United States, primarily in the northeast
region of the country.  The  equipment  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.  A significant  portion of its lease  portfolio was sold on December
28, 2000 (See Note A.)

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 segments,  other than corporate,  are strategic business units
that offer different products and services.  They are managed separately because
each business  utilizes  different  technology and requires  different  business
strategies.

Financial information for the Corporation's reportable segments is as follows:
<TABLE>
<S>                                           <C>             <C>           <C>                <C>


----------------------------------------------------------------------------------------------------------

                                            Food                         Discontinued
For the thirteen week period ended:         Processing     Corporate     Operations       Consolidated
-------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
January 27, 2001
----------------------------------------------------------------------------------------------------------
Net revenues from external customers       $  11,596     $      -      $         -        $  11,596
Depreciation and amortization                    767            -                -              767
Operating income (loss)                          554         (590)               -              (36)
Investment income                                  -          136                -              136
Earnings (loss) from continuing
   operations before income taxes                476         (456)               -               20
Identifiable assets                           54,772       53,286            5,740          113,798
Capital expenditures                             244            -                -              244

----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
January 29, 2000
----------------------------------------------------------------------------------------------------------
Net revenues from external customers        $  11,786      $    -       $        -        $  11,786
Depreciation and amortization                     703           -                -              703
Operating income (loss)                           542        (147)               -              395
Investment income                                   -         153                -              153
Income (loss) from continuing
   operations before income taxes                 491         (31)               -              460
Identifiable assets                            54,140      11,755           46,249          112,144
Capital expenditures                              810           -                -              810

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

                                       10
<PAGE>

                                             GENESEE CORPORATION


Notes to Consolidated Financial Statements

NOTE (E)          Segment Reporting (continued)


Financial information for the Corporation's reportable segments is as follows:

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

----------------------------------------------------------------------------------------------------------

                                            Food                         Discontinued
For the thirty nine week period ended:      Processing     Corporate     Operations       Consolidated
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
January 27, 2001
----------------------------------------------------------------------------------------------------------
Net revenues from external customers       $  35,538       $    -         $        -       $  35,538
Depreciation and amortization                  2,289            -                  -           2,289
Operating income/(loss)                          344         (840)                 -            (496)
Investment income                                  -          435                  -             435
Earnings/(loss) from continuing
   operations before income taxes                373         (404)                 -             (31)
Identifiable assets                           54,772       53,286              5,740         113,798
Capital expenditures                             805            -                  -             805

----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
January 29, 2000
----------------------------------------------------------------------------------------------------------
Net revenues from external customers       $  34,788      $     -       $          -       $  34,788
Depreciation and amortization                  2,031            -                  -           2,031
Operating loss                                   254         (531)                 -            (277)
Investment income                                  -          430                  -             430
Income / (loss) from continuing
   operations before income taxes                 55         (234)                 -            (179)
Identifiable assets                           54,140       11,755             46,249         112,144
Capital expenditures                           3,436            -                  -           3,436

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



NOTE (F)          Supplemental Cash Flow Information

                  Cash  paid for taxes was $  133,000  and $  1,529,000  for the
                  thirty nine week period ended January 27, 2001 and January 29,
                  2000, respectively; cash paid for interest was $ 322,000 and $
                  438,000 for the thirty nine week period ended January 27, 2001
                  and January 29, 2000, respectively.

                  Notes  receivable  totaling  $11.0  million  were  received as
                  partial  payment  for the  sale of the  Corporation's  brewing
                  business assets.





                                       11
<PAGE>





                               GENESEE CORPORATION


Notes to Consolidated Financial Statements


NOTE (G)          Recently Issued Accounting Standards

     Statement of Financial  Accounting  Standards ("SFAS") No. 133,  Accounting
for  Derivative  Instruments  and Hedging  Activities,  as amended,  establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts  (collectively referred to as
derivatives)  and for hedging  activities.  It requires that an entity recognize
all  derivatives  as either assets or  liabilities in the statement of financial
position and measure  those  instruments  at fair value.  For a  derivative  not
designated as a hedging instrument,  changes in the fair value of the derivative
are recognized in earnings in the period of change.  The Corporation  must adopt
SFAS No. 133 in the first  quarter of fiscal 2002.  Management  does not believe
the  adoption  of SFAS No.  133 will have a  material  effect  on the  financial
position or operations of the Corporation.

     In December 1999, the SEC issued Staff Accounting Bulletin No. 101, Revenue
Recognition  in  Financial  Statements  (SAB  No.  101).  SAB No.  101  provides
additional  guidance on revenue recognition as well as criteria for when revenue
is generally  realized and earned.  The  Corporation  plans to adopt SAB No. 101
effective in the fourth quarter of fiscal 2001 and is currently  determining the
impact, if any, on its results of operations and financial position.

NOTE (H)          Subsequent Event

     On March 1, 2001 the Corporation paid a partial liquidating distribution in
the amount of  $12,556,000  ($7.50 per  share) to  shareholders  of record as of
February 20, 2001.












                                       12
<PAGE>

















                               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.  The  discussion of operating
results  and  liquidity  and capital  resources  for fiscal 2001 and fiscal 2000
excludes  the  discontinued  brewing  and  equipment  leasing  and  real  estate
investment  businesses  discussed in Note (A) to the  accompanying  consolidated
financial statements.


SUMMARY OF CONTINUING AND DISCONTINUED OPERATIONS


Comparison of 13 weeks ended January 27, 2001 to 13 weeks ended January 29, 2000

         On a consolidated  basis,  the  Corporation  reported an operating loss
from  continuing  operations of $36,000,  which was  unfavorable  by $431,000 as
compared to the same period last year.

         On  a  consolidated  basis,  the  Corporation  reported  earnings  from
continuing  operations of $23,000, or $.01 basic and diluted earnings per share,
in the third quarter this year, compared to earnings from continuing  operations
of $250,000,  or $.15 basic and diluted  earnings per share, for the same period
last year.

         The Corporation  reported net earnings from discontinued  operations of
$6,000,  net of tax  benefit of $14,000  for the third  quarter of fiscal  2001,
compared to net earnings from  discontinued  operations  of $52,000,  net of tax
expense of $47,000,  or $.03 basic and diluted  earnings  per share for the same
period last year.


Comparison of 39 weeks ended January 27, 2001 to 39 weeks ended January 29, 2000

         On a consolidated  basis,  the  Corporation  reported an operating loss
from  continuing  operations of $496,000,  which was  unfavorable by $219,000 as
compared to the same period last year.

         On  a  consolidated  basis,  the  Corporation   reported  a  loss  from
continuing  operations of $351,000, or $.22 basic and diluted loss per share, in
the first  three  quarters  of this  year,  compared  to a loss from  continuing
operations of $107,000,  or $.07 basic and diluted loss per share,  for the same
period last year.

         The  Corporation  reported a net loss from  discontinued  operations of
$611,000,  net of tax benefit of  $408,000,  or $.37 basic and diluted  loss per
share for the first three  quarters of fiscal 2001,  compared to a net loss from
discontinued  operations  of $537,000,  net of tax benefit of $476,000,  or $.33
basic and diluted loss per share for the same period last year.








                                       13
<PAGE>







                               GENESEE CORPORATION



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

RESULTS OF CONTINUING OPERATIONS

Comparison of 13 weeks ended January 27, 2001 to 13 weeks ended January 29, 2000

         Foods Division

         Net revenues for the  Corporation's  Foods Division  decreased to $11.6
million in the third quarter this year as compared to $11.8 million for the same
period last year. The decrease in net revenues was primarily the result of lower
contract packaging  revenue,  which was partially offset by sales of a new drink
mix product.

         Gross  profit for the Foods  Division  decreased to $1.9 million in the
third  quarter  this year as compared  to $2.0  million for the same period last
year.  The lower gross  profit is related to the  decrease  in net sales  stated
above.

         Selling,  general and administrative expenses decreased to $1.3 million
in the third quarter of fiscal 2001 compared to $1.4 million for the same period
last year.  This decrease is the result of a variety of reductions in SG&A costs
realized in the third quarter of fiscal 2001.

         The Foods  Division  had  operating  income of $554,000 in fiscal 2001,
compared to operating income of $542,000 for the same period in fiscal 2000.


Comparison of 39 weeks ended January 27, 2001 to 39 weeks ended January 29, 2000

         Foods Division

         Net revenues for the  Corporation's  Foods Division  increased to $35.5
million for the first three quarters of fiscal 2001 as compared to $34.8 million
for the same  period  last year.  The  increase in net  revenues  was  primarily
attributable  to $2.7  million  in sales of a new  drink  mix  product  that was
partially  offset by a $1.7  million  decrease in sales of various  other retail
products and lower contract packaging revenue.

         Gross profit for the Foods  Division  decreased to $4.3 million for the
first three  quarters  of fiscal  2001 as compared to $4.6  million for the same
period  last year.  Gross  profit for the first  three  quarters  of fiscal 2001
includes a $900,000 pre-tax charge for estimated costs associated with a product
quality  problem  involving a new drink mix product and the decrease in sales of
other various retail and contract products mentioned above. The prior year gross
profit reflects $1.4 million of costs associated with  transitioning  production
to the Medina, New York facility.

         Selling,  general and administrative expenses decreased to $4.0 million
in the first three quarters of fiscal 2001 compared to $4.3 million for the same
period last year. This decrease is the result of a variety of reductions in SG&A
costs  realized in the first three  quarters of fiscal 2001 as well as $ 121,000
in fiscal 2000 costs associated with transitioning production to the Medina, New
York facility that were not present in fiscal 2001.

         The Foods Division had operating  income of $344,000 in the first three
quarters of fiscal 2001,  compared to operating  income of $254,000 in the first
three quarters of fiscal 2000.



                                       14
<PAGE>



                               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 in the aggregate
increased  $22.0 million from April 29, 2000 to January 27, 2001.  Cash and cash
equivalents  increased  $21.2  million  from April 29,  2000 to January 27, 2001
primarily  as  a  result  of  the  proceeds   received  from  the  sale  of  the
Corporation's  brewing business as well as the sale of a significant  portion of
the Corporation's  equipment lease portfolio,  both of which occurred during the
third  quarter of fiscal 2001 and provided  approximately  $27.0  million to the
Corporation.  Marketable  securities  increased  $828,000 from April 29, 2000 to
January 27, 2001 due primarily to the strong  performance  of the bond portfolio
owned by the Corporation.

             Net trade accounts receivable increased by $585,000.  This increase
from the April 29, 2000 balance is primarily  attributable to the timing of cash
receipts.

         Notes  receivable  in the  amount  of  $11.0  million  are due from the
purchaser of the Corporation's brewing business.

            Inventories increased by $1.5 million from April 29, 2000, primarily
as a result of additional purchases of sugar by the Foods Division.

           Other liabilities decreased by $625,000. This decrease from April 29,
2000 is due to payment under a deferred  compensation  arrangement to the estate
of  the  former  Chairman  of the  Board  and  Chief  Executive  Officer  of the
Corporation during the first half of fiscal 2001.

             Notes payable decreased $224,000. This decrease from April 29, 2000
is a result of normal and expected debt principal payments.

             In  connection  with the  decision  to sell or  dispose  of all the
Corporation's  assets and liquidate the Corporation,  the Corporation's Board of
Directors  has  decided to suspend  the payment of  quarterly  dividends  and to
instead  make   liquidating   distributions  as  and  when  feasible  under  the
Corporation's plan of liquidation and dissolution. The first partial liquidating
distribution was paid on March 1, 2001 (see Note H to the consolidated financial
statements.)









                                       15
<PAGE>











                               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, the estimated gain from the sale of the brewing business,
the estimated loss from the sale of the equipment  leasing  businesses,  and the
liquidation of the remaining  business  assets of the Corporation and the amount
and timing of future liquidating distributions. These forward-looking statements
involve  significant  risks and uncertainties and there can be no assurance that
the  expectations or results  reflected in these  statements will be realized or
achieved. These risks and uncertainties include, without limitation, the risk of
default by the purchaser of the  Corporation's  brewing  business on its payment
and other obligations under the promissory notes held by the Corporation;  risks
associated  with continued  ownership and operation of the  Corporation's  foods
business;  the possibility of delay in finding,  or failure to find,  buyers and
completing  the  divestiture  of the  foods  business  and  other  assets of the
Corporation;  possible contingent  liabilities and post-closing  indemnification
and  other  obligations  arising  from  the sale of the  Corporation's  brewing,
equipment  leasing  and  other   businesses;   and  risks  associated  with  the
liquidation and dissolution of the Corporation,  including  without  limitation,
settlement of the Corporation's  liabilities and obligations,  costs incurred in
connection with carrying out the plan of liquidation and dissolution, the amount
of  income  earned  on  the   Corporation's   cash  equivalents  and  short-term
investments  during the liquidation  period, and the actual amount and timing of
liquidating distributions.





                                       16
<PAGE>




























                               GENESEE CORPORATION


PART II.  OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K

     (a)  Exhibits.  The exhibits  filed with this report are  identified in the
                     Exhibit Index at page 19 of this report.

     (b) Reports on Form 8-K. The  Corporation  filed the  following  reports on
                    Form 8-K during the quarter ended January 27, 2001:

Date of Report                               Items Reported

November 1, 2000        Issuance of news release announcing expected delay
                                    in sale of brewing business.

December 18, 2000       Issuance of news release announcing sale of brewing
                                    business.

January 2, 2001         Sale of brewing business and equipment lease portfolio,
                        and pro forma financial statements for the fiscal years
                        ended April 29, 2000, May 1, 1999 and May 2, 1998,
                        and the thirteen and twenty six week periods ended
                        October 30, 1999 presenting results of operations and
                        financial condition of the Corporation as if it had
                        disposed of its brewing and equipment leasing businesses
                        as of said dates.

January 19, 2001        Issuance of news releases announcing payment of
                        partial liquidating distribution.





                                       17
<PAGE>






                               GENESEE CORPORATION






                                   SIGNATURES


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


                                                     GENESEE CORPORATION



Date:   3/13/01                                    /s / Mark W. Leunig
                                                        Mark W. Leunig
                             Sr. Vice President and Chief Administrative Officer



Date:   3/13/01                                   /s / Steven M. Morse
                                                       Steven M. Morse
                                               Vice President and Treasurer




                                       18
<PAGE>





                               GENESEE CORPORATION

                                  EXHIBIT INDEX

Exhibit Number             Exhibit                                    Page No.


3-1      Certificate of Amendment of the Certificate of Incorporation.     21


10-1     Asset Purchase Agreement, dated as of August 29, 1000 between
         The Genesee Brewing Company, Inc. and High Falls brewing Company,
         LLC. (incorporated by reference to Exhibit 10-1 to the Corporation's
                 report on Form 8-K filed on January 2, 2001).              -

10-2     Amendment No. 1 to Asset Purchase Agreement dated as of December 15,
         2000, between The Genesee Brewing Company, Inc. and High Falls
         Brewing Company, LLC. (incorporated by reference to Exhibit 10-2
         to the Corporation's report on Form 8-K filed on January 2, 2001). -


10-3     $3,500,000 First Senior Bridge Note dated December 15, 2000
         executed by High Falls Brewing, LLC in favor of The Genesee Brewing
         Company, Inc. (incorporated by reference to Exhibit 10-3 to the
         Corporation's report on Form 8-K filed on January 2, 2001).        -

10-4     $3,000,000 First Senior Bridge Note dated December 15, 2000
         executed by High Falls Brewing Company, LLC in favor of The
       Genesee Brewing Company, Inc. (incorporated by reference to Exhibit 10-4
         to the Corporation's report on Form 8-K filed on January 2, 2001). -

10-5     Mortgage dated as of December 15, 2000 executed by High Falls
          Brewing Company, LLC in favor of The Genesee Brewing Company,
             Inc. (incorporated by reference to Exhibit 10-5 to the
          Corporation's report on Form 8-K filed on January 2, 2001).       -

10-6     $4,500,000 Subordinated Promissory Note dated December 15,
          2000 executed by High Falls Brewing Company, LLC in favor of
         The Genesee Brewing Company, Inc. (incorporated by reference to
          Exhibit 10-6 to the Corporation's report on Form 8-K filed on
                               January 2, 2001).                            -

10-7     Security Agreement dated as of December 15, 2000 executed by
         High Falls Brewing Company, LLC in favor of The Genesee Brewing
         Company, Inc. (incorporated by reference to Exhibit 10-7 to the
          Corporation's report on Form 8-K filed on January 2, 2001).       -




                                       19
<PAGE>





                               GENESEE CORPORATION

                            EXHIBIT INDEX (CONTINUED)

Exhibit Number          Exhibit                                       Page No.

10-8       Intercreditor Agreement dated as of December 15, 2000
               among High Falls Brewing Company, LLC, The Genesee
              Brewing Company, Inc. Manufacturers and Traders Trust
                    Company and Cephas Capital Partners, LP.
                (incorporated by reference to Exhibit 10-8 to the
              Corporation's report on Form 8-K filed on January 2,
                                    2001).                                  -

10-9     Guaranty dated as of December 15, 2000 executed by The Genesee
         Brewing Company, Inc. in favor of Boston Brewing Company, Inc.
        d/b/a The Boston Beer Company for itself and as the sole general
      partner of Boston Beer Company Limited Partnership. (incorporated by
        reference to Exhibit 10-9 to the Corporation's report on Form 8-K
                          filed on January 2, 2001).                        -

10-10      Indemnification Agreement dated as of December 15, 2000 between
           The Genesee Brewing Company and High Falls Brewing Company,
      LLC. (incorporated by reference to Exhibit 10-10 to the Corporation's
                 report on Form 8-K filed on January 2, 2001).              -

10-11    Management Separation Agreement dated as of December 15, 2000
         among Genesee Corporation, The Genesee Brewing Company, Inc.,
            and Samuel T. Hubbard, Jr. (incorporated by reference to
         Exhibit 10-11 to the Corporation's report on Form 8-K filed on
                               January 2, 2001).                            -

10-12    Management Separation Agreement dated as of December 15, 2000
       between Genesee Corporation and John B. Henderson. (incorporated by
    reference to Exhibit 10-12 to the Corporation's report on Form 8-K filed
                             on January 2, 2001).                           -

10-13    Management Separation Agreement dated as of December 15, 2000
        between Genesee Corporation and Gary C. Geminn. (incorporated by
    reference to Exhibit 10-13 to the Corporation's report on Form 8-K filed
                             on January 2, 2001).                           -

10-14    Portfolio Purchase Agreement dated as of September 1,
                  2000 among Cheyenne Leasing Company, Genesee
                 Ventures, Inc., Taylor-Bolane Associates, Inc.,
                   Genesee Corporation and ICON Cheyenne, LLC.
               (incorporated by reference to Exhibit 10-14 to the
              Corporation's report on Form 8-K filed on January 2,
                                    2001).                                  -


10-15    2001 Restatement of 1992 Stock Plan.                              22





                                       20
<PAGE>





                                   EXHIBIT 3-1


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                         CERTIFICATE OF INCORPORATION OF
                               GENESEE CORPORATION

                Under Section 805 of the Business Corporation Law

         The  undersigned,  being the  President  of  Genesee  Corporation  (the
"Corporation"), hereby certifies that:

     I. The name of the Corporation is Genesee Corporation.  The Corporation was
formed under the name "The Genesee Brewing Co., Inc."

     II. The Certificate of  Incorporation of the Corporation was filed with the
Department of State of the State of New York on July 8, 1932.

     III. A new Paragraph 10 shall be added to the Certificate of  Incorporation
so as to permit shareholders to act by less than unanimous written consent.

     IV. To effect the foregoing  amendment  which is authorized by the Business
Corporation  Law,  a  new  Paragraph  10 of  the  Corporation's  Certificate  of
Incorporation is added to read as follows:

         "10. Whenever shareholders are required or permitted to take any action
         by vote, such action may be taken without a meeting on written consent,
         signed by the holders of  outstanding  shares  having not less than the
         minimum  number of votes that would be  necessary  to authorize or take
         such action at a meeting at which all shares  entitled to vote  thereon
         were present and voted."

     V. The amendment to the  Certificate of  Incorporation  effected hereby was
authorized by the Board of Directors of the  Corporation and by the holders of a
majority of all the outstanding  shares of stock of the Corporation  entitled to
vote thereon.

         IN WITNESS  WHEREOF,  the undersigned has signed this  Certificate this
13th day of December, 2000.


                                                /s/ Samuel T. Hubbard, Jr.
                                             ------------------------------
                                              Name:  Samuel T. Hubbard, Jr.
                                                   Title:  President







                                       21
<PAGE>










                                  EXHIBIT 10-15

                 Approved by Board of Directors January 18, 2001



                               GENESEE CORPORATION
                                 1992 STOCK PLAN
                                2001 Restatement





1.       PURPOSE

The purpose of the Plan is to enable  eligible key employees of the  Corporation
and its  subsidiaries  to purchase  shares of Common Stock of the Corporation by
means of stock options,  including  incentive stock options under Section 422 of
the Internal Revenue Code of 1986, and to provide for the award of stock bonuses
as additional  compensation to eligible key employees of the Corporation and its
subsidiaries.  An additional purpose of the plan is to increase the stake in the
Corporation of members of the Board of Directors of the  Corporation who are not
otherwise  officers or employees of the  Corporation or its  subsidiaries by the
award  of  stock  options.  Through  the use of such  options  and  awards,  the
Corporation  expects to be able to attract and retain the best available  talent
and to encourage  the highest  level of  performance  from key  personnel to the
Corporation and its subsidiaries.

2.       ADMINISTRATION

The Plan shall be  administered  by the  Management  Continuity  Committee  (the
"Committee")  consisting of not less than three directors appointed by the Board
of Directors of the Corporation. The Board shall fill any vacancy.

Subject  to  the  provisions  of the  Plan,  the  Committee  shall  possess  the
authority,  in its discretion (a) to determine the employees of the  Corporation
or its subsidiaries to whom, and the time or times at which,  options and awards
shall be  granted,  and the  number  and class of shares to be  subject  to each
option or award,  and to provide a limitation  on the number of shares  included
within the option or award that may be  purchased  by the optionee or granted to
an awardee  during any annual (or other  stated)  period;  (b) to interpret  the
Plan;  (c) to make and amend  rules and  regulations  relating  thereto;  (d) to
prescribe  the form and  conditions of option and award  agreements;  and (e) to
make all other  determinations  necessary or advisable for the administration of
the Plan. The Committee's  determinations  shall be conclusive and binding.  The
Committee shall have no discretion as to Outside Director's Options as set forth
in Section 5A hereof.

All grants and awards  under the Plan are intended to comply with Rule 16b-3 and
any  grant  or  award,  insofar  as it  does  not so  comply,  shall  be  deemed
ineffective  and  shall  be  construed  as to so  comply,  except  as  otherwise
determined by the Committee.


3.       ELIGIBLE EMPLOYEES

          Options or awards may be granted  under the Plan only to key employees
of the Corporation or one of its  subsidiaries,  as determined by the Committee.
Neither the members of the Committee,  nor any director who is not an officer or
employee of the  Corporation  or one of its  subsidiaries,  shall be eligible to
receive an option or award under the Plan, except pursuant to Section 5A.



                                       22
<PAGE>



4.       SHARES AVAILABLE

An  aggregate  of 300,000  shares of the Class A Common  Stock (par value  fifty
cents) or the Class B Common  Stock (par value fifty  cents)  shall be available
for grants of options or awards of stock bonuses under the Plan. Such shares may
be authorized  and unissued  shares or may be treasury  shares.  If an option or
stock bonus  expires,  terminates,  is canceled  without  being  exercised or is
forfeited or becomes not payable, new options or stock bonuses may be thereafter
granted or awarded  covering  such  shares.  No person shall  receive  grants of
options totaling more than 100,000 shares in the aggregate under the Plan.


5.       TERMS AND CONDITIONS OF OPTIONS

Each  option  granted  under  the Plan  shall  be  evidenced  by a stock  option
agreement in such form as the Committee  shall approve from time to time,  which
agreements shall conform with this Plan. Incentive stock option agreements shall
reflect the terms and conditions set forth in Sections 5(a) through 5(j) hereof.

(a)      Purchase Price.  The purchase price under each option shall be not
less than the fair market value of the stock at the time such option is granted.
The Committee  shall determine the purchase price. If an option is granted to an
employee who at the time of grant owns stock possessing more than ten percent of
the total  combined  voting power of all classes of stock of the  Corporation (a
"10-percent Shareholder"), the purchase price shall be at least 110% of the fair
market value of the stock subject to the option.

(b)      Duration of Option.  Each option by its terms shall not be
exercisable  after  the  expiration  of ten years  from the date such  option is
granted.  In the case of an option  granted  to a  10-percent  Shareholder,  the
option by its terms shall not be exercisable  after the expiration of five years
from the date such option is granted.

           (c) Options Nontransferable. Unless otherwise determined by
the  Committee,  each  option by its  terms  shall  not be  transferable  by the
optionee  otherwise  than by will or the laws of descent and  distribution,  and
shall be exercisable, during his lifetime, only by the optionee.

      (d) Exercise Period. The exercise of each option shall be subject to
such  conditions  as may be imposed by the Committee and specified in the option
agreement.  The Committee may,  among other things,  specify a minimum length of
employment  and may  stagger the period of  exercise  by  providing  that only a
certain percentage of options may be exercised each year.

Notwithstanding the foregoing, or the terms of any option agreement, all options
granted to current officers of the Corporation  during the Corporation's  fiscal
year  ended  April  29,  2000  shall  be  100  percent  vested  and  immediately
exercisable  upon the  December  15, 2000 sale of assets of The Genesee  Brewing
Company, Inc. to High Falls Brewing Company, LLC.

(e)      Payment of Option Price.  An option shall be exercised upon written
notice to the  Corporation  accompanied  by payment in full for the shares being
acquired.  The payment  shall be made in cash or by check;  by delivery of whole
shares  of  Common  Stock  of the  Corporation  registered  in the  name  of the
optionee, having an aggregate fair market value on the date of exercise equal to
the aggregate exercise price of the option being exercised; (for options granted
after the adoption of the 1994  amendments) by delivery of  instructions  to the
Corporation to withhold from the shares of Common Stock which would otherwise be
issued on the exercise  that number of whole  shares  having a fair market value
equal to the exercise price; or by a combination of the foregoing.



                                       23
<PAGE>





                  Subject  to  the  approval  of the  Board  of  Directors  upon
recommendation  by the  Committee,  in respect of the  exercise of options,  the
Corporation  may loan to an employee an amount which is not in excess of 100% of
the purchase  price of the shares so purchased  upon  exercise,  such loan to be
evidenced by the  execution  and delivery of a promissory  note. If the Board of
Directors  determines  that interest  shall be paid on the unpaid balance of the
promissory  note,  such interest shall be paid at such times and at such rate as
shall be determined by the Board.  Such  promissory note shall be secured by the
pledge to the  Corporation  of shares having an aggregate  purchase price on the
date of exercise equal to or greater than the principal  amount of such note. An
employee  shall  have,  as to such  pledge  shares,  all  rights  of  ownership,
including  the right to vote such shares and to receive  dividends  paid on such
shares,  subject to the security interest of the Corporation.  Such shares shall
not be  released by the  Corporation  from the pledge  unless the  proportionate
amount of the note secured thereby has been repaid to the Corporation. All notes
executed  hereunder shall be payable at such times and in such amounts and shall
contain  such  other  terms as shall be  specified  by the  Board of  Directors,
provided,  however,  that such terms shall conform to requirements  contained in
any applicable regulations which are issued by any governmental authority.

                  If the employment of an employee terminates for any reason, or
if the Corporation makes a liquidating distribution to shareholders,  any unpaid
balance on any  promissory  note used in the  purchase of stock shall become due
and  payable  immediately  upon  notice  by the  Corporation.  In the  case of a
liquidating distribution, the Corporation shall be entitled to withhold from the
liquidating  distribution  otherwise  payable  to the  employees  the  remaining
balance due on any outstanding promissory note.

(f)      Maximum Value of Shares.  All options granted to an employee
under this Plan and any other  incentive  stock  option plan  maintained  by the
Corporation or its subsidiaries shall restrict to $100,000 in each calendar year
the aggregate fair market value  (determined on the date of grant) of the Common
Stock with respect to which the incentive  stock options are exercisable for the
first time by an employee.

(g)      Rights as a Shareholder.  The optionee shall have no rights as a
shareholder  with respect to any option shares until the date of issuance to the
optionee of a stock  certificate for such shares and no adjustment shall be made
for any dividends or other rights the record date for which is prior to the date
such stock certificate is issued.

(h)      General Restriction.  Each option shall be subject to the
requirement that, if at any time the Board of Directors shall determine,  in its
discretion,  that the  listing,  registration  or  qualification  of the  shares
subject  to such  option  upon any  securities  exchange  or under  any state or
federal law, or the consent or approval of any governmental  regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such option or the issue or purchase of shares  thereunder,  such option may not
be   exercised  in  whole  or  in  part  unless  such   listing,   registration,
qualification,  consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors.

                  (i) Limit on Grants.  Each option  must be granted  within ten
years from the date of the Plan's  adoption  or the date the Plan is approved by
shareholders, whichever is earlier.

                  (j)  Termination  of  Employment.  If  the  employment  of  an
optionee  terminates for any reason other than death or  disability,  the option
may be exercised by him at any time prior to the earlier of the expiration  date
of the option or the  expiration of three months after the date of  termination,
but only if, and to the extent  that,  he was entitled to exercise the option at
the date of such termination.  Notwithstanding the foregoing,  an option may not
be exercised  after  termination of employment if the Committee  determines that
the  termination  of employment of such optionee  resulted from willful acts, or
failure to act, by the optionee  detrimental  to the  Corporation  or any of its
subsidiaries.  The Committee  shall  determine  whether an  authorized  leave of
absence shall  constitute a termination of employment for purposes of this Plan.
If an  optionee's  employment  terminates  by reason of  disability  (within the
meaning of Section  22(e)(3) of the Internal Revenue Code of 1986) or death, his
option may be  exercised at any time prior to the earlier of the  expiration  of
the  option  or the  expiration  of  one  year  following  the  date  employment
terminated  due to disability or death.  If after  termination of employment but
before the  expiration  of the earlier of the option  period or the three months
period,  the optionee dies, the option shall continue to be exercisable only for
the  remainder  of either such period  (whichever  is shorter)  and the one year
period shall not be applicable.


                                       24
<PAGE>

                 Options other than incentive stock options may be granted under
the Plan at exercise prices as the Committee shall determine. Such non-incentive
stock options shall be evidenced by stock option  agreements which shall contain
such provisions as the Committee shall deem appropriate and which shall identify
the  options  as not  being  incentive  stock  options.  To the  extent  that an
incentive stock option does not meet the  requirements  applicable  thereto,  it
shall be deemed a non-incentive  stock option and shall otherwise remain in full
force and effect.


         5A.      OUTSIDE DIRECTOR'S OPTIONS

(a)      Outside Director's Options.  Subject to the limitation in
Section  5A(j),  an  option to  purchase  1,000  shares of Class B Common  Stock
("Outside  Director's Options") (as may be adjusted pursuant to Section 7) shall
be  granted  automatically  to each  member  of the  Board of  Directors  of the
Corporation  who is not otherwise an officer or employee of the  Corporation  or
its subsidiaries  ("Outside  Director").  The first Outside  Director's  Options
shall be granted to each Outside Director  immediately  following the meeting of
the Board at which this  Section 5A is added to the Plan subject to the approval
of  shareholders  at the next  following  annual  meeting  of the  Corporation's
shareholders.  The grant of Outside  Director's Options shall continue each year
immediately following the annual meeting of the Corporation's shareholders until
and including the annual meeting of the  Corporation's  shareholders in the year
2002.  Any Outside  Director  who is elected to the Board after the above grants
commence shall also automatically  receive an option to purchase 1,000 shares of
Class B Common  Stock  each  year for the  number of years  remaining  until and
including the annual meeting of the Corporation's shareholders in the year 2002,
beginning with the annual meeting of the Corporation's shareholders at which the
director  is  elected  or the  meeting of the  Corporation's  shareholders  next
following the election if the election is by the Board.

(b)      General.  Each Outside Director's Option granted under the Plan
shall be evidenced by an agreement (an  "Agreement")  duly executed on behalf of
the  Corporation and by the director to whom such Outside  Director's  Option is
granted and dated as of the applicable  date of grant.  Each Agreement  shall be
signed on behalf of the  Corporation  by an officer or officers  delegated  such
authority by the Committee using manual  signature.  Each Agreement shall comply
with and be subject to the terms and  conditions of the Plan.  Any Agreement may
contain such other terms,  provisions and conditions not  inconsistent  with the
Plan or this Section 5A as may be  determined by the  Committee,  so long as the
"disinterestedness"  requirement  of Section 2 is not  compromised.  All Outside
Director's Options granted under the Plan shall be non-qualified stock options.

(c)      Outside  Director's Option Exercise Price. The exercise price per share
         for an  Outside  Director's  Option  shall  be the  fair  market  value
         determined  as of the date of  grant by  taking  the mean  between  the
         highest and lowest quoted selling prices on that date. If there were no
         sales on the date of grant,  fair market value shall be  determined  by
         taking the weighted average of the means between the highest and lowest
         sales on the  nearest  date  before  and the  nearest  date  after  the
         valuation date, in accordance with the Estate Tax  Regulations,  26 CFR
         ss. 20.2031-2.

(d)      Exercise.  Outside Director's Options shall be exercisable
immediately upon grant and are exercisable in whole or in part, at any time from
time to time,  until the  expiration or  termination of their term in accordance
with Section 5A(f) by giving  written  notice of exercise,  signed by the person
exercising the Outside Director's Option, to the Secretary of the Corporation at
the  principal  office of the  Corporation  specifying  the  number of shares of
Common Stock as to which the Outside  Director's  Option is then being exercised
together  with  payment of the full  exercise  price for the number of shares of
Common Stock to be purchased. The date both such notice and payment are received
by the office of the Corporate Secretary of the Corporation shall be the date of
exercise  of  the  Outside  Director's  Option  as to  such  number  of  shares.
Notwithstanding any provision to the contrary,  no Outside Director's Option may
at any time be exercised with respect to a fractional share.




                                       25
<PAGE>





(e)      Payment of Exercise Price.  The exercise price may be paid:

                  (i) in cash, or by check, bank draft or money
           order payable in United States dollars to the order of the
                                 Corporation; or

     (ii) by delivery by the Outside Director to the Corporation of whole shares
of  Common  Stock  registered  in the name of the  Outside  Director  having  an
aggregate  fair  market  value on the date of  exercise  equal to the  aggregate
exercise  price of the Common  Stock as to which the Stock  Option is then being
exercised; or

     (iii) by delivery of  instructions  to the Corporation to withhold from the
shares of Common  Stock which would  otherwise  be issued on the  exercise  that
number of whole shares  having a fair market value equal to the exercise  price;
or

              (iv) by any combination of (i), (ii) or (iii) above.

 (f) Term of Outside Director's Options. Each Outside Director's Option shall
     expire five (5) years from its date of grant, but shall be subject
     to earlier termination as follows:


     (i) In the  event  of  the  termination  of an  Outside  Director's  Option
holder's service as a Director, by reason of the removal of the Director (by the
shareholders, the Board of Directors or otherwise), the then-outstanding Outside
Director's  Options  of such  holder  (whether  or not then  exercisable)  shall
automatically expire on (and may not be exercised on) the effective date of such
termination.

     (ii) In the  event  of the  termination  of an  Outside  Director's  Option
holder's  service as a Director by reason of  retirement  or total and permanent
disability, the then-outstanding Outside Director's Options of such holder shall
become  exercisable,  to the full extent of the number of shares of Common Stock
remaining  covered by such  Outside  Director's  Options,  and each such Outside
Director's Option shall expire one year after the date of such termination or on
the stated expiration date,  whichever is earlier. For purposes of this Section,
the phrase "by reason of retirement" means (a) mandatory  retirement pursuant to
Board  policy  or (b)  termination  of  service  by  deciding  not to stand  for
re-election.

     (iii) In the  event of the death of an  Outside  Director's  Option  holder
while such holder is a Director, the then-outstanding Outside Director's Options
of such holder  shall  become  exercisable,  to the full extent of the number of
shares of Common Stock remaining covered by such Outside Director's Options, and
each such  Outside  Director's  Option  shall  expire one year after the date of
death of such  optionee or on the stated  grant  expiration  date,  whichever is
earlier.  Exercise of a deceased  holder's Outside  Director's  Options that are
still  exercisable  shall be by the  estate of such  holder or by the  person or
persons to whom the  holder's  rights have passed by will or the laws of descent
and distribution.





                                       26
<PAGE>





     (iv) In the  event  of the  termination  of an  Outside  Director's  Option
holder's  service  as a  Director  for any reason  other  than as  described  in
Sections  5A(f)(i)-(iii),  including without limitation,  resignation,  the then
outstanding  Outside Director's Options of such holder shall become exercisable,
to the full extent of the number of shares of Common Stock remaining  covered by
such Outside Director's  Options,  and each such Outside Director's Option shall
expire three (3) months after the effective  date of such  termination or on the
stated grant expiration date, whichever is earlier.

(f)      Limitation of Rights.  Neither the recipient of an Outside Director's
Option under the Plan nor the  recipient's  successor or  successors in interest
shall have any rights as a shareholder  of the  Corporation  with respect to any
shares of Common Stock subject to an Outside  Director's  Option granted to such
person  until the date of  issuance  of a stock  certificate  for such shares of
Common Stock.

(g)      Limitation as to Directorship.  Neither the Plan, nor the granting of
an Outside  Director's  Option,  nor any other action taken pursuant to the Plan
shall  constitute or be evidence of any agreement or  understanding,  express or
implied,  that an Outside Director has a right to continue as a Director for any
period of time or at any particular rate of compensation.

(h)      Limitation on Awards to Outside Directors.  Notwithstanding any
provision to the contrary,  an Outside Director shall not be entitled to receive
or  participate  in any  grant  or  award  under  the Plan  other  than  Outside
Director's  Options  which are  granted to such  Outside  Director  pursuant  to
Section 5A(a) and meet all of the requirements of Section 5A applicable thereto.

(i)      Curtailment of Outside Director's Options.  Notwithstanding any
provision  to the  contrary,  no  Outside  Director's  Option  shall be  granted
pursuant  to Section  5A(a) on a date when the number of shares of Common  Stock
authorized and then available for issuance pursuant to the Plan is less than the
aggregate  number of such shares  which  would be  issuable  pursuant to Outside
Director's Options otherwise required to be granted on such date.

                  (k)  Conflicting  Provisions.  In the  event  of any  conflict
between a provision of this  Section 5A and a provision in any other  section of
the Plan with  respect to Outside  Director's  Options,  such  provision of this
Section 5A shall be deemed to control. Except in the case of conflict,  however,
provisions in other sections are applicable.


6.       STOCK BONUS AWARDS

The Committee shall have authority to award stock bonuses to eligible  employees
as additional  compensation for service to the Corporation.  Stock bonuses shall
be awarded for past services and, unless otherwise  determined by the Committee,
for no cash consideration.  All shares awarded as a stock bonus shall be subject
to such  restrictions,  if any,  as the  Committee  may  determine.  In order to
enforce any restrictions imposed by the Committee on a stock bonus, the employee
awarded  the stock  bonus shall  enter into an  agreement  with the  Corporation
setting forth the restrictions or conditions of the award.


7.       ADJUSTMENT OF SHARES

In the event of any change in the Common Stock of the  Corporation  by reason of
any stock dividend,  recapitalization,  reorganization,  merger,  consolidation,
split-up,  combination,  or exchange of shares,  or rights  offering to purchase
Common Stock at a price substantially below fair market value, or of any similar
change  affecting  the  Common  Stock,  the  number  and  kind of  shares  which
thereafter may be optioned and sold or awarded under the Plan and the number and
kind of shares  subject  to  option in  outstanding  option  agreements  and the
purchase price per share thereof shall be appropriately adjusted consistent with
such  change in such  manner as the  Committee  may deem  equitable  to  prevent
substantial  dilution or enlargement of the rights granted to, or available for,
participants in the Plan.

                                       27
<PAGE>


8.       NO EMPLOYMENT RIGHTS

The Plan and any options or awards  granted under the Plan shall not confer upon
any optionee or awardee any right with respect to  continuance  of employment by
the Corporation or any subsidiary,  nor shall they interfere in any way with the
right of the  Corporation  or any  subsidiary by which an optionee or awardee is
employed to terminate his employment at any time.


9.       AMENDMENT AND DISCONTINUANCE

This Plan may be amended,  modified or  terminated  by the  shareholders  of the
Corporation  or by the  Board of  Directors,  except  that the Board may not (i)
amend the Plan more than once every six months to change  the  amount,  price or
timing of  Director's  Options or (ii)  without  approval  of the  shareholders,
materially  increase  the  benefits  accruing  to  participants  under the Plan,
increase  the  maximum  number of shares as to which  options  or awards  may be
granted under the Plan,  change the minimum  option  price,  change the class of
eligible employees, extend the period for which options or awards may be granted
or exercised,  or cause options or awards granted under the Plan to fail to meet
the  requirements of Rule 16b-3. No amendment,  modification,  or termination of
the Plan may,  without the written  consent of an employee to whom any option or
restricted  award shall  theretofore  have been  granted,  adversely  affect the
rights of such employee under such option or restricted award.


10.      EFFECTIVE DATE

The  effective  date of the Plan  shall be the  earlier  of the date the Plan is
adopted  by the  Board  of  Directors  or the  date  the  Plan  is  approved  by
shareholders,  so long as the latter date is within  twelve months of the former
date.


         11.      NAME OF PLAN

         The name of the Plan shall be Genesee Corporation 1992 Stock Plan, 2001
Restatement.

                                       28
<PAGE>