<PAGE>







                       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 October 26, 2002
                               ----------------
                                       OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the transition period from                    to
                               ------------------    ------------------

                         Commission File Number 0 - 1653
                                                --------

                               GENESEE CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

 STATE OF NEW YORK                                           16-0445920
--------------------                                         ----------
 (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                            Identification No.)

 600 Powers Bldg., 16 W. Main Street, Rochester, New York           14614
----------------------------------------------------------          -----
 (Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code    (585)  454-1250
                                                     ----------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes   [X]       No [ ]

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

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

                                                              Number of Shares
         Class                                                    Outstanding
         -----                                                    -----------

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

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





<PAGE>

                                                                    Page 2 of 18


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


           Statements Of Net Assets In Liquidation (Liquidation Basis)
                       October 26, 2002 and April 27, 2002
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                                    UNAUDITED
                                                                                             OCTOBER 26, 2002     APRIL 27, 2002
                                                                                             ----------------     --------------
ASSETS

<S>                                                                                                <C>                 <C>
           Cash and cash equivalents                                                               $    3,716          $   11,147
           Restricted cash                                                                              5,600               5,600
           Marketable securities available for sale                                                     5,361               6,667
           Notes receivable                                                                             2,800              10,081
           Investment in and notes receivable from unconsolidated real estate partnerships                  0               6,351
           Investment in direct financing and leveraged leases                                             92                 209
           Estimated income tax receivable                                                                842                 994
           Other assets                                                                                   362                 811
                                                                                                   ----------          ----------
                       Total assets                                                                $   18,773          $   41,860
                                                                                                   ==========          ==========

LIABILITIES AND NET ASSETS

           Accrued compensation                                                                    $    1,025          $    1,245
           Accrued expenses and other liabilities                                                       1,156               1,021
           Liquidating distribution payable                                                                 0               8,370
           Accrued self-insured workers compensation                                                    1,361               1,602
                                                                                                   ----------          ----------
                       Total liabilities                                                                3,542              12,238
                                                                                                   ----------          ----------

    Net assets in liquidation                                                                      $   15,231          $   29,622
                                                                                                   ==========          ==========


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

    Net assets in liquidation per outstanding share                                                $     9.10          $    17.69
                                                                                                   ==========          ==========


</TABLE>

    See accompanying notes to consolidated financial statements.






<PAGE>
                                                                    Page 3 of 18

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


      Statement Of Changes In Net Assets In Liquidation (Liquidation Basis)
          For the Twenty Six and Thirteen Weeks Ended October 26, 2002
                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                                                               UNAUDITED

<S>                                                                                                         <C>
Net assets in liquidation at April 27, 2002                                                                     $ 29,622

Interest income                                                                                                      305

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

Net assets in liquidation at July 27, 2002                                                                        29,919

Liquidating distributions paid to shareholders                                                                   (13,393)

Interest income                                                                                                      299

Changes in estimated liquidation values of assets and liabilities                                                 (1,594)
                                                                                                                --------

Net assets in liquidation at October 26, 2002                                                                   $ 15,231
                                                                                                                ========
</TABLE>


See accompanying notes to consolidated financial statements.













<PAGE>


                                                                    Page 4 of 18

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

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


<TABLE>
<CAPTION>



                                                                                                          UNAUDITED

<S>                                                                                                     <C>
Revenues                                                                                                $         0

           Cost of goods sold                                                                                     0
                                                                                                        -----------

Gross profit                                                                                                      0

           Selling, general and administrative expenses                                                         227
                                                                                                        -----------

Operating loss                                                                                                 (227)

          Investment and interest income                                                                        290
          Other income                                                                                            0
                                                                                                        -----------

                 Earnings  from continuing operations before income taxes                                        63

Income tax expense                                                                                               25
                                                                                                        -----------

                 Earnings from continuing operations                                                             38

Discontinued operations:
      Earnings from operations of the discontinued segments
       (less applicable income tax expense of                                                           $       387

      Loss on sale of the Foods Division (less applicable income tax benefit of $0)                          (1,166)

     Adjustment to the loss on disposal of Genesee Ventures, Inc.
      (less applicable income tax benefit of $ 82)                                                             (122)
                                                                                                        -----------

                    Net loss before extraordinary item                                                         (863)

Extraordinary item - Loss from the exstinguishment of debt, net of income tax benefit of $ 257                 (385)
                                                                                                        -----------

                    Net loss                                                                                 (1,248)

Other comprehensive income, net of income taxes:
        Unrealized holding gains arising during the period                                                       75
                                                                                                        -----------

        Comprehensive loss                                                                              $    (1,173)
                                                                                                        ===========


Basic and diluted earnings per share from continuing operations                                         $      0.02
Basic and diluted earnings per share from discontinued operations                                       $      0.23
Basic and diluted loss per share from the sale of the Foods Division                                    $     (0.70)
Basic and diluted loss per share from disposal of Genesee Ventures, Inc.                                $     (0.07)
Basic and diluted loss per share from the extraordinary item                                            $     (0.23)
                                                                                                         -----------
            Basic and diluted loss per share                                                            $     (0.75)
                                                                                                        ===========

Weighted average common shares outstanding                                                                1,674,086
Weighted average and common equivalent shares                                                             1,674,086
</TABLE>

See accompanying notes to consolidated financial statements.









<PAGE>


                                                                    Page 5 of 18

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

           Consolidated Statements of Earnings and Comprehensive Loss
                    Twenty Two Weeks Ended September 29, 2001
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>





                                                                                                         UNAUDITED

<S>                                                                                                     <C>
Revenues                                                                                                $         0

           Cost of goods sold                                                                                     0
                                                                                                        -----------

Gross profit                                                                                                      0

           Selling, general and administrative expenses                                                         503
                                                                                                        -----------

Operating loss                                                                                                 (503)

          Investment and interest income                                                                        735
          Other income                                                                                            5
                                                                                                        -----------

                 Earnings  from continuing operations before income taxes                                       237

Income tax expense                                                                                               95
                                                                                                        -----------

                 Earnings from continuing operations                                                            142

Discontinued operations:
      Loss from operations of the discontinued segments
       (less applicable income tax expense of                                                           $   (21,154)

      Loss on sale of the Foods Division (less applicable income tax benefit of $0)                          (1,166)

      Adjustment to the loss on disposal of Genesee Ventures, Inc.
       (less applicable income tax expense of $ 145)                                                            232
                                                                                                        -----------

                    Net loss before extraordinary item                                                      (21,946)

Extraordinary item - Loss from the exstinguishment of debt, net of income tax benefit of $ 257                 (385)
                                                                                                        -----------

                    Net loss                                                                                (22,331)

Other comprehensive income, net of income taxes:
        Unrealized holding gains arising during the period                                                      157
                                                                                                        -----------

        Comprehensive loss                                                                              $   (22,174)
                                                                                                        ===========


Basic and diluted earnings per share from continuing operations                                         $      0.08
Basic and diluted loss per share from discontinued operations                                           $    (12.64)
Basic and diluted loss per share from the sale of the Foods Division                                    $     (0.70)
Basic and diluted gain per share from disposal of Genesee Ventures, Inc.                                $      0.14
Basic and diluted loss per share from the extraordinary item                                            $     (0.23)
                                                                                                        -----------
            Basic and diluted loss per share                                                            $    (13.35)
                                                                                                        ===========

Weighted average common shares outstanding                                                                1,674,086
Weighted average and common equivalent shares                                                             1,674,086
</TABLE>

See accompanying notes to consolidated financial statements.










<PAGE>



                                                                    Page 6 of 18

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                    TWENTY TWO WEEKS ENDED SEPTEMBER 29, 2001
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                                                UNAUDITED
                                                                                                                   2001

<S>                                                                                                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net earnings from continuing operations                                                          $              142
    Adjustments to reconcile net earnings to net
      cash provided by operating activities:
             Net gain on sale of marketable securities                                                               (8)
             Deferred tax provision                                                                                  (2)
             Extraordinary loss from early exstinguishment of debt                                                 (642)
             Other                                                                                                 (293)
    Changes in non-cash assets and liabilities, net of amounts sold:
             Income taxes payable                                                                                   545
                                                                                                     -------------------

                        Net cash used in continuing operating activities                                           (258)
             Net cash provided by discontinued operations                                                         2,078
                        ------------------------------------------------------------------------------------------------
                        NET CASH PROVIDED BY OPERATING ACTIVITIES                                                 1,820
                        ------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sale of marketable securities                                                                   2,018
    Purchases of marketable securities and other investments                                                     (2,160)
                                                                                                     -------------------

                        Net cash used in continuing investing activities                                           (142)
                                                                                                     -------------------

                 Proceeds from sale of Foods Division                                                            22,079
                Other cash provided by discontinued operations                                                      535
                                                                                                     -------------------

             Net cash provided by discontinued operations                                                        22,614
                        ------------------------------------------------------------------------------------------------
                        NET CASH PROVIDED BY INVESTING ACTIVITIES                                                22,472
                        ------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
                        Net cash used in continuing financing activities                                              0
             Net cash used in discontinued operations                                                            (5,973)
                        ------------------------------------------------------------------------------------------------
                        NET CASH USED IN  FINANCING ACTIVITIES                                                   (5,973)
                        ------------------------------------------------------------------------------------------------

Net increase in cash and cash equivalents                                                                        18,319

Cash and cash equivalents at beginning of the period                                                             12,237

             -----------------------------------------------------------------------------------------------------------
             CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                          $           30,556
             ===========================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.









<PAGE>
                                                                    Page 7 of 18


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE (A)          DIVESTITURE OF THE CORPORATION'S OPERATING BUSINESSES AND
                  OTHER ASSETS

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

                  The Corporation sold its brewing business in December 2000 to
                  High Falls Brewing Company, LLC ("High Falls") for $27.2
                  million. The Corporation received $11 million of the sale
                  price in the form of notes receivable more fully described in
                  Note B.

                  The Corporation sold a significant portion of its equipment
                  lease portfolio in December 2000 and received $12.8 million in
                  proceeds. The Corporation continues to hold some of the leases
                  which it retained after this sale.

                  On October 10, 2001, the Corporation sold all of the
                  outstanding stock of its Ontario Foods, Inc. subsidiary, which
                  constituted its Foods Division, to Associated Brands, Inc.
                  ("ABI") for $27 million. Net of purchase price adjustments,
                  the Corporation received $22.1 million in cash. The
                  Corporation also took back a $2.25 million note and mortgage.
                  The note and mortgage, together with $178,000 in cash paid by
                  ABI, were placed in escrow for a period of eighteen months to
                  cover any contingent liabilities or post-closing obligations
                  of the Corporation. On April 5, 2002 ABI paid in full the
                  $2.25 million note and mortgage so the $2.43 million escrow is
                  now funded entirely by cash, which is invested in commercial
                  bank money market funds.

                  On May 31, 2002, the Corporation sold its ten-percent interest
                  in an office building located in Rochester, New York and a
                  related note receivable from the building owner for $2.4
                  million in cash. In connection with this transaction, the
                  purchasers have agreed to indemnify the Corporation for any
                  liability arising from the Corporation's guaranty of half of a
                  $5.5 million senior subordinated loan on the building.

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

                  With the sale of its interest in the apartment complexes
                  mentioned above, the Corporation completed the liquidation
                  phase of its plan of liquidation and dissolution.

NOTE (B)          LIQUIDATION BASIS OF ACCOUNTING

                  With the sale of its Foods Division, which is described in
                  Note A, the Corporation adopted the liquidation basis of
                  accounting effective September 29, 2001. Under the liquidation
                  basis of accounting, assets are stated at their estimated net
                  realizable values and liabilities are stated at their
                  estimated settlement amounts, which estimates are periodically
                  reviewed and adjusted. A Statement of Net Assets and a
                  Statement of Changes in Net Assets are the two financial
                  statements presented under the Liquidation Basis of
                  Accounting.




<PAGE>
                                                                    Page 8 of 18


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE (B)          LIQUIDATION BASIS OF ACCOUNTING (CONTINUED)

                  The valuation of assets at their net realizable value and
                  liabilities at their anticipated settlement amounts
                  necessarily requires many estimates and assumptions. In
                  addition, there are substantial risks and uncertainties
                  associated with carrying out the liquidation and dissolution
                  of the Corporation. The valuations presented in the
                  accompanying Statement of Net Assets in Liquidation represent
                  estimates, based on present facts and circumstances, of the
                  net realizable values of assets and the costs associated with
                  carrying out the plan of liquidation and dissolution based on
                  the assumptions set forth below. The actual values and costs
                  are expected to differ from the amounts shown herein and could
                  be greater or lesser than the amounts recorded. In particular,
                  the estimates of the Corporation's costs will vary with the
                  length of time it operates. In addition, the estimate of net
                  assets in liquidation per share presented in accordance with
                  GAAP in the accompanying Statement of Net Assets in
                  Liquidation does not incorporate a present value discount to
                  reflect the amount of time that will transpire before the
                  value of those assets is distributed to shareholders.
                  Accordingly, it is not possible to predict the aggregate
                  amount that will ultimately be distributable to shareholders
                  and no assurance can be given that the amount to be received
                  in liquidation will equal or exceed the estimate of net assets
                  in liquidation per share presented in the accompanying
                  Statement of Net Assets in Liquidation or the price or prices
                  at which the Corporation's common stock has generally traded
                  or is expected to trade in the future.

                  General assumptions used and asset and liability values under
                  the Liquidation Basis of Accounting

                  Following are assumptions utilized by management in assessing
                  the fair value of assets and the expected settlement values of
                  liabilities included in the Statement of Net Assets in
                  Liquidation as of October 26, 2002.

                  Cash and cash equivalents / restricted cash - Presented at
                  face value. The Corporation considers all highly liquid
                  investments with original maturities of three months or less
                  to be cash equivalents. The Corporation maintains balances in
                  various operating and money market accounts in excess of
                  federally insured limits. At October 26, 2002, substantially
                  all cash balances were in excess of federally insured limits.

                  Marketable securities available for sale - Presented at quoted
                  market prices. The Corporation maintains a portfolio that
                  consists predominantly of high quality corporate bonds which
                  is managed by an independent third party. Valuation of the
                  Corporation's marketable securities is based upon closing
                  prices of their marketable securities, as provided by the
                  investment manager, at October 26, 2002.

                  Notes receivable - Stated at fair value, which has been
                  discounted from face value as described below. As partial
                  consideration for the Corporation's sale of Genesee Brewing
                  Company, the Corporation received $11 million in notes
                  receivable from the buyer. On July 30, 2002 the Corporation
                  received $5.9 million in satisfaction of the remaining
                  principal balance due on two bridge notes with original face
                  amounts of $3.5 million and $3 million. This prepayment was in
                  accordance with the terms of the notes, which required
                  prepayment at such time as the buyer received proceeds from
                  HUD financing. At October 26, 2002, the only amount remaining
                  due to the Corporation is $4 million under a subordinated note
                  receivable. The remaining $4 million note balance is due as
                  follows: $1 million due on December 15, 2002 and $3 million
                  due on December 15, 2003. However, the Corporation has been
                  notified by High Falls that it will not be able to make the $1
                  million December 15, 2002 principal payment. The Corporation
                  has adjusted the value of the subordinated note on the
                  Statement of Net Assets in Liquidation to $2.8 million to
                  reflect


<PAGE>
                                                                    Page 9 of 18

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE (B)          LIQUIDATION BASIS OF ACCOUNTING (CONTINUED)

                  management's current estimate of the value of the note, which
                  is based on the fair market value of publicly traded debt
                  instruments of similar quality.

                  Investment in direct financing and leveraged leases -
                  Presented at the present value of future lease payments of
                  leases under renewal and the estimated fair value of all
                  equipment under renewed and month-to-month leases.

                  Estimated income tax receivable - Based on management's
                  estimate. Amount reflects the impact on cash flow under an
                  orderly liquidation scenario. It is comprised of current taxes
                  on current year income, adjusting for estimates of future
                  income, and the utilization of tax credits and carryforwards.
                  Certain amounts included in the estimated income tax
                  receivable are subject to audit by various taxing authorities.
                  Management does not believe that the results of any audit will
                  significantly alter this amount. During the first quarter of
                  fiscal 2003 this amount was reduced by $200,000 related to the
                  Corporation's sale of its investment in the two apartment
                  complexes mentioned above.

                  Other assets - Valued based on management estimates.

                  Accrued compensation, accrued expenses, and other liabilities
                  - Based on management's estimate. These are the estimated
                  costs to complete the Corporation's plan of liquidation and
                  dissolution, and represent the estimated cash costs of
                  operating the Corporation through its expected termination
                  date, which is currently February 2004. These run-out costs,
                  which were increased by $450,000 in the second quarter of
                  fiscal 2003, include personnel, facilities, professional fees,
                  and other related costs, and are estimated based on various
                  assumptions regarding the number of employees, the use of
                  outside professionals (including attorneys and accountants)
                  and other costs. Given that there is inherent uncertainty in
                  the estimation process, actual results could be materially
                  different from the amount that the Corporation has estimated.

                  During the first quarter of fiscal 2003, the accrued expenses
                  and other liabilities estimate was increased by $350,000 as
                  the result of preliminary audit findings from a New York State
                  sales and use tax audit related to the Corporation's former
                  brewing business.

                  Accrued self-insured workers compensation - Based on an
                  independent actuarial valuation. The Corporation is
                  self-insured for workers compensation claims and has retained
                  this liability for the subsidiaries that were sold. The
                  Corporation is required to have a statutory standby letter of
                  credit in the amount of $3.2 million for workers compensation
                  claims. This letter of credit, which is renewed annually, has
                  been collateralized by Corporation cash and is in effect
                  through August 2003.

                  Contingent liabilities - In addition to liabilities recorded
                  on the accompanying consolidated financial statements, the
                  Corporation also has certain contingent liability claims.
                  Management does not believe that there will be any future
                  material cash outflows as a result of these claims, or as a
                  result of any other unknown claims or liabilities, thus no
                  amount is included in these accompanying consolidated
                  financial statements.


<PAGE>
                                                                   Page 10 of 18


                               GENESEE CORPORATION
                                AND SUBSIDIARIES



NOTE (C)          FINANCIAL STATEMENT PRESENTATION

                  Liquidation Basis Financial Statements

                  The Corporation's Statement of Net Assets in Liquidation as of
                  October 26, 2002 and Statement of Changes in Net Assets in
                  Liquidation for the twenty six and thirteen weeks ended
                  October 26, 2002 presented herein are unaudited. The April 27,
                  2002 Statement of Net Assets has been audited. In the opinion
                  of management, these financial statements reflect all
                  adjustments which are necessary for a fair presentation of the
                  results for the interim period presented.

                  Net assets in liquidation per outstanding share, which is
                  reported in the Statement of Net Assets in Liquidation, is
                  calculated by dividing net assets in liquidation by the number
                  of common shares outstanding as of the specific statement
                  date.

                  Going-Concern Basis Financial Statements

                  For the prior year nine and twenty two week periods ended
                  September 29, 2001, all of the Corporation's subsidiary
                  operating businesses are reported as discontinued operations
                  with only the corporate segment reported as continuing
                  operations. The Consolidated Statements of Earnings and
                  Comprehensive Loss and the Consolidated Statements of Cash
                  Flows are the only going-concern based financial statements
                  that are included in this report.

                  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 Corporation's annual report on Form 10-K
                  for the year ended April 27, 2002. It is the Corporation's
                  policy to reclassify certain amounts in the prior year
                  consolidated financial statements to conform to the current
                  year presentation.

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. Effective
                  September 29, 2001 the Corporation adopted the liquidation
                  basis of accounting which is described in detail in Note B to
                  the accompanying consolidated financial statements. In the
                  prior fiscal year the Corporation's operating businesses have
                  been classified as discontinued operations and in the current
                  fiscal year the Corporation had no operations. Therefore,
                  there is no discussion of operations in this financial review.

                  LIQUIDITY AND CAPITAL RESOURCES  - OCTOBER 26, 2002
                  ---------------------------------------------------

                  On October 11, 2002, the Corporation paid a partial
                  liquidating distribution of $5,022,000, or $3.00 per share, to
                  shareholders of record on October 4, 2002. This distribution
                  represented the fifth distribution paid to shareholders under
                  the Corporation's plan of liquidation and dissolution. On
                  August 26, 2002, the Corporation paid a partial liquidating
                  distribution of $8,370,000, or $5.00 per share. On May 17,
                  2002 the Corporation paid a partial liquidating distribution
                  of $8,370,000, or $5.00 per share. On November 1, 2001 the
                  Corporation paid a partial liquidating distribution of
                  $21,763,000, or $13.00 per share. On March 1, 2001, the
                  Corporation paid a partial liquidating distribution of
                  $12,557,000 or $7.50 per share. Total distributions have
                  amounted to $56,082,000, or $33.50 per share.


<PAGE>
                                                                   Page 11 of 18

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


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

                  LIQUIDITY AND CAPITAL RESOURCES  - OCTOBER 26, 2002
                  -------------------------------------------------------------
                   (continued)
                   -----------


                  The Corporation expects to pay additional liquidating
                  distributions as the Corporation: (a) receives payment on the
                  remaining promissory note described in Note B to the
                  consolidated financial statements which accompany this report;
                  (b) receives the proceeds from the escrow account from the
                  sale of the Foods Division, which is described below; and (c)
                  discharges contingent liabilities and post-closing obligations
                  arising from the sale of its assets and other contingent
                  liabilities. The length of time that will be required to
                  wind-up the Corporation's affairs is uncertain and will impact
                  the value of the Corporation's net assets in liquidation due
                  to the ongoing expense of operating the Corporation.
                  Currently, management has estimated that the winding up and
                  dissolution of the Corporation will be completed by February
                  2004.

                  Since it is unknown how long it will be before a final
                  liquidating distribution is paid to shareholders, the present
                  value of the net assets in liquidation per outstanding share
                  could be less than is reported in the accompanying Statement
                  of Net Assets in Liquidation.

                  The Corporation's unrestricted and restricted cash and cash
                  equivalents are invested in commercial bank money market
                  funds. These funds are currently yielding approximately 1.8%
                  per annum. Investment in money market funds is intended to
                  earn a reasonable return on those funds and give the
                  Corporation the security and flexibility required as it
                  completes the liquidation and dissolution process.

                  Restricted cash represents cash which the Corporation is
                  temporarily unable to access. $2.4 million in restricted cash
                  is being held in escrow, with a nationally chartered bank, for
                  potential claims arising from the sale of the Corporation's
                  Foods Division. The escrow is scheduled to expire on April 10,
                  2003. Upon expiration, the principal balance and all accrued
                  interest in the escrow account is payable to the Corporation
                  except to the extent that claims for post-closing liabilities
                  arising from the sale of the foods business exceed $270,000.
                  As of October 26, 2002, the total amount of all claims
                  chargeable against the escrow account was less than $10,000.

                  $3.2 million in restricted cash is being held as collateral
                  for a bank standby letter of credit, which provides financial
                  assurance for the Corporation's self-insured workers
                  compensation liability. The Corporation is required by the New
                  York Workers Compensation Board (the "Board") to maintain a
                  $3.2 million standby letter of credit to provide financial
                  assurance for self-insured workers compensation liability. The
                  bank that issued the standby letter of credit has required the
                  Corporation to collateralize the letter of credit by
                  maintaining a cash balance of $3.2 million in a money-market
                  account with the bank. Despite the lower $1.4 million
                  actuarial valuation as of October 26, 2002 and the Corporation
                  expectation that the actuarial valuation of workers
                  compensation liability will decline over time as claims are
                  paid, the Board will not review the $3.2 million financial
                  security requirement until at least October 2004 and it is not
                  currently known whether the Board will adjust the financial
                  security requirement to an amount more consistent with the
                  actuarial valuation of workers compensation liability. It is
                  management's current expectation that the Board will require
                  the Corporation to maintain some amount of financial assurance
                  for the actuarially determined duration of the self-insured
                  workers compensation liability, which is currently estimated
                  to be twenty to twenty-five years, and any such amount will
                  not be available for distribution to shareholders until the
                  Corporation is relieved of its financial assurance obligation.

                  The Corporation's marketable securities consist of a bond
                  portfolio managed by an investment management firm. This
                  portfolio had a fair market value of $5,361,000 at October 26,
                  2002. The investments in this portfolio includes $763,000 in
                  U.S. treasury notes and government agency bonds with the
                  balance of $4,598,000 invested in corporate bonds with a
                  Moody's dollar weighted average


<PAGE>
                                                                   Page 12 of 18

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


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

                  LIQUIDITY AND CAPITAL RESOURCES  - OCTOBER 26, 2002
                  ---------------------------------------------------
                  (continued)
                  ------------

                  rating of Aa3. The portfolio currently has a weighted average
                  duration of approximately 1.67 years. The current yield to
                  maturity is approximately 3%.

                  During the first half of fiscal 2003, the Corporation received
                  $6.1 million in principal payments from High Falls in
                  satisfaction of two High Falls bridge notes described in Note
                  B to the accompanying consolidated financial statements. The
                  remaining $4 million note from High Falls bears interest at
                  the rate of 12% per annum. Interest is paid quarterly and
                  principal payments of $1 million and $3 million are due on
                  December 15, 2002 and December 15, 2003, respectively. The
                  December 15, 2003 principal payment can be extended by High
                  Falls to December 15, 2005 if High Falls does not achieve
                  certain contract brewing volume targets.

                  The $4 million note is subordinate to High Falls' senior bank
                  debt and mezzanine financing. Under the terms of the senior
                  debt agreements, in the event of a default by High Falls, the
                  senior lenders could declare a standstill, which would prevent
                  the Corporation from receiving principal and interest payments
                  and enforcing its rights against collateral pledged by High
                  Falls to secure the $4 million note. If the senior lenders
                  were to declare a standstill, payments to the Corporation and
                  the Corporation's rights as a secured creditor could be
                  suspended indefinitely. The terms of the High Falls seller
                  financing are detailed in exhibits to the Corporation's report
                  on Form 8-K filed on January 2, 2001.

                  High Falls is currently in compliance with all of its
                  obligations under its loan agreements with the Corporation.
                  However, as mentioned in Note B of the accompanying
                  consolidated financial statements, High Falls has notified the
                  Corporation that it will not be able to make the $1 million
                  December 15, 2002 principal payment, at which time High Falls
                  would be out of compliance with the loan agreement. If High
                  Falls does not make the December 15, 2002 principal payment,
                  interest will begin to accrue at the default rate of 14% per
                  annum. The Corporation has adjusted the value of the High
                  Falls note on its Statement of Net Assets in Liquidation to
                  $2.8 million to reflect management's current estimate of the
                  value of the note, which is based on the fair market value of
                  publicly traded debt instruments of similar quality.

                  On May 31, 2002, the Corporation received $2.4 million in
                  proceeds from the sale of its ten percent interest in and note
                  receivable from Clinton Square, which is described in Note A
                  of the accompanying consolidated financial statements. This
                  receipt of funds reduced the investment in and notes
                  receivable from unconsolidated real estate partnerships line
                  item in the Statement of Net Assets accordingly.

                  On September 16, 2002, the Corporation sold its two real
                  estate investments that are described in Note B to the
                  accompanying consolidated financial statements for $4.5
                  million. This receipt of funds reduced the investment in and
                  notes receivable from unconsolidated real estate partnerships
                  line item in the Statement of Net Assets accordingly. Also, as
                  a result of these sales the estimated income tax receivable
                  line item in the Statement of Net Assets was decreased by
                  $200,000.

                  Other assets decreased during the first half of fiscal 2003
                  primarily as a result of the Corporation having received
                  $168,000 in insurance refunds and having collected $167,000
                  from certain officers on outstanding loans which have now been
                  completely repaid.

                  Accrued compensation as presented in the Statement of Net
                  Assets decreased from its April 27, 2002 balance by
                  approximately $200,000. This decrease is as a result of the
                  payment of compensation related costs of approximately
                  $500,000 and an increase in the compensation component of the
                  run-out accrual in this quarter by approximately $300,000.


<PAGE>
                                                                   Page 13 of 18

                               GENESEE CORPORATION
                                AND SUBSIDIARIES


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

                  LIQUIDITY AND CAPITAL RESOURCES  - OCTOBER 26, 2002
                  ---------------------------------------------------
                  (continued)
                  -----------

                  Accrued expenses and other liabilities increased by $135,000.
                  This net increase is the result of the payment of $338,000 of
                  incurred operating costs, the increase of an accrual by
                  $350,000 which represents preliminary results from a New York
                  State sales and use tax audit related to the Corporation's
                  former brewing business, and an increase in the administrative
                  component of the run-out accrual in this quarter by
                  approximately $150,000.

                  The accrued self-insured workers compensation liability
                  decreased by $241,000 in the first half of fiscal 2003 as a
                  result of regular and expected payments on claims.

              Forward-Looking Statements
              --------------------------

                  This report contains forward-looking statements within the
              meaning of the federal securities laws. These forward-looking
              statements include estimates of the net assets of the Corporation
              in liquidation, statements about the amount and timing of the
              payment of additional liquidating distributions and statements
              about the Corporation's operating costs through final dissolution
              that will vary with the length of time it operates. The cautionary
              statements regarding estimates of net assets in liquidation set
              forth in Note B to the consolidated financial statements that
              accompany this report are incorporated herein by reference. The
              forward-looking statements in this report are subject to a number
              of other significant risks and uncertainties, and there can be no
              assurance that the expectations reflected in those statements will
              be realized or achieved. Such risks and uncertainties include,
              without limitation, the risk of default by High Falls Brewing
              Company LLC ("High Falls") on its payment and other obligations
              under the one remaining promissory note described in Note B to the
              consolidated financial statements which accompany this report; the
              possible extension of payment or renegotiation of terms under the
              remaining promissory note from High Falls described in Note B to
              the accompanying consolidated financial statements; possible
              contingent liabilities and post-closing indemnification and other
              obligations arising from the sale of the Corporation's operating
              businesses and other assets; the risk that federal, state or local
              taxing authorities will audit the tax returns filed by the
              Corporation to report the sale of its brewing, foods and equipment
              leasing businesses and other assets resulting in additional taxes
              being assessed against the Corporation; the risk that income,
              sales, use and other tax returns filed by the Corporation prior to
              the divestiture of its brewing, foods and equipment leasing
              businesses might be audited by federal, state or local taxing
              authorities resulting in additional taxes being assessed against
              the Corporation; the risk that the Corporation may not be able to
              realize its current estimate of the net value of its assets; the
              risk that the Corporation may have underestimated the settlement
              expense of its obligations and liabilities, including without
              limitation, its estimates of self-insured workers compensation
              liability, accrued compensation, and tax liabilities; 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 during the liquidation
              period on the Corporation's bond portfolio and investment in money
              market funds, risks that the market value of the Corporation's
              bond portfolio could decline, risks associated with investments in
              bonds and money market funds in the current low interest rate
              environment, discharge of contingent liabilities, and the actual
              timing of the winding up and dissolution of the Corporation.



<PAGE>


                                                                   Page 14 of 18

                               GENESEE CORPORATION
                                AND SUBSIDIARIES



Item 4.       Controls and Procedures

              In accordance with Securities Exchange Act Rules, the
              Corporation's management, under the supervision of the President
              and Chief Financial Officer, conducted an evaluation of the
              effectiveness of the design and operation of the Corporation's
              disclosure controls and procedures within 90 days of the filing
              date of this quarterly report. Based on that evaluation, the
              Corporation concluded that the design and operation of its
              disclosure controls and procedures were effective. There have been
              no significant changes in internal controls or in other factors
              that could significantly affect internal controls subsequent to
              the date of such evaluation.





<PAGE>
                                                                   Page 15 of 18




                               GENESEE CORPORATION
                                AND SUBSIDIARIES



PART II.  OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K

                (a)      Exhibits.
                         ---------

                          99       Officer Certifications

                (b)       REPORTS ON FORM 8-K. The Corporation filed reports on
                          Form 8-K on July 31, 2002, September 16, 2002,
                          September 17, 2002, November 14, 2002, and December 3,
                          2002 to report information under Item 5 (Other
                          Events).






                                   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:   12/9/02                    /s/ Stephen B. Ashley
       ---------------             --------------------------------------------
                                   Stephen B. Ashley
                                   President


Date:   12/9/02                    /s/ Steven M. Morse
       ---------------             --------------------------------------------
                                   Steven M. Morse
                                   Vice President and Chief Financial Officer



<PAGE>
                                                                   Page 16 of 18


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


I, Stephen B. Ashley, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Genesee
          Corporation;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report; and

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report.

     4.   The registrant's other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

          a) designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

          c) presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function):

          a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

          b) any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


Date:  December 9, 2002

                                         /s/ Stephen B. Ashley
                                        ----------------------------------------
                                        President



<PAGE>

                                                                   Page 17 of 18


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


I, Steven M. Morse, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Genesee
          Corporation;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report; and

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report.

     4.   The registrant's other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

          a) designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

          c) presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function):

          a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

          b) any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


Date:  December 9, 2002

                                 /s/ Steven M. Morse
                                -----------------------------------------------
                                Vice President and Chief Financial Officer