<PAGE>
                                       1


                                          Index to Exhibits at Page 21

                    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 July 31, 1999

                                       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),            209,885
        par value $.50 per share

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


<PAGE>
                                       2


                                 GENESEE CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEETS
                                    July 31, 1999 and May 1, 1999

<TABLE>
<S>                                                                                  <C>         <C>
                                                                                    UNAUDITED    AUDITED
(Dollars in Thousands)                                                            July 31, 1999 May 1, 1999

ASSETS
    Current assets:
        Cash and cash equivalents                                                  $ 3,550     $ 5,836
        Marketable securities available for sale                                     7,905       7,964
        Trade accounts receivable, less allowance for doubtful receivables
           of $492 at July 31, 1999 and $478 at May 1, 1999                         11,128      10,222
        Inventories, at lower of cost (first-in, first-out) or market               16,657      16,414
        Deferred income tax assets                                                     397         397
        Other current assets                                                           784         751
                                                                                  ---------    --------
           Total current assets                                                     40,421      41,584

    Net property, plant and equipment                                               37,678      37,040
    Investment in and notes receivable from unconsolidated real estate partnerships  5,351       5,343
    Investments in direct financing and leveraged leases                            28,121      28,285
    Goodwill and other intangibles net of accumulated amortization of $2,085 at     27,972      28,280
        July 31, 1999 and $1,747 at May 1, 1999
    Other assets                                                                     3,430       3,421
                                                                                  =========    ========
           Total assets                                                            142,973     143,953
                                                                                  =========    ========

LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities:
        Line of credit                                                               3,000       3,000
        Notes payable, current portion                                                  82          82
        Accounts payable                                                             7,119       8,421
        Income taxes payable                                                         1,211       1,215
        Federal and state beer taxes payable                                         1,520       1,354
        Accrued compensation                                                         2,625       3,505
        Accrued postretirement benefits, current portion                               731         731
        Accrued expenses and other                                                   4,897       5,374
                                                                                  ---------    --------
           Total current liabilities                                                21,185      23,682

    Notes payable, noncurrent portion                                                6,205       4,679
    Deferred income tax liabilities                                                  8,176       8,251
    Accrued postretirement benefits, noncurrent portion                             15,332      15,332
    Other liabilities                                                                  591         493
                                                                                  ---------    --------
           Total liabilities                                                        51,489      52,437

    Minority interests in consolidated subsidiaries                                  2,582       2,479
    Shareholders' equity:
        Class A common stock                                                           105         105
        Class B common stock                                                           753         753
        Additional paid-in capital                                                   5,847       5,856
        Retained earnings                                                           85,651      85,692
        Accumulated other comprehensive (loss)/income                                  (53)         77
        Less: Class B treasury stock, at cost                                        3,401       3,446
                                                                                  ---------    --------
                                                                                  ---------    --------
            Total shareholders' equity                                              88,902      89,037
                                                                                  ---------    --------

           Total liabilities and shareholders' equity                             $ 142,973    $ 143,953
                                                                                  =========    ========
</TABLE>

        See accompanying notes to consolidated financial statements.


<PAGE>
                                       3



                GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                             CONSOLIDATED STATEMENTS
                      OF EARNINGS AND COMPREHENSIVE INCOME
              Thirteen Weeks Ended July 31, 1999 and August 1, 1998

(Dollars in Thousands,
Except Per Share Data)
<TABLE>
<S>                                                                   <C>              <C>
                                                                             UNAUDITED
                                                                       1999             1998

Revenues                                                           $ 46,935         $ 48,595

         Federal and state beer taxes                                 7,833            9,204
                                                                 -----------      -----------

Net revenues                                                         39,102           39,391

          Cost of goods sold                                         29,725           29,709
                                                                 -----------      -----------

Gross profit                                                          9,377            9,682

           Selling, general and administrative expenses               8,381            9,088
                                                                 -----------      -----------

Operating income                                                        996              594

          Investment income                                             272            1,199
          Other income                                                   83              166
          Interest expense                                             (142)               -
          Interest of minority partners in earnings of
              subsidiaries                                             (235)            (197)
                                                                 -----------      -----------

                     Earnings before income taxes                       974            1,762

Income taxes                                                            448              630
                                                                 -----------      -----------

                     Net earnings                                       526            1,132

Other comprehensive income, net of income taxes:
        Unrealized holding losses arising during the period            (130)            (562)
                                                                 -----------      -----------

        Comprehensive income                                            396              570
                                                                 ===========      ===========


Basic and Diluted earnings per share                                   0.32             0.70
Weighted average common shares outstanding                        1,619,461        1,618,444
Weighted average and common equivalent shares                     1,619,461        1,619,350

See accompanying notes to consolidated financial statements.

Weighted average shares outstanding for the quarter               1,619,461        1,618,444
Net earnings per weighted average shares                            $ 0.325          $ 0.699

</TABLE>

<PAGE>
                                       4


                           GENESEE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Thirteen Weeks Ended July 31, 1999 and August 1, 1998

<TABLE>
<S>                                                                       <C>         <C>
                                                                                 UNAUDITED
(Dollars in thousands)                                                    1999         1998

Cash flows from operating activities:
    Net earnings                                                         $ 526      $ 1,132
    Adjustments to reconcile net earnings to net
      cash (used in)/provided by operating activities:
        Depreciation and amortization                                    1,660        1,590
        Other                                                              394          251
    Changes in non-cash assets and liabilities:
        Trade accounts receivable                                         (920)      (1,461)
        Inventories                                                       (243)        (663)
        Other assets                                                       (42)        (417)
        Accounts payable                                                (1,302)        (556)
        Accrued expenses and other                                      (1,357)         411
        Income taxes payable                                                (4)         456
        Federal and state beer taxes                                       166          (31)
        Other liabilities                                                   98          (59)
              ------------------------------------------------------------------------------
              Net cash (used in)/provided by operating activities       (1,024)         653
              ------------------------------------------------------------------------------

Cash flows from investing activities:
    Capital expenditures                                                (2,097)      (1,006)
    Proceeds from sale of marketable securities                          1,313        9,304
    Purchases of marketable securities and other investments            (1,461)        (447)
    Investments in and advances to unconsolidated
       real estate investments, net of distributions                        (8)          40
    Net investment in direct financing and leveraged leases                164          522
    Withdrawals by minority interest                                      (132)        (214)
              ------------------------------------------------------------------------------
              Net cash (used in)/provided by investing activities       (2,221)       8,199
              ------------------------------------------------------------------------------

Cash flows from financing activities:
    Proceeds from acquisition of debt                                    1,546            -
    Principal payments on debt                                             (20)           -
    Payment of dividends                                                  (567)        (567)
              ------------------------------------------------------------------------------
              Net cash provided by/(used in) financing activities          959         (567)
              ------------------------------------------------------------------------------

Net (decrease)/increase in cash and cash equivalents                    (2,286)       8,285

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

        ====================================================================================
        Cash and cash equivalents at end of the period                 $ 3,550     $ 10,977
        ====================================================================================


</TABLE>


<PAGE>
                                       5


                               GENESEE CORPORATION


Notes to Consolidated Financial Statements


NOTE (A) The Corporation's consolidated financial statements enclosed herein are
     unaudited  with the exception of the  Consolidated  Balance Sheet at May 1,
     1999 and,  because of the  seasonal  nature of the business and the varying
     schedule of its special sales  efforts,  these results are not  necessarily
     indicative  of the  results  to be  expected  for the entire  year.  In the
     opinion  of  management,  the  interim  financial  statements  reflect  all
     adjustments, consisting of only normal recurring items, which are necessary
     for a fair  presentation  of the  results for the  periods  presented.  The
     accompanying  financial  statements  have been prepared in accordance  with
     GAAP and SEC guidelines applicable to interim financial information.  These
     statements  should be reviewed  in  conjunction  with the annual  report to
     shareholders for the year ended May 1, 1999.

NOTE (B) Inventories are summarized as follows:
<TABLE>
            <S>                                                         <C>                  <C>

                                                                          Dollars in thousands
                                                                       July 31, 1999          May 1, 1999

           Finished goods                                              $   5,841             $   6,292
           Goods in process                                                1,678                 1,445
           Raw materials, containers and packaging supplies                9,138                 8,677
                Total inventories                                      $  16,657             $  16,414
</TABLE>


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

     In addition,  the Corporation has a $10 million line of credit, which bears
     interest at LIBOR plus 70 basis  points for an  effective  rate of 5.95% in
     effect  through  September 27, 1999.  This line of credit  expires in April
     2000.  At July 31,  1999,  $7  million  was  available  for use under  this
     instrument.

     In addition,  the Corporation  has a $1.7 million term note payable,  which
     bears  interest  at LIBOR plus 100 basis  points for an  effective  rate of
     6.25%.  Maturity  of this note is eight  years from draw down of funds.  At
     July 31, 1999, $154,000 was available for use under this instrument.


<PAGE>
                                       6


                               GENESEE CORPORATION


Notes to Consolidated Financial Statements


NOTE (D) On August 31, 1999 the Corporation  announced employment  reductions at
     its Genesee Brewing Company subsidiary.  Approximately fifty positions from
     its total workforce of 520 employees will be eliminated.  These reductions,
     plus twenty-seven  positions already eliminated through attrition since the
     beginning  of fiscal  2000,  are  expected  to reduce  payroll  expense  by
     approximately  $5 million  annually.  The  Corporation  expects to record a
     restructuring  charge of  approximately  $1.7 million in its second  fiscal
     quarter ending October 30, 1999 to cover estimated expenses associated with
     the workforce reduction.

NOTE (E) Segment Reporting

     The Corporation has four reportable  segments:  brewing,  food  processing,
     leasing and real estate, and corporate.  The brewing segment produces beers
     and ales for  wholesale  and  retail  distribution  throughout  the  United
     States,  primarily  in the  northeast  region  of  the  country.  The  food
     processing  segment produces dry side dish,  bouillon,  soup, drink mix and
     instant iced tea products  under  private  label for many of the  country's
     largest  supermarket  chains.  The leasing and real estate  segment  leases
     construction, transportation, and other high-value equipment and machinery,
     and partners with experienced  real estate  developers to invest in certain
     properties.  The corporate segment retains the Corporation's investments in
     marketable  securities  generating  investment income as well as supporting
     corporate costs.

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

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

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


<PAGE>
                                       7


                               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>         <C>          <C>

      ----------------------------------------------------------------------------------------------------------------------------
                                                                          Leasing
                                                        Food                And
      For the thirteen                 Brewing        Processing         Real Estate     Corporate     Eliminations   Consolidated
      week period
      Ended July 31, 1999
      ----------------------------------------------------------------------------------------------------------------------------

      Net revenues from external
       customers                      $ 28,420        $  9,918            $   764     $       -     $       -          $  39,102
      Depreciation and
       amortization                        961             699                  -             -             -              1,660
      Operating
       income/(loss)                       746            (325)               751          (176)            -                996
      Investment income                     35               -                 76           577          (416)               272
      Earnings/(loss)
       before income taxes                 800            (783)               778           974          (795)               974
      Identifiable assets               50,198          55,139             36,022         1,614             -            142,973
      Capital expenditures                  36           2,061                  -             -             -              2,097

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

      For the thirteen
      week period
      Ended August 1, 1998
      ---------------------------------------------------------------------------------------------------------------------------

      Net revenues from external
       customers                      $ 32,382       $   6,207            $   802     $       -      $      -         $  39,391
      Depreciation and
       amortization                      1,305             285                  -             -             -             1,590
      Operating
       income/(loss)                       473            (265)               787          (401)            -               594
      Investment income                     23               -                 83         1,578          (485)            1,199
      Earnings/(loss)
       before income taxes                 620            (328)               503         1,762          (795)            1,762
      Identifiable assets               56,249          24,998             43,331        10,928             -           135,506
      Capital expenditures                 913              93                  -             -             -             1,006

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

      (Dollars in thousands)
</TABLE>


NOTE (F) Supplemental Cash Flow Information

     Cash paid for taxes was $451,000 and $174,000 for the thirteen  week period
     ended  July 31,  1999 and  August  31,  1998,  respectively;  cash paid for
     interest was  $142,000  and $0 for the thirteen  week period ended July 31,
     1999 and August 1, 1998, respectively.



<PAGE>
                                       8


                               GENESEE CORPORATION


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

Comparison of 13 weeks ended July 31, 1999 to 13 weeks ended August 1, 1998

     Consolidated  net revenues for the thirteen  weeks ended July 31, 1999 were
$39.1 million,  a decrease of $289,000 from  consolidated net revenues  reported
for the same period last year. The lower revenues were due to lower sales volume
at Genesee Brewing  Company,  which were partially  offset by increased sales by
the Corporation's Foods Division.

     On a consolidated  basis,  the Corporation  reported an operating profit of
$996,000,  which was a $402,000  improvement from the same period last year. The
improvement  in operating  performance  was  primarily  due to reduced  selling,
general and administrative expenses at Genesee Brewing Company.

     Earnings  before income taxes were  $974,000,  which was $788,000 less than
the same period  last year.  The lower  earnings  were the result of $883,000 of
capital  gains that were  recorded in the first  quarter of fiscal 1999 when the
corporation  sold marketable  securities in order to finance the acquisitions of
TKI Foods, Inc. and Spectrum Foods, Inc.

     On a consolidated basis, the Corporation reported net earnings of $526,000,
or $.32 basic and diluted  earnings per share,  in the first  quarter this year,
compared to a net earnings of $1.1 million,  or $.70 basic and diluted  earnings
per share, for the same period last year.

Genesee Brewing Company

     Genesee  Brewing  Company's  net  sales in the  first  quarter  were  $28.4
million,  a decrease of $4.0 million from last year's first quarter net sales of
$32.4 million.  Barrel sales for the first quarter this year were down 8.8% from
the prior year period due to an 8.9% decrease in Genesee Brewing  Company's core
brands and a 25.5%  decrease in the  HighFalls  brands.  The decline in core and
HighFalls brand volume was partially  offset by a 33.1% increase in volume under
the production contract with Boston Beer Company.

     Within the Genesee core brands,  higher-margin  returnable  glass packages,
draft packages and 24-can  packages  showed the largest volume  declines.  These
declines  were   partially   offset  by  higher  unit  sales  of  lower  margin,
value-priced 30 and 36 can "Multipaks".

     The decline in  HighFalls  volume,  which  represents  21% of total  barrel
volume,  was  primarily  the result of decreased  Honey Brown Lager  sales.  The
Company  believes  that the  decline in Honey Brown Lager sales is the result of
the  overall  slowdown  of the  specialty  category,  due in part to the growing
popularity of imported  beers,  and the  volatility of specialty  brand loyalty.
Specialty  brand  consumers  have shown a tendency to switch brand  loyalty more
readily.  Genesee  Brewing  Company  recently  extended its High Falls specialty
brand line with the introduction in July 1999 of Dundee's Classic Lager.

     The increase in contract brewing volume in the first quarter was due to the
production of a new package configuration for Boston Beer Company that commenced
in December 1998.


<PAGE>
                                       9


                               GENESEE CORPORATION


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

     Genesee Brewing  Company's gross profit decreased  $791,000 to $7.6 million
in the first  quarter  of fiscal  2000,  compared  to $8.4  million in the first
quarter of fiscal  1999.  The negative  volume  trends for both the Genesee core
brands and the  HighFalls  specialty  brands,  the shift in product  mix towards
lower margin  Multipak  can  packages and the shift in mix towards  lower margin
contract  business  contributed  to the  decline  in gross  profit  in the first
quarter this year.

     Selling,  general and administrative expenses were down $1.1 million in the
first  quarter of fiscal  2000  compared  to the same  period  last  year.  This
decrease is primarily the result of planned  reductions in sales and promotional
budgets.

     Genesee Brewing  Company's first quarter  operating profit was $746,000,  a
$273,000 increase over the first quarter of the prior year. This improvement was
primarily due to lower selling,  general and administrative spending this fiscal
year versus last.

     The beer industry in the United States continues to be highly  competitive.
The industry is dominated by Anheuser  Busch,  Inc.,  Miller Brewing Company and
Coors  Brewing  Company,  which  together  account for more than 80% of domestic
production.  In comparison,  malt beverages  produced by Genesee Brewing Company
represent  less than 1% of annual  domestic  production.  In recent  years,  per
capita consumption of malt beverages in the United States has declined and total
consumption has grown very little. However, consumption of domestically produced
malt beverages has remained basically flat during this period, with the increase
in overall consumption coming largely from the increasing popularity of imported
malt beverages.

     During the past ten years, demand for many established  domestic brands has
declined as consumers have increasingly turned to certain nationally  advertised
light beer  brands,  imported  malt  beverages  and  domestic  specialty  beers.
However,  growth of the domestic specialty beer segment of the industry began to
slow down in 1997 and the segment  has seen little or no growth  during the past
eighteen months.

     As a result of these  trends and the  excess  capacity  that  exists in the
industry,  brewers are attempting to gain market share through reduced  pricing,
intensive  marketing and  promotional  programs and  innovative  packaging.  The
industry has seen increased levels of price discounting and price promotions and
a growth in popularity of value priced 30 and 36 can  Multipaks.  This intensely
competitive  environment has prevented Genesee Brewing Company from implementing
any meaningful price increases  during the past several years,  which has had an
adverse impact on Genesee Brewing Company's overall profitability.


<PAGE>
                                       10


                               GENESEE CORPORATION


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


     The  competitive  position of smaller  brewers like Genesee Brewing Company
has also been adversely  affected by the consolidation  that is occurring within
the distribution tier of the brewing industry. The effects of this consolidation
have been aggravated by the aggressive  efforts of the large national brewers to
ensure that an  increasing  share of the  distributor's  time and  attention  is
devoted to their  brands.  During the past  several  years,  the large  national
brewers have utilized a variety of inducements, incentives and contractual terms
to cause  their  distributors  to make a  greater  commitment  to their  brands,
largely at the expense of the brands of smaller brewers,  like Genesee, that are
also sold by these  distributors.  These  developments have made it increasingly
difficult for Genesee Brewing Company to effectively promote and sell its brands
in its core  markets and to expand  sales of its  products in new or lower share
markets.

     The competitive  conditions in the brewing  industry that are impacting the
performance of Genesee Brewing  Company are not expected to abate  materially in
the near term.

     In response to these conditions, Genesee Brewing Company reduced its Fiscal
2000 sales and marketing  budgets and on August 31, 1999  announced a work force
reduction of fifty  positions  which,  coupled with the  twenty-seven  positions
already  eliminated  through attrition during fiscal 2000, is expected to reduce
annual  payroll  expense by  approximately  $5.0 million.  In addition,  Genesee
Brewing  Company has  postponed  plans to expand  distribution  into  additional
states and is proceeding more slowly with plans to add new brands to its product
line. Genesee Brewing Company is focusing its resources on stabilizing sales and
improving trends for its current brand portfolio in existing markets.

     The challenges  facing Genesee  Brewing Company have caused the Corporation
to consider  strategic  alternatives to maximize the value of the  Corporation's
brewing business. Management is exploring further opportunities to reduce costs,
improve efficiencies and rationalize the Corporation's brewing business. Genesee
Brewing Company is also seeking to attract  additional  contract brewing volume.
The  Corporation  is also exploring  long-term  strategic  alternatives  for its
brewing   business,   including  the  possible   divestiture  of  the  business,
acknowledging that the brewing industry has undergone  fundamental change during
the past ten years and is now dominated by large, global players whose resources
dwarf those of regional brewers like Genesee Brewing Company.

Foods Division

     Net sales for the Foods  Division were $9.9 million in the first quarter of
fiscal  2000,  compared to $6.2  million for the first  quarter  last year.  The
increase  in net sales  was  primarily  attributable  to $4.2  million  in first
quarter sales of artificial  sweeteners and other private label food products of
TKI Foods, Inc. and Spectrum Foods, Inc., which were acquired by the Corporation
during the second quarter of fiscal 1999.



<PAGE>
                                       11


                               GENESEE CORPORATION


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


     Partially  offsetting  the  increase  in net sales was lower than  expected
sales of iced tea mix and side dishes.  Although summer is typically a slow time
of the year for side dishes,  sales  continue to be adversely  affected by heavy
promotional  activity by the major branded side dish producer.  This promotional
pricing has reduced the price spread  between the branded side dish line and the
Foods  Division's  private  label side dishes,  making the private label product
less attractive to consumers.  In addition,  another major branded food producer
recently introduced a new line of side dish products that will compete with both
the existing brand leader and the Foods Division's private label side dish line.
This new side dish brand is being introduced with heavy promotional  support and
is expected to increase the competitive pressure on the Foods Division's private
label  business.  Revenues and profit margins from iced tea mix sales  declined,
largely as a result of previously  reported  efforts by a large  Canadian  sugar
refiner to displace the Foods Division's private label iced tea mix in key chain
accounts.  Although the Foods Division has not lost any key accounts,  it had to
reduce iced tea pricing to retain them. In addition, the overall decline of this
mature  category  resulted  in  lower  unit  sales  in the  first  quarter.  The
challenges  facing  the Foods  Division's  iced tea and side dish  business  are
normal  competitive  pressures that affect products in the mature stage of their
life cycle.

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

     Gross profit for the Foods Division  increased  $526,000 to $1.0 million in
the first  quarter of fiscal 2000,  compared to $491,000  for the first  quarter
last year. The increase in gross profit was  attributable  to the acquisition of
TKI Foods and Spectrum Foods.  Partially offsetting the increase in gross profit
from TKI Foods and Spectrum Foods was $250,000 of expenses incurred by the Foods
Division in transitioning  production to the Medina,  New York facility that the
Foods Division  acquired in October 1998. The consolidation of all operations at
a single  location,  which is scheduled to be completed  during  fiscal 2000, is
expected to generate  significant  cost  savings  for the Foods  Division  going
forward.

     Selling,  general and  administrative  expenses  increased  $586,000 in the
first  quarter of fiscal  2000  compared  to the same  period  last  year.  This
increase is primarily the result of additional costs incurred in connection with
to the acquisition of TKI Foods and Spectrum Foods.

     The Foods  Division  recorded  an  operating  loss of $325,000 in the first
quarter of fiscal 2000,  which was $60,000 more than the operating loss reported
in the first quarter last year.

<PAGE>
                                       12


                               GENESEE CORPORATION


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


Genesee Ventures

     Genesee Ventures, Inc., the Corporation's equipment leasing and real estate
investment  subsidiary,  reported  operating  income of  $751,000  for the first
quarter of fiscal  2000,  compared to $787,000  for the first  quarter of fiscal
1999.  The lower  operating  income was primarily due to a decrease in equipment
lease revenue.


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

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

     Genesee Ventures, Inc. earnings before taxes increased $275,000 to $778,000
as compared to $503,000 for the same period last year.  The increase in earnings
was primarily due to $195,000 held in escrow that was earned and received in the
first  quarter of fiscal 2000  associated  with the sale in the third quarter of
fiscal 1999 of Genesee Ventures' investment in Lloyd's Food Products, Inc.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash  equivalents  totaled  $3.6 million at July 31, 1999 and $5.8
million at May 1, 1999. The decline in cash and cash  equivalents  was primarily
the  result of a $1.3  million  decrease  in  accounts  payable  and a  $880,000
decrease in accrued  compensation.  The decrease in accounts  payable was due to
timing of payments and the decrease in accrued compensation was due to severance
payments  made  to  employees  at the  Foods  Division's  Springfield,  Illinois
facility.

     Trade accounts  receivable  balances were $906,000 higher than the balances
reported at May 1, 1999. The increase in accounts  receivable is a result of the
seasonality  of  the  brewing  business  with  increased  customer  transactions
occurring during the summer months.

     Net property, plant and equipment balances were $638,000 higher at July 31,
1999 than May 1, 1999.  The  increase in net  property,  plant and  equipment is
primarily related to the significant capital

<PAGE>
                                       13


                               GENESEE CORPORATION


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

expenditures made by the Foods Division for improvements at its Medina, New York
facility. These significant capital expenditures are offset by a decrease in net
property, plant and equipment of the Genesee Brewing Company.

     Current  liabilities  were $2.5 million  lower at July 31, 1999 compared to
May 1, 1999.  This decrease is made up of $1.3 million less in accounts  payable
due to timing and $880,000 less in accrued compensation.  The Foods Division had
$877,000  in accrued  compensation  at fiscal  1999 year end  pertaining  to the
closing of the plant in  Springfield,  Illinois  which was paid out in the first
quarter of fiscal 2000.

     Notes  payable  increased  $1.5  million due to the draw down of funds on a
multiple  disbursement  term  note,  which is being used for  renovation  of the
Corporations new production facility in Medina, NY.


     The  Corporation  has had a strategy to search for and develop  acquisition
opportunities  that will  contribute to the future growth of its Foods Division.
The Corporation is re-evaluating its capital resources  relative to its brewing,
foods and equipment  leasing  businesses.  The Corporation  expects that it will
fund its future capital needs and any future  acquisitions by its Foods Division
with a combination of debt and internally generated funds.

     Genesee  Brewing  Company is working  on changes to  operating  procedures,
changes in chemicals and  modifications  or upgrades of equipment  used to store
and handle  chemicals  used to clean and sanitize  brewing  equipment,  kegs and
refillable  bottles (the "System") to achieve  compliance with New York chemical
bulk  storage   regulations   that  will  take  effect  in  December  1999  (the
"Regulations"). The cost to achieve compliance with the Regulations by modifying
and  upgrading  the existing  System was  originally  estimated to be up to $1.9
million.  In January 1999, Genesee Brewing Company received  regulatory approval
of a new operating  procedure  that will exempt a portion of the System from the
Regulations.  This  exemption  should  eliminate  approximately  $500,000 of the
estimated  cost to achieve  compliance  with the  Regulations.  Genesee  Brewing
Company is exploring further changes to the System, its operating procedures and
the  chemicals  used  within the  System to  further  reduce the cost to achieve
compliance  with, or to exempt the System from coverage under,  the Regulations.
It is anticipated that the cost of any System upgrades and modifications will be
funded internally and depreciated over their useful life.

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




<PAGE>
                                       14



                               GENESEE CORPORATION


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


Year 2000

        General

     The  Corporation has formed a task force made up of senior managers that is
directing a project to address potential problems that could affect the business
operations and financial  condition of the Corporation and its subsidiaries as a
result of the year 2000  issue.  The year 2000 issue is the  result of  computer
hardware  and  software  systems  and other  equipment  with  embedded  chips or
processors  that use only two  digits to  represent  the year.  As the year 2000
approaches, time-sensitive software may recognize a date using '00 ' as the year
1900 rather than 2000. These systems may fail to operate or be unable to process
data accurately as a result of this flaw. The year 2000 issue could arise at any
point in the supply  chain,  manufacturing  process,  distribution  channels  or
information systems of the Corporation,  its subsidiaries and third parties with
which it does business.

     The actions  that are  included  in the  Corporation  's Year 2000  project
include  identification  of  critical  and  non-critical  systems,   determining
appropriate  remediation  measures,  assigning  responsibility and scheduling of
planned  remediation,   documentation  and  certification  of  task  completion,
assessing  third  party  relationships  for  compliance,   cost  estimation  and
monitoring,  and  contingency  planning  for  the  Corporation  and  each of its
subsidiaries.

        State of Readiness

     The task force has identified  critical and  non-critical  information  and
other technology  systems at its Genesee Brewing Company  subsidiary,  its Foods
Division and its equipment  leasing and real estate  investment  businesses.  In
November 1998, the Corporation implemented a major hardware and software upgrade
to bring the software and  hardware for its primary  manufacturing,  information
and financial consolidation system (the "MIS System") into year 2000 compliance.
Each  component of the MIS System is warranted  by the  applicable  vendor to be
year 2000  compliant.  Programming  to  resolve  minor  issues  relating  to the
operation of this new system has been completed and all functional components of
the  system  are  fully  operational.  Testing  of the MIS  system  to  simulate
operations  in the year  2000 was  recently  completed  and the  system  did not
experience any significant year 2000 malfunctions.

     The task force has identified  critical third party  relationships for each
of its businesses.  The  Corporation's  partner in Cheyenne  Leasing Company has
provided  assurances that its internal systems for  administering  the equipment
leasing business are year 2000 ready. The Corporation has determined that



<PAGE>
                                       15


                               GENESEE CORPORATION

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

there are no other third parties  whose  failure to achieve year 2000  readiness
would  materially  impact its equipment  leasing  business.  The Corporation has
determined  that its real  estate  investments  are not  dependent  on any third
parties whose failure to achieve year 2000  readiness  would  materially  impact
those investments.

     During the second quarter of fiscal 1999, Genesee Brewing Company contacted
all  customers,  mission  critical  vendors and other  material third parties to
assess the  extent of their  year 2000  readiness.  All 75  critical  vendors of
Genesee  Brewing  Company  have  responded  that  they  are  in the  process  of
addressing  the year 2000 issue or are already in  compliance.  Genesee  Brewing
Company has a program to monitor the progress of critical  vendors who responded
that they are addressing  the year 2000 issue but are not yet in compliance.  To
date, Genesee Brewing Company's Monroe County Branch  distribution  business and
almost two  hundred  independent  distributors,  representing  in the  aggregate
approximately  93% of barrel volume for Genesee Brewing  Company,  have reported
that they are year 2000 ready or that they are  addressing  the year 2000 issue.
Genesee  Brewing  Company has a program to monitor the  progress of  significant
distributors  who responded that they are addressing the year 2000 issue but are
not yet in compliance.

     Boston Beer Company,  whose  contract  brewing  business  represents 15% of
Genesee Brewing  Company's barrel volume,  reported in its most recent Form 10-Q
filed  with the  Securities  Exchange  Commission  on  August  10,  1999 that it
believes that all of its internal computer systems are year 2000 compliant, with
the  exception of its  depletions  tracking  system,  which it now expects to be
compliant by September  30, 1999.  Boston Beer Company also reported that it has
contacted  vendors  that it  believes  present a possible  critical  risk to its
business;  that all 37 critical  vendors have  reported  that they are year 2000
compliant or are addressing the year 2000 problem; that it will monitor progress
of critical  vendors who are addressing the year 2000 problem;  and that it will
develop contingency plans for all services and supplies.

     During fourth  quarter of fiscal 1999,  the  Corporation's  Foods  Division
contacted all of its customers,  critical vendors, and material third parties to
assess the extent of their year 2000 readiness. To date, all 54 critical vendors
of the Foods  Division have responded that they are in the process of addressing
the year 2000  issue or are  already in  compliance.  The Foods  Division  has a
program to monitor the progress of critical  vendors who responded that they are
addressing the year 2000 issue but are not yet in compliance. To date, customers
representing 83% of Foods Division net sales have responded that they are in the
process of addressing the year 2000 issue or are already in compliance. To date,
no customers  have  responded  that they will not be year 2000 ready.  The Foods
Division has a program to follow up with significant  customers who have not yet
responded and to monitor the progress of customers  who responded  that they are
addressing the year 2000 issue but are not yet in compliance.



<PAGE>
                                       16



                               GENESEE CORPORATION


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

Year 2000 Costs

     The Corporation is committed to making the  investments  required to ensure
year 2000 readiness of the information and other  technology  systems of each of
its business units. These investments include hardware and software upgrades and
replacement.   The  cost  to  achieve  year  2000  readiness  for  the  internal
information and other technology systems of the Corporation and its subsidiaries
is currently estimated to be approximately $1.7 million, with $1.6 million spent
to date.

Year 2000 Risks

     The  Corporation  expects that it will achieve year 2000 readiness with its
internal  systems on a timely  basis,  but at this time is unable to assure year
2000  readiness  by all third  parties in the same time  frame.  The  failure to
achieve year 2000 readiness by any third party with which the Corporation or any
of its subsidiaries  has a material  business  relationship  could result in the
disruption  of normal  business  activities.  Risks  inherent with the year 2000
problem could occur if there is an interruption of needed supplies and services,
including energy,  telecommunications  and information exchange suppliers.  In a
worst  case  scenario,   this  could  interrupt  or  prevent  the  Corporation's
businesses  from producing and selling their products or receiving  payment from
customers.  Such failures could materially affect the  Corporation's  results of
operations,  liquidity and financial  condition.  The  Corporation  is currently
unable to  estimate  the  impact on its  results  of  operations,  liquidity  or
financial  condition  from the  failure to achieve  year 2000  readiness  by the
Corporation's critical venders, customers or other third parties.


Year 2000 Contingency Plans

     Genesee Brewing Company and the Corporation's Foods Division are developing
contingency  plans  to  address  the  failure  of  any  critical  vendors  or  a
significant   number  of  customers  to  achieve  year  2000  readiness.   These
contingency  plans are being  designed to prevent or mitigate  the impact on the
Corporation's  brewing  and foods  businesses  from the  failure  by such  third
parties to achieve year 2000  readiness.  Due to the  seasonality of the brewing
industry,  the winter months of December and January are two of Genesee  Brewing
Company's lowest sales and production  volume months.  Genesee Brewing Company's
distributors  are  required to maintain  inventory  of  packaged  malt  beverage
products  sufficient to meet projected demand in their markets for eighteen days
and inventory of draft products  sufficient to meet projected demand for fifteen
days.  Because malt beverage  products have limited shelf life,  Genesee Brewing
Company has decided that it will not require  distributors to increase inventory
levels on hand at  January  1,  2000.  Instead,  Genesee  Brewing  Company  will
carefully monitor  distributor  inventory levels in December 1999 to ensure that
required  levels are maintained  for all brands and package types.  In addition,
Genesee  Brewing  Company will increase its production  during  December 1999 to
build inventories of finished case goods,  draft and bulk storage beer.  Genesee
Brewing  Company  also will build its  inventories  of brewing  ingredients  and
packaging  materials  during  December 1999 to have on hand on December 31, 1999
sufficient  inventories  to support  production  scheduled for January 2000. For
certain  ingredients  and packaging  materials  that cannot be stored on site in
quantities sufficient to support



<PAGE>
                                       17


                               GENESEE CORPORATION


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

January  2000  production  requirements,  Genesee  Brewing  Company has received
written  assurances  from the  suppliers of such  materials  that they will have
inventory  available to Genesee  Brewing Company on December 31, 1999 sufficient
to meet Genesee Brewing Company's January 2000 production requirements.

     The Corporation's Foods Division is developing contingency plans to address
the failure of any  critical  vendors or a  significant  number of  customers to
achieve year 2000 readiness. These contingency plans will be designed to prevent
or mitigate the impact on the Foods Division's business from the failure by such
third  parties to  achieve  year 2000  readiness.  These  contingency  plans may
include  establishing  alternative  sources  of supply;  stockpiling  of certain
critical  supplies;  implementing  stand-by  manual  order  entry,  delivery and
billing  systems.  The Foods  Division  plans to identify  specific  third party
relationships that may require contingency planning by September 30, 1999 and to
develop an appropriate  contingency  plan for each such situation by October 31,
1999.


        Forward-Looking Statements

     This report contains  forward-looking  statements within the meaning of the
federal securities laws. These forward-looking statements may include statements
about the  operations  and  prospects  for the  Corporation  and its  subsidiary
businesses,  and statements about industry trends and conditions that may affect
the  performance or financial  condition of the  Corporation  and its subsidiary
businesses.  These  forward-looking  statements  involve  significant  risks and
uncertainties  that could cause actual results to differ  materially  from those
expressed in or implied by the statements. The most important factors that could
cause  actual  results  to  differ  from  the   expectations   stated  in  these
forward-looking  statements  include,  among others,  the inability to implement
strategic  alternatives  which  successfully  address  the  declining  sales and
operating  losses  reported by the Genesee  Brewing  Company;  the  inability of
Genesee  Brewing Company and its  distributors to develop and execute  effective
marketing and sales  strategies  for Genesee  Brewing  Company's  products;  the
potential  erosion of sales revenues and profit margins through  continued price
stagnation,  increased  discounting  or a  higher  proportion  of sales in lower
margin  Multipaks;  the  continuation  of declining sales for the specialty beer
category;  the  continuing  shift in consumer  preference  away from Honey Brown
Lager;  uncertainties due to the intensely  competitive,  stagnant nature of the
beer  industry;  demographic  trends and social  attitudes  that can reduce beer
sales;  the  continued  growth  in  the  popularity  of  import  and  nationally
advertised beers;  increases in the cost of aluminum,  paper packaging and other
raw materials;  the Corporation's inability to reduce manufacturing and overhead
costs of its brewing and foods businesses to more competitive levels; changes in
significant laws and government  regulations  affecting  sales,  advertising and
marketing of malt beverage products;  significant increases in federal, state or
local  beer or  other  excise  taxes;  the  potential  impact  of beer  industry
consolidation  at both the brewer and  distributor  levels;  a shift in consumer
preferences  away from  store-brand,  private  label  food  products;  increased
competition  from branded food product  producers  that might  adversely  affect
sales of private label  products;  continued  price  promotion by the major side
dish brand which is adversely  impacting sales of the Foods  Division's  private
label side dish products;  continued  price  competition  from low cost imported
iced tea producers and the  possibility  that the Foods Division may not be able
to source sufficient supply of low price sugar to produce a price competitive


<PAGE>
                                       18


                               GENESEE CORPORATION


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

private label iced tea product;  the possibility  that the  Corporation's  Foods
Division might  experience  delays,  difficulties or  unanticipated  expenses in
integrating  TKI  Foods  and  Spectrum  Foods;  the  possibility  that the Foods
Division might experience delays,  difficulties or unanticipated expenses in the
relocation of its operations to Medina, New York; the possibility that the Foods
Division  might not achieve the  expected  synergies  from the  integration  and
relocation of all operations into a single facility;  interest rate fluctuations
that  could  reduce  demand  for or the rate of  return on new  equipment  lease
business;  the  possibility  that Cheyenne  Leasing  Company may not achieve the
residual  value  projected for equipment  coming off leases as Cheyenne's  lease
portfolio  matures;  increases  in the  estimated  costs to  achieve  year  2000
readiness;  and  the  risk  that  computer  systems  of  the  Corporation,   its
subsidiaries and their  significant  suppliers or customers may not be year 2000
compliant.



<PAGE>
                                       19


                               GENESEE CORPORATION


PART II.  OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

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

                Exhibit 3 - By-Laws as amended on June 17, 1999


          (b)  Reports on Form 8-K. The  Corporation  filed a report on Form 8-K
               on June 25, 1999 to report the  election of a new  President  and
               Chief Operating  Officer.  The Corporation filed a report on Form
               8-K on  September  3, 1999 to report the election of a new Senior
               Vice  President  and  Chief  Financial  Officer  and a  workforce
               reduction at Genesee Brewing Company.


<PAGE>
                                       20


                               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:   9/13/99                     /s /Samuel T. Hubbard, Jr.
                               Samuel T. Hubbard, Jr.
                               President and Chief Operating Officer



Date:   9/13/99
                                   /s / Michael C. Atseff
                               Michael C. Atseff
                               Vice President and Controller


<PAGE>
                                       21


                               GENESEE CORPORATION


                                  EXHIBIT INDEX


Exhibit Number            Exhibit                             Page

      3         By-Laws as amended on June 17, 1999            22




<PAGE>
                                       22




                              BY-LAWS
                                OF
                        GENESEE CORPORATION


    Approved March 12, 1968 and amended October 20, 1969,
    March 10, 1971, March 10, 1975, September 4, 1975, October
    21, 1976, August 31, 1977, March 6, 1986, October 23,
    1986, June 4, 1987, September 11, 1987, September 13, 1997
    and June 17, 1999.











                               Certified to be a true and correct
                               copy of the By-laws in effect as of
                               September 16, 1997.





                               Mark W. Leunig
                               Secretary





Dated:    June 17, 1999


<PAGE>
                                       23



                               GENESEE CORPORATION
                                     BY-LAWS


                                    Article I
                                  Shareholders

     Section  1.  Annual  Meeting:  An annual  meeting of  shareholders  for the
election of directors and the  transaction  of other  business  shall be held on
such day in the  month of  October  in each year and at such time on such day as
shall be fixed by the Board of  Directors of the  Corporation  not later than 10
days before the meeting.

     Section 2. Special  Meetings:  Special  meetings of the shareholders may be
called by the Board of Directors.  Such  meetings  shall be held at such time as
may be fixed in the call and stated in the notice of meeting.

     Section 3. Place of  Meetings:  Meetings of  shareholders  shall be held at
such  place,  within or  without  the State of New York,  as may be fixed in the
notice  of  meeting.  Unless  otherwise  provided  by  action  of the  Board  of
Directors,  all  meetings  of  shareholders  shall be held at the  office of the
Corporation in Rochester, New York.

     Section 4. Notice of Meetings: Notice of each meeting of shareholders shall
be in writing and shall state the place,  date,  and hour of the meeting and the
purpose or purposes for which the meeting is called. A copy of the notice of any
meeting shall be given,  personally,  or by mail, not less than ten or more than
fifty days before the date of the meeting, to each shareholder  entitled to vote
at such meeting.  If mailed,  such notice is given when  deposited in the United
States mail,  with postage thereon  prepaid,  directed to the shareholder at his
address as it appears on the record of shareholders,  or, if he shall have filed
with the Secretary of the  Corporation a written  request that notices to him be
mailed to some other address, then directed to him at such other address.

     Section 5.  Inspectors of Election:  The Board of Directors,  in advance of
any  shareholders'  meeting,  may appoint one or more  inspectors  to act at the
meeting or any  adjournment  thereof.  If inspectors  are not so appointed,  the
person  presiding  at a  shareholders'  meeting  may,  and on the request of any
<PAGE>
                                       24


shareholder  entitled  to vote  thereat  shall,  appoint  two  inspectors.  Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath  faithfully  to execute the duties of  inspector  at such  meeting  with
strict impartiality and according to the best of his ability.

     The inspectors  shall  determine the number of shares  outstanding  and the
voting power of each, the shares represented at the meeting,  the existence of a
quorum, and the validity and effect of proxies, and shall receive votes, ballots
or  consents,  hear and  determine  all  challenges  and  questions  arising  in
connection  with the right to vote,  count and  tabulate  all votes,  ballots or
consents,  determine  the result,  and do such acts as are proper to conduct the
election  or vote with  fairness to all  shareholders.  On request of the person
presiding  at the  meeting or any  shareholder  entitled  to vote  thereat,  the
inspectors  shall make a report in writing of any challenge,  question or matter
determined  by them and  execute a  certificate  of any fact found by them.  Any
report or  certificate  made by them shall be prima facie  evidence of the facts
stated and of the vote as certified by them.

     Section 6. List of Shareholders  at Meetings:  A list of shareholders as of
the record date, certified by the Secretary or any Assistant Secretary or by the
transfer agent,  if any, shall be produced at any meeting of  shareholders  upon
the request therat or prior thereto of any shareholder.  If the right to vote at
any meeting is  challenged,  the  inspectors  of election,  or person  presiding
thereat,  shall require such list of  shareholders to be produced as evidence of
the right of the persons challenged to vote at such meeting, and all persons who
appear from such list to be  shareholders  entitled to vote  thereat may vote at
such meeting.

     Section 7.  Qualification of Voters:  Every shareholder of record of Common
Stock of the  Corporation  shall be entitled at every meeting of shareholders to
one vote for every  share of Class A Common  Stock  standing  in his name on the
record of shareholders.

     Section 8. Quorum of Shareholders:  The holders of a majority of the shares
entitled to vote thereat shall  constitute a quorum at a meeting of shareholders
for the transaction of any business.

     The shareholders  present, in person or by proxy, and entitled to vote may,
by a majority  of votes  cast,  adjourn  the  meeting  despite  the absence of a
quorum.

     Section  9. Vote of  Shareholders:  Directors  shall,  except as  otherwise
required  by law,  be elected by a  plurality  of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote in the election.
<PAGE>
                                       25


     Whenever any corporate action, other than the election of directors,  is to
be taken by vote of the shareholders,  it shall, except as otherwise required by
law, be authorized by a majority of the votes cast at a meeting of  shareholders
by the holders of shares entitled to vote thereon.

     Section 10.  Proxies:  Every  shareholder  entitled to vote at a meeting of
shareholders  or to express  consent or dissent  without a meeting may authorize
another person or persons to act for him by proxy.

     Section  11.  Fixing  Record  Date:  For the  purpose  of  determining  the
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any adjournment  thereof,  or to express consent to or dissent from any proposal
without a meeting,  or for the purpose of determining  shareholders  entitled to
receive  payment of any  dividend or the  allotment  of any  rights,  or for the
purpose of any other action,  the Board of Directors may fix, in advance, a date
as the record date for any such  determination of shareholders.  Such date shall
not be more than fifty nor less than ten days  before the date of such  meeting,
nor more than fifty days prior to any other action.

                                   Article II
                               Board of Directors

     Section 1. Power of Board and  Qualification of Directors:  The business of
the Corporation  shall be managed by the Board of Directors,  each of whom shall
be at least twenty-one years of age. Except as to any person who has at any time
served as the chief  executive  officer  or the chief  operating  officer of the
Corporation, neither a director who has reached the age of 70 nor a director who
is an  employee  of the  Corporation  and whose  employment  terminates  for any
reason, shall be eligible for re-election to the Board of Directors. (Amended by
Board of Directors, 3/6/86)

     Section 2. Number of Directors:  The number of directors  constituting  the
entire Board of Directors shall be such number as may be fixed from time to time
by vote of a majority  of the entire  Board of  Directors,  and until  otherwise
fixed by the Board shall be twelve. No decrease in the number of directors shall
shorten  the  term  of  any   incumbent   director.

                (Amended by approval of Shareholders, 10/21/76)
<PAGE>
                                       26


     Section 3. Election and Term of Directors:  The Board of Directors shall be
classified,  with  respect to the time for which each class  shall hold  office,
into three  classes,  as nearly equal in number as possible as determined by the
Board of Directors.  The first class of directors shall be initially  elected to
hold  office  until the annual  meeting of  shareholders  held in the first year
following  the year of their  election,  the  second  class  shall be  initially
elected to hold  office  until the annual  meeting of  shareholders  held in the
second year following the year of their  election,  and the third class shall be
elected to hold  office  until the annual  meeting of  shareholders  held in the
third year following the year of their election,  with the members of each class
to hold office until their successors are elected and qualified. Thereafter, the
successors of the class of directors  whose term expires at each annual  meeting
of  shareholders  shall be elected to hold  office  until the annual  meeting of
shareholders  held in the third year  following  the year of their  election and
until their successors are elected and qualified.

              (Amended by approval of Board of Directors, 9/11/87)

     Section 4. Quorum of the Board;  Action by the Board:  A  one-third  of the
entire  Board of Directors  shall  constitute  a quorum for the  transaction  of
business,  and the vote of the majority of the directors  present at the time of
such vote, if a quorum is then present, shall be the act of the Board.

     Section  5.  Meeting  of the  Board:  An  annual  meeting  of the  Board of
Directors  shall be held in each  year  directly  after the  adjournment  of the
annual  shareholders'  meeting.  Regular  meetings of the Board shall be held at
such times as may from time to time be fixed by resolution of the Board. Special
meetings of the Board may be held at any time upon the call of the  President or
any two directors.

     Meetings of the Board of Directors  shall be held at such place,  within or
without the State of New York,  as from time to time may be fixed by  resolution
of the Board for annual and  regular  meetings  and in the notice of meeting for
special meetings.  If no place is so fixed,  meetings of the Board shall be held
at the office of the Corporation in Rochester, New York.

     No  notice  need be given of  annual or  regular  meetings  of the Board of
Directors.  Notice of each special  meeting of the Board shall be given by oral,
telegraphic,  or written  notice,  duly given or sent or mailed to each director
not less than one day before such meeting.

     Section  6.  Newly  Created  Directorships  and  Vacancies:  Newly  created
directorships  resulting  from  an  increase  in the  number  of  directors  and
vacancies  occurring in the Board of Directors for any reason except the removal
of directors by  shareholders  without cause may be filled by vote of a majority
<PAGE>
                                       27


of the directors then in office,  although less than a quorum exists. A director
elected to fill a vacancy shall be elected to hold office for the unexpired term
of his predecessor.

     Section  7.  Executive  and Other  Committees  of  Directors:  The Board of
Directors,  by  resolution  adopted  by a  majority  of the  entire  Board,  may
designate from among its members an Executive  Committee  consisting of three or
more  directors and may designate from among its numbers other  committees  each
consisting of three or more directors, and each of which, to the extent provided
in the  resolution,  shall have all the  authority of the Board,  except that no
such committee  shall have authority as to matters vested solely in the Board by
law.

     Section 8.  Compensation  of Directors:  The Board of Directors  shall have
authority to fix the compensation of directors for services in any capacity.

     Section 9. Indemnification of Directors and Officers:

          (a)  Right  to  Indemnification.  Except  as  prohibited  by law or as
               provided in Paragraph (b) below, the Corporation  shall indemnify
               any person against all reasonable  expenses,  including attorneys
               fees, and all judgments, excise taxes, fines, penalties,  amounts
               paid in settlement  and any other  liability  paid or incurred by
               such person in connection  with any actual or  threatened  claim,
               action,   suit   or   proceeding,    whether   civil,   criminal,
               administrative, investigative, or other, or whether brought by or
               in the  right of the  Corporation  or  otherwise,  in which  such
               person may be involved as a party or otherwise,  by reason of the
               fact that such person or such  person's  testator or intestate is
               or was a director  or officer  of the  Corporation,  or serves or
               served in any  capacity  at the  request of the  Corporation  any
               other corporation,  partnership,  joint venture,  trust, employee
               benefit plan or other enterprise. To the maximum extent permitted
               by law, the Corporation  shall make advances of expenses incurred
               by such person in  connection  with any such actual or threatened
               claim,  action,  suit or  proceeding  prior to final  disposition
               thereof, provided that the Corporation receives an undertaking by
               or on behalf of such person to repay such  advances to the extent
               such   person  is   ultimately   found  not  to  be  entitled  to
               indemnification.

          (b)  Exclusions.  No indemnification  shall be made to or on behalf of
               any person if a judgment or other final  adjudication  adverse to
               such person  establishes  that either (i) such person's acts were
               committed  in bad  faith,  or  were  the  result  of  active  and
               deliberate  dishonesty,  and were material to the action, or (ii)
               such person gained in fact a financial  benefit or other economic
               advantage to which such person was not legally entitled.
<PAGE>
                                       28


          (c)  Indemnification Not Exclusive. The right of indemnification under
               this Section 9 shall not be deemed  exclusive of any other rights
               to  which  persons  seeking  indemnification   hereunder  may  be
               entitled under applicable law, by agreement or otherwise, and the
               provisions  hereof  shall  inure  to the  benefit  of the  heirs,
               beneficiaries  and legal  representatives  of persons entitled to
               indemnification  hereunder  and shall be  applicable  to  actions
               arising  from  acts or  omissions  occurring  before or after the
               adoption hereof. Persons who are not directors or officers of the
               Corporation   may  be  similarly   indemnified  and  entitled  to
               advancement or reimbursement of expenses to the extent authorized
               at any  time  by the  Board  of  Directors.  The  Corporation  is
               authorized to enter into  agreements with any of its directors or
               officers extending rights to  indemnification  and advancement of
               expenses  to such  person  to the  fullest  extent  permitted  by
               applicable  law, but the failure to enter into any such agreement
               shall not affect or limit the rights of such  person  pursuant to
               this By-Law.

          (d)  Contract Rights. The right of indemnification  under this Section
               9  shall  be  deemed  to   constitute  a  contract   between  the
               Corporation and the persons entitled to  indemnification  and may
               not,  without the consent of such person,  be amended or repealed
               with respect to any event, act or emission occurring or allegedly
               occurring  prior to the end of the term of office  such person is
               serving  when such  amendment  or repeal is adopted.

                        (Amended by approval of Board of Directors, 6/4/87)

     Section 10. Action Without a Meeting:  Any action  required or permitted to
be taken by the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board or the committee consent in writing to the
adoption of a resolution  authorizing the action. The resolution and the written
consents thereto shall be filed with the minutes of the proceedings of the Board
or committee.
              (Amended by approval of Board of Directors, 3/10/75)

     Section 11. Participation in Board Meeting by Conference Telephone: Any one
or  more  members  of the  Board  of  Directors  or any  committee  thereof  may
participate  in a meeting of such Board or  committee  by means of a  conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.  Participation by such means
shall constitute presence in person at a meeting.

              (Amended by approval of Board of Directors, 9/4/75)

     Section 12. Director Emeritus: The Board of Directors may from time to time
designate  one  or  more  persons  to  serve  as  a  Director  Emeritus  of  the
Corporation,  or to hold such other  honorary  title as the Board may determine.
<PAGE>
                                       29


Each such  designee  shall  serve at the  pleasure  of the Board and the rights,
privileges,  compensation and other terms of service of each such designee shall
be fixed by  resolution of the Board,  provided  that no such designee  shall be
entitled to vote on any action  taken by the Board or be counted for purposes of
determining  the presence of a quorum of the Board.  References in these By-Laws
to  directors  or to the Board of  Directors  shall not be deemed to  include or
refer to any such designee.

               (Added by approval of Board of Directors, 9/13/97)

                                   Article III
                                    Officers


     Section 1. Officers: The Board of Directors,  as soon as may be practicable
after the annual  election of directors,  shall elect a Chairman of the Board of
Directors,  a  President,  one or more  Vice  Presidents  (one  of  whom  may be
designated Executive Vice President), a Secretary and a Treasurer, and from time
to time may elect or appoint such other officers as it may determine. Any two or
more offices may be held by the same person, except the offices of President and
Secretary.
                               (Amended 10/20/69)

     Section 2. Term of Office and Removal:  Each officer  shall hold office for
the term for which he is elected or appointed,  and until his successor has been
elected or appointed and qualified.

     Section 3. Powers and Duties:  The officers of the  Corporation  shall each
have such powers and authority and perform such duties in the  management of the
property and affairs of the Corporation,  as from time to time may be prescribed
by the Board of Directors and, to the extent not so prescribed,  they shall each
have such powers and authority and perform such duties in the  management of the
property and affairs of the Corporation, subject to the control of the Board, as
generally  pertain  to  their  respective  offices.  Without  limitation  of the
foregoing:

          (a)  Chairman of the Board of  Directors:  The  Chairman  shall be the
               Chief Executive Officer of the Corporation,  shall preside at all
               meetings of the Corporation's stockholders and at all meetings of
               the  Board  of   Directors   and  shall  be  a  Director  of  the
               Corporation.
                                       (Amended 6/17/99)
<PAGE>
                                       30


          (b)  President:  The President shall be the Chief Operating Officer of
               the Corporation. In the absence of the Chairman of the Board, the
               President  shall preside at meetings of  shareholders  and of the
               Board of Directors.
                                       (Amended 6/17/99)

          (c)  Executive Vice President:  The Executive Vice President,  if any,
               shall  possess  such  powers and  perform  such  duties as may be
               designated by the Board of Directors.

                                        (Amended 6/17/99)

          (d)  Vice  Presidents:  The Board of  Directors  shall  determine  the
               powers and duties of the respective  Vice  Presidents and may, in
               its discretion,  fix such order of seniority among the respective
               Vice Presidents as it may deem advisable.

          (e)  Secretary:  The Secretary  shall issue notices of all meetings of
               shareholders  and  directors  where  notices of such meetings are
               required by law or these  By-Laws,  and shall keep the minutes of
               such  meetings.  He shall sign such  instruments  and attest such
               documents as require his signature or  attestation  and affix the
               corporate seal thereto where appropriate.

          (f)  Treasurer:  The  Treasurer  shall have general  charge of, and be
               responsible  for, the fiscal affairs of the Corporation and shall
               sign all  instruments  and  documents  as require his  signature.

                                       (Amended 10/23/86)

     Section 4.  Records:  The  Corporation  shall keep (a) correct and complete
books  and  records  of  account;   (b)  minutes  of  the   proceedings  of  the
shareholders,  Board of Directors,  and any  committees of the Board;  and (c) a
current list of the directors and officers and their residence addresses.

     The  Corporation  shall also keep at its office in the State of New York or
at the office of its transfer  agent or  registrar in the State of New York,  if
any, a record containing the names and addresses of all shareholders, the number
and class of shares held by each and the dates when they respectively became the
owners of record thereof.

     Section 5.  Checks and  Similar  Instruments:  All checks and drafts on the
Corporation's  bank accounts and all bills of exchange and promissory  notes and
all acceptances,  obligations,  and other instruments, for the payment of money,
shall be signed by facsimile or otherwise on behalf of the  Corporation  by such
officer or officers  or agent or agents as shall be  thereunto  authorized  from
time to time by the Board of Directors.
<PAGE>
                                       31


     Section 6. Voting Shares Held by the  Corporation:  Either the President or
the  Secretary  may  vote  shares  of  stock  held by the  Corporation  in other
corporations  and may execute for and on behalf of the  Corporation  proxies for
such purpose.

                                   Article IV
            Share Certificates and Loss Thereof - Transfer of Shares

     Section 1. Form of Share Certificates:  The shares of the Corporation shall
be represented by certificates, in such forms as the Board of Directors may from
time to time prescribe, signed by the chairman of the Board if such there be, or
the President or a Vice President and the Secretary or an Assistant secretary or
the Treasurer or an Assistant Treasurer,  and may be sealed with the seal of the
corporation  or a facsimile  thereof.  The  signatures  of the  officers  upon a
certificate may be facsimiles if the certificate is counter-signed by a transfer
agent or registered by a registrar  other than the  Corporation or its employee.
In case any officer who has signed or whose facsimile  signature has been placed
upon a certificate  shall have ceased to be such officer before such certificate
is issued,  it may be issued by the  Corporation  with the same  effect as if he
were such officer at the date of issue.

     Section 2. Lost, Stolen, or Destroyed Share Certificates: No certificate or
certificates  for  shares  of the  Corporation  shall be  issued in place of any
certificate  alleged  to have been  lost,  stolen,  or  destroyed,  except  upon
production of such evidence of the loss,  theft, or  destruction,  and upon such
indemnification  and payment of costs of the  Corporation and its agents to such
extent  and in such  manner  as the  Board of  Directors  may from  time to time
prescribe.

     Section  3.  Transfer  of  Shares:  Shares  of  the  Corporation  shall  be
transferable on the books of the Corporation by the registered holder thereof in
person or by his duly  authorized  attorney,  by delivery for  cancellation of a
certificate  or  certificates  for  the  same  number  of  shares,  with  proper
endorsement  consisting of either a written  assignment of the  certificate or a
power  of  attorney  to  sell,  assign,  or  transfer  the  same  or the  shares
represented thereby, signed by the person appearing by the certificate to be the
owner of the shares  represented  thereby,  either  written  thereon or attached
thereto, with such proof of the authenticity of the signature as the Corporation
or its agents may reasonably require. Such endorsement may be either in blank or
<PAGE>
                                       32


to a specified person,  and shall have affixed thereto all stock transfer stamps
required by law.

                                    Article V
                                  Other Matters

     Section 1. Corporate Seal: The corporate seal shall have inscribed  thereon
the name of the  Corporation and such other  appropriate  legend as the Board of
Directors may from time to time  determine.  In lieu of the corporate seal, when
so authorized by the Board,  a facsimile  thereof may be affixed or impressed or
reproduced in any other manner.

     Section 2. Amendments:  By-Laws of the Corporation may be amended, repealed
or adopted by vote of the holders of the shares at the time  entitled to vote in
the election of any directors. By-Laws may also be amended, repealed, or adopted
by the Board of Directors, but any By-Law adopted by the Board may be amended or
repealed by the shareholders  entitled to vote thereon as hereinabove  provided.
If any By-Law regulating an impending election of directors is adopted, amended,
or repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of  shareholders  for the  election of directors  the By-Law so
adopted, amended, or repealed,  together with a concise statement of the changes
made.