TABLE OF CONTENTS




|                                                                                              |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|FORM 10-Q                                                                                    
|Consolidated Balance Sheets                                                                  
|Consolidated Statements of Earnings and Comprehensive Loss                                   
|Consolidated Statements of Cash Flows                                                        
|Notes to Consolidated Financial Statements                                                   
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|SUMMARY OF CONTINUING AND DISCONTINUED OPERATIONS                                            
|RESULTS OF CONTINUING OPERATIONS                                                             
|LIQUIDITY AND CAPITAL RESOURCES APRIL 28, 2001 TO JULY 28, 2001 (from continuing operations) 
|PART II. OTHER INFORMATION                                                                   
|Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                                                                   



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##### Table of Contents



Page 1 of 15

SECURITIES AND EXCHANGE COMMISSION






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 28, 2001
|                                            
|OR                                          
|                                            
|o                                            |  | 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






|                                                                                                         |  |                                                       
|-------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------
|STATE OF NEW YORK(State or other jurisdiction of
        incorporation or organization)                  |  | 16-0445920(I.R.S. Employer
        Identification No.)
|                                                                                                        
|600 Powers Bldg., 16 W. Main Street, Rochester,
        New York(Address of principal executive offices) |  | 14614(Zip Code)                                       

Registrants telephone number, including area code
(716) 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.

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 | 



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Page 2 of 15

GENESEE CORPORATION


AND SUBSIDIARIES









July 28, 2001 and April 28, 2001



|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                |                                            |        |        |        |        |        |        |        | 
|-------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | 
|                                             |                                                                                                                                         | UNAUDITED                                                                                |                                                                                                                                | AUDITED                                   
|                                             |                                                                                                                                         | July 28, 2001                                                                            |                                                                                                                                | April 28, 2001                            
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                |                                           
|Assets                                       |                                                                                                                                         |                                                                                          |                                                                                                                                |                                            |        |        |        |       
|                                            
|                                            
|                                            
|                                            
|                                             | Current assets:                                                                                                                         |                                                                                          |                                                                                                                                |                                            |        |        |        |        |       
|                                             |                                                                                                                                         |                                                                                          | Cash and cash equivalents                                                                                                      |                                            | $      | 12,282 |        |        | $      | 12,237 |       
|                                             |                                                                                                                                         |                                                                                          | Marketable securities available for sale                                                                                       |                                            |        | 9,261  |        |        |        | 9,037  |       
|                                             |                                                                                                                                         |                                                                                          | Trade accounts receivable, less allowance for
        doubtful receivables of $262 at July 28, 2001 and
        April 28, 2001 |                                            |        | 2,837  |        |        |        | 2,700  |       
|                                             |                                                                                                                                         |                                                                                          | Notes receivable, current portion                                                                                              |                                            |        | 1,060  |        |        |        | 771    |       
|                                             |                                                                                                                                         |                                                                                          | Inventories, at lower of cost (first-in,
        first-out) or market                                                          |                                            |        | 8,371  |        |        |        | 8,758  |       
|                                             |                                                                                                                                         |                                                                                          | Deferred income tax assets, current portion                                                                                    |                                            |        | 338    |        |        |        | 338    |       
|                                             |                                                                                                                                         |                                                                                          | Other current assets                                                                                                           |                                            |        | 150    |        |        |        | 180    |       
|                                             |                                                                                                                                         |                                                                                          | Net assets held for disposal  current                                                                                         |                                            |        | 5,410  |        |        |        | 5,179  |       
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                |                                            |        |        |        |       
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                | Total current assets                       |        |        | 39,709 |        |        |        | 39,200 | 
|                                             | Net property, plant and equipment                                                                                                       |                                                                                          |                                                                                                                                | 12,066                                     |        |        |        | 12,237 |       
|                                             | Goodwill and other intangibles net of accumulated
        amortization of $26,217 at July 28, 2001 and $4,070 at
        April 28, 2001 |                                                                                          |                                                                                                                                | 3,253                                      |        |        |        | 25,426 |       
|                                             | Notes receivable, noncurrent portion                                                                                                    |                                                                                          |                                                                                                                                | 9,940                                      |        |        |        | 10,229 |       
|                                             | Other assets                                                                                                                            |                                                                                          |                                                                                                                                | 1,090                                      |        |        |        | 1,138  |       
|                                             | Deferred income tax assets, noncurrent portion                                                                                          |                                                                                          |                                                                                                                                | 1,773                                      |        |        |        | 1,772  |       
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                |                                            |        |        |        |       
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                | Total assets                               |        | $      | 67,831 |        |        | $      | 90,002 | 
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                |                                            |        |        |        |       
|Liabilities and Shareholders
        Equity |                                                                                                                                         |                                                                                          |                                                                                                                                |                                            |        |        |        |       
|                                            
|                                            
|                                            
|                                            
|                                             | Current liabilities:                                                                                                                    |                                                                                          |                                                                                                                                |                                            |        |        |        |        |       
|                                             |                                                                                                                                         |                                                                                          | Notes payable, current portion                                                                                                 |                                            | $      | 95     |        |        | $      | 1,474  |       
|                                             |                                                                                                                                         |                                                                                          | Accounts payable                                                                                                               |                                            |        | 1,127  |        |        |        | 1,281  |       
|                                             |                                                                                                                                         |                                                                                          | Income taxes payable                                                                                                           |                                            |        | 497    |        |        |        | 0      |       
|                                             |                                                                                                                                         |                                                                                          | Accrued compensation                                                                                                           |                                            |        | 482    |        |        |        | 493    |       
|                                             |                                                                                                                                         |                                                                                          | Accrued expenses and other                                                                                                     |                                            |        | 877    |        |        |        | 975    |       
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                |                                            |        |        |        |       
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                | Total current liabilities                  |        |        | 3,078  |        |        |        | 4,223  | 
|                                             | Notes payable, noncurrent portion                                                                                                       |                                                                                          |                                                                                                                                | 4,475                                      |        |        |        | 4,499  |       
|                                             | Deferred gain on sale of brewing business                                                                                               |                                                                                          |                                                                                                                                | 11,926                                     |        |        |        | 11,926 |       
|                                             | Other liabilities                                                                                                                       |                                                                                          |                                                                                                                                | 20                                         |        |        |        | 21     |       
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                |                                            |        |        |        |       
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                | Total liabilities                          |        |        | 19,499 |        |        |        | 20,669 | 
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                |                                            |        |        |        |       
|                                             | Shareholders equity:                                                                                                                   |                                                                                          |                                                                                                                                |                                            |        |        |        |        |       
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                                                         | Common stock:                                                                            |                                                                                                                                |                                            |        |        |        |        |        |       
|                                             |                                                                                                                                         |                                                                                          | Class A common stock, voting, $.50 par
        value. Authorized 450,000 shares; 209,885 shares issued and
        outstanding |                                            |        | 105    |        |        |        | 105    |       
|                                             |                                                                                                                                         |                                                                                          | Class B common stock, non-voting, $.50 par
        value. Authorized 3,850,000 shares; 1,506,876 shares issued                 |                                            |        | 753    |        |        |        | 753    |       
|                                             |                                                                                                                                         | Additional paid-in capital                                                               |                                                                                                                                |                                            | 5,803  |        |        |        | 5,803  |       
|                                             |                                                                                                                                         | Retained earnings                                                                        |                                                                                                                                |                                            | 43,402 |        |        |        | 64,485 |       
|                                             |                                                                                                                                         | Officer loans                                                                            |                                                                                                                                |                                            | (411   | )      |        |        | (411   | )     
|                                             |                                                                                                                                         | Accumulated other comprehensive income                                                   |                                                                                                                                |                                            | 173    |        |        |        | 91     |       
|                                             |                                                                                                                                         | Less: Class B treasury stock, at cost;
        42,675 shares in July 2001 and April 2001 |                                                                                                                                |                                            | (1,493 | )      |        |        | (1,493 | )     
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                |                                            |        |        |        |       
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                | Total shareholders equity                 |        |        | 48,332 |        |        |        | 69,333 | 
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                |                                            |        |        |        |       
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                | Total liabilities and shareholders equity |        | $      | 67,831 |        |        | $      | 90,002 | 
|                                             |                                                                                                                                         |                                                                                          |                                                                                                                                |                                            |        |        |        |       

See accompanying notes to consolidated financial statements.



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Page 3 of 15

GENESEE CORPORATION


AND SUBSIDIARIES









Thirteen Weeks Ended July 28, 2001 and July 29, 2000



|                                                                                 |                                                                      |                                                                                                                                          |                                              |                                                             |         |         |           |   |       |        |      |  
|-------------------------------------------------------------------------------- | -------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ----------------------------------------------------------- | ------- | ------- | --------- | - | ----- | ------ | ---- | -
|                                                                                 |                                                                      | UNAUDITED                                                                                                                                |                                              | UNAUDITED                                                  
|                                                                                 |                                                                      | 2001                                                                                                                                     |                                              | 2000                                                       
|                                                                                 |                                                                      |                                                                                                                                          |                                              |                                                            
|Revenues                                                                         |                                                                      | $                                                                                                                                        | 11,009                                       |                                                             |         | $       | 11,074    |  
|                                                                                 |                                                                      |                                                                                                                                          | Cost of goods sold                           |                                                             |         | 9,386   |           |   |       | 10,665 |     
|                                                                                 |                                                                      |                                                                                                                                          |                                              |                                                             |         |         |           |  
|Gross profit                                                                     |                                                                      |                                                                                                                                          | 1,623                                        |                                                             |         |         | 409       |  
|                                                                                 |                                                                      |                                                                                                                                          | Selling, general and administrative expenses |                                                             |         | 1,451   |           |   |       | 1,404  |     
|                                                                                 |                                                                      |                                                                                                                                          | Impairment charge  Foods Division           |                                                             |         | 21,833  |           |   |       | 0      |     
|                                                                                 |                                                                      |                                                                                                                                          |                                              |                                                             |         |         |           |  
|Operating loss                                                                   |                                                                      |                                                                                                                                          | (21,661                                      | )                                                           |         |         | (995      | )
|                                                                                 |                                                                      |                                                                                                                                          | Investment and interest income               |                                                             |         | 445     |           |   |       | 153    |     
|                                                                                 |                                                                      |                                                                                                                                          | Other income                                 |                                                             |         | 26      |           |   |       | 245    |     
|                                                                                 |                                                                      |                                                                                                                                          | Interest expense                             |                                                             |         | (84     | )         |   |       | (108   | )   
|                                                                                 |                                                                      |                                                                                                                                          |                                              |                                                             |         |         |           |  
|                                                                                 |                                                                      |                                                                                                                                          |                                              | Loss from continuing operations before income
        taxes |         |         | (21,274   | ) |       |        | (705 | )
|Income tax expense (benefit)                                                     |                                                                      |                                                                                                                                          | 317                                          |                                                             |         |         | (176      | )
|                                                                                 |                                                                      |                                                                                                                                          |                                              |                                                             |         |         |           |  
|                                                                                 |                                                                      |                                                                                                                                          |                                              | Loss from continuing operations                             |         |         | (21,591   | ) |       |        | (529 | )
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Discontinued operations:                                                         |                                                                      |                                                                                                                                          |                                              |                                                             |         |         |           |  
|                                                                                 |                                                                      | Earnings from operations of the discontinued
        segments (less applicable income tax expense of $98 and $276,
        respectively) |                                              |                                                             | 154     |         |           |   | 413   |       
|                                                                                 | Adjustment to the loss on disposal of Genesee
        Ventures, Inc. |                                                                                                                                          |                                              |                                                             |         |         |           |   |      
|                                                                                 |                                                                      | (less applicable income tax expense of $227 and
        $71, respectively)                                                               |                                              |                                                             | 354     |         |           |   | 107   |       
|                                                                                 |                                                                      |                                                                                                                                          |                                              |                                                             |         |         |           |  
|                                                                                 |                                                                      |                                                                                                                                          | Net loss                                     |                                                             |         | (21,083 | )         |   |       | (9     | )   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Other comprehensive income, net of income taxes:                                 |                                                                      |                                                                                                                                          |                                              |                                                             |         |         |           |  
|                                                                                 |                                                                      | Unrealized holding gains arising during the period                                                                                       |                                              |                                                             | 82      |         |           |   | 69    |       
|                                                                                 |                                                                      |                                                                                                                                          |                                              |                                                             |         |         |           |  
|                                                                                 |                                                                      | Comprehensive loss                                                                                                                       |                                              | $                                                           | (21,001 | )       |           | $ | 60    |       
|                                                                                 |                                                                      |                                                                                                                                          |                                              |                                                             |         |         |           |  
|Basic and diluted loss per share from continuing
        operations              |                                                                      | $                                                                                                                                        | (12.90                                       | )                                                           |         | $       | (0.33     | )
|Basic and diluted earnings per share from
        discontinued operations        |                                                                      | $                                                                                                                                        | 0.09                                         |                                                             |         | $       | 0.25      |  
|Basic and diluted gain per share from disposal of
        Genesee Ventures, Inc. |                                                                      | $                                                                                                                                        | 0.21                                         |                                                             |         | $       | 0.07      |  
|                                                                                 |                                                                      |                                                                                                                                          |                                              |                                                             |         |         |           |  
|                                                                                 |                                                                      | Basic and diluted loss per share                                                                                                         |                                              | $                                                           | (12.60  | )       |           | $ | (0.01 | )     
|                                                                                 |                                                                      |                                                                                                                                          |                                              |                                                             |         |         |           |  
|Weighted average common shares outstanding                                       |                                                                      |                                                                                                                                          | 1,674,086                                    |                                                             |         |         | 1,620,643 |  
|Weighted average and common equivalent shares                                    |                                                                      |                                                                                                                                          | 1,674,086                                    |                                                             |         |         | 1,620,643 |  

See accompanying notes to consolidated financial statements.



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Page 4 of 15

GENESEE CORPORATION


AND SUBSIDIARIES





Consolidated Statements of Cash Flows

Thirteen Weeks Ended July 28, 2001 and July 29,
2000



|                                                             |                                                                                                   |                                                        |                                                          |                                                                        |        |        |        |      |       |        |      |  
|------------------------------------------------------------ | ------------------------------------------------------------------------------------------------- | ------------------------------------------------------ | -------------------------------------------------------- | ---------------------------------------------------------------------- | ------ | ------ | ------ | ---- | ----- | ------ | ---- | -
|                                                             |                                                                                                   | UNAUDITED                                              |                                                          | UNAUDITED                                                             
|                                                             |                                                                                                   | 2001                                                   |                                                          | 2000                                                                  
|                                                             |                                                                                                   |                                                        |                                                          |                                                                       
|Cash flows from operating
        activities:                |                                                                                                   |                                                        |                                                          |                                                                        |        |        |        |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Net loss from continuing operations                                                               |                                                        | $                                                        | (21,591                                                                | )      |        | $      | (529 | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Adjustments to reconcile net loss to net cash
        provided by (used in) operating activities: |                                                        |                                                          |                                                                        |        |        |        |      |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Depreciation and amortization                            |                                                                        |        | 780    |        |      |       | 762    |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Net (gain) loss on sale of marketable
        securities |                                                                        |        | (8     | )      |      |       | 10     |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Deferred tax provision                                   |                                                                        |        | (2     | )      |      |       | 0      |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Impairment charge  Foods Division                       |                                                                        |        | 21,833 |        |      |       | 0      |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Other                                                    |                                                                        |        | (463   | )      |      |       | 540    |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Changes in non-cash assets and liabilities, net
        of amounts sold:                          |                                                        |                                                          |                                                                        |        |        |        |      |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Trade accounts receivable                                |                                                                        |        | (137   | )      |      |       | (496   | )   
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Inventories                                              |                                                                        |        | 387    |        |      |       | (1,993 | )   
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Other assets                                             |                                                                        |        | 78     |        |      |       | 320    |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Accounts payable                                         |                                                                        |        | (154   | )      |      |       | 945    |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Accrued expenses and other                               |                                                                        |        | (109   | )      |      |       | (136   | )   
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Income taxes payable                                     |                                                                        |        | 497    |        |      |       | 105    |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Other liabilities                                        |                                                                        |        | (1     | )      |      |       | 0      |     
|                                                             |                                                                                                   |                                                        |                                                          |                                                                        |        |        |        |     
|                                                             |                                                                                                   |                                                        |                                                          | Net cash provided by (used in) continuing
        operating activities |        |        | 1,110  |      |       |        | (472 | )
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Net cash provided by discontinued operations             |                                                                        |        | 90     |        |      |       | 150    |     
|                                                             |                                                                                                   |                                                        |                                                          |                                                                        |       
|                                                             |                                                                                                   |                                                        |                                                          | Net cash provided by (used in) operating
        activities            |        |        | 1,200  |      |       |        | (322 | )
|                                                             |                                                                                                   |                                                        |                                                          |                                                                        |       
|Cash flows from investing
        activities:                |                                                                                                   |                                                        |                                                          |                                                                        |        |        |        |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Capital expenditures, net                                                                         |                                                        |                                                          | (127                                                                   | )      |        |        | (418 | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Proceeds from sale of marketable securities                                                       |                                                        |                                                          | 1,915                                                                  |        |        |        | 382  |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Purchases of marketable securities and other
        investments                                  |                                                        |                                                          | (1,732                                                                 | )      |        |        | (509 | )    
|                                                             |                                                                                                   |                                                        |                                                          |                                                                        |        |        |        |     
|                                                             |                                                                                                   |                                                        |                                                          | Net cash provided by (used in) continuing
        investing activities |        |        | 56     |      |       |        | (545 | )
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                                   |                                                        | Net cash provided by discontinued operations             |                                                                        |        | 192    |        |      |       | 45     |     
|                                                             |                                                                                                   |                                                        |                                                          |                                                                        |       
|                                                             |                                                                                                   |                                                        |                                                          | Net cash provided by (used in) investing
        activities            |        |        | 248    |      |       |        | (500 | )
|                                                             |                                                                                                   |                                                        |                                                          |                                                                        |       
|Cash flows from financing
        activities:                |                                                                                                   |                                                        |                                                          |                                                                        |        |        |        |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Principal payments on debt                                                                        |                                                        |                                                          | (1,403                                                                 | )      |        |        | (75  | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Payment of dividends                                                                              |                                                        |                                                          | 0                                                                      |        |        |        | (567 | )    
|                                                             |                                                                                                   |                                                        |                                                          |                                                                        |       
|                                                             |                                                                                                   |                                                        |                                                          | Net cash used in financing
        activities                          |        |        | (1,403 | )    |       |        | (642 | )
|                                                             |                                                                                                   |                                                        |                                                          |                                                                        |       
|Net increase (decrease) in cash and cash
        equivalents |                                                                                                   |                                                        | 45                                                       |                                                                        |        |        | (1,464 | )   
|                                                            
|                                                            
|                                                            
|                                                            
|Cash and cash equivalents at beginning of the
        period |                                                                                                   |                                                        | 12,237                                                   |                                                                        |        |        | 7,649  |     
|                                                             |                                                                                                   |                                                        |                                                          |                                                                        |       
|                                                             |                                                                                                   | Cash and cash equivalents at end of the
        period |                                                          | $                                                                      | 12,282 |        |        | $    | 6,185 |       
|                                                             |                                                                                                   |                                                        |                                                          |                                                                        |       

See accompanying notes to consolidated financial statements.



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##### Table of Contents



Page 5 of 15

GENESEE CORPORATION






Notes to Consolidated Financial Statements

NOTE (A) Divestiture of the Corporations Operating
Businesses

On October 19, 2000, the Corporations shareholders
approved a plan to liquidate and dissolve the Corporation. The
Corporation will be liquidated by selling or otherwise disposing
of all the Corporations assets and winding up its affairs.
The proceeds from this liquidation, net of amounts paid or
reserved to discharge all of the Corporations obligations
and liabilities, will be distributed to the Corporations
shareholders in a series of liquidating distributions, after
which the Corporation will be dissolved.

On December 15, 2000, the Corporation sold substantially
all of the assets and certain liabilities of its brewing
business for $25.8 million ($14.8 million in cash and
$11.0 million in notes receivable) to High Falls Brewing
Company, LLC (High Falls). Upon completion of a
closing date balance sheet audit, the Corporation received an
additional $1.4 million from High Falls bringing the total
sales price for the brewery to $27.2 million. A pretax deferred
gain on the brewing business sale in the amount of
$11.9 million is reported in the accompanying consolidated
balance sheet. The gain is deferred due to the
Corporations receipt of a significant portion of the sale
price in the form of notes receivable and certain performance
based guarantees in place between the Corporation and a
significant contract customer of High Falls.

On December 28, 2000, the Corporation sold a significant
portion of its equipment lease portfolio for approximately
$15.3 million, generating net proceeds to the Corporation
of approximately $12.8 million. The Corporation recorded an
estimated pretax loss of $3.1 million in the fourth quarter
of fiscal 2000 related to this sale. The Corporation favorably
adjusted this loss by $ 1.7 million, pretax, for fiscal
2001 and $ 581,000, pretax, in the first quarter of fiscal 2002,
which reflects better than expected leasing operating results.

The Corporation is evaluating strategies to sell or otherwise
divest the Corporations remaining assets. In accordance
with accounting principles generally accepted in the United
States of America (GAAP), the results of operations
of the Corporations brewing, equipment leasing and real
estate businesses have been segregated from the
Corporations continuing operations and accounted for as
discontinued operations in the accompanying consolidated
statements of earnings and comprehensive loss and in the
consolidated statements of cash flows. Continuing operations
consist of the Foods Division and the corporate segment.



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GENESEE CORPORATION



Notes to Consolidated Financial Statements

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

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

|                                                                                                 |  |                      |     |               |  |   |         |  
|------------------------------------------------------------------------------------------------ |  | -------------------- | --- | ------------- |  | - | ------- | -
|                                                                                                 |  |                     
|                                                                                                 |  | Thirteen weeks ended
|(Dollars in thousands)                                                                           |  | July 28, 2001        |     | July 29, 2000
|                                                                                                 |  |                      |     |              
|Revenue                                                                                          |  | $                    | 635 |               |  | $ | 29,886  |  
|Less beer taxes                                                                                  |  |                      |    |               |  |   | (5,991  | )
|Net revenue                                                                                      |  |                      | 635 |               |  |   | 23,895  |  
|Cost of goods sold                                                                               |  |                      |    |               |  |   | (17,532 | )
|Selling, general, and admin.                                                                     |  |                      | (48 | )             |  |   | (5,507  | )
|Other income                                                                                     |  |                      | 246 |               |  |   | 11      |  
|Earnings from operations of the discontinued
        segments,
        net of tax expense        |  |                      | 154 |               |  |   | 413     |  
|                                                                                                 |  |                      |     |               |  |   |         |  
|Adjustment to the loss on disposal of Genesee
        Ventures, Inc.,
        net of tax expense |  | $                    | 354 |               |  | $ | 107     |  
|                                                                                                 |  |                      |     |               |  |   |         |  

The net assets of the brewing, equipment leasing and real estate
investment businesses have been excluded from their respective
captions and reported as net assets held for disposalin
the accompanying consolidated balance sheet at July 28,
2001. The net assets of the brewing, equipment leasing and real
estate investment businesses at July 28, 2001 were as follows:

|                                                                                        |                                        |   |        |       | 
|--------------------------------------------------------------------------------------- | -------------------------------------- | - | ------ | ----- | 
|(Dollars in thousands)                                                                  |                                        |  
|                                                                                        |                                        |  
|Accounts receivable, net                                                                |                                        | $ | 201    |      
|Other current assets                                                                    |                                        |   | 239    |      
|Investment in direct financing and leveraged
        leases                             |                                        |   | 1,070  |      
|Investment in and notes receivable from
        unconsolidated real estate partnerships |                                        |   | 5,320  |      
|Other assets                                                                            |                                        |   | 655    |      
|Net deferred income tax asset                                                           |                                        |   | 993    |      
|Accrued expenses and other                                                              |                                        |   | (2,693 | )    
|Accrued postretirement benefits                                                         |                                        |   | (375   | )    
|                                                                                        |                                        |   |        |      
|                                                                                        | Net assets held for disposal  current |   | $      | 5,410 | 
|                                                                                        |                                        |   |        |      



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GENESEE CORPORATION



Notes to Consolidated Financial Statements

NOTE (B) Impairment Charge  Foods Division

In accordance with Statement of Financial Accounting Standards
No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of,the
Corporation recorded a $21.8 million impairment charge
related to the Foods Division in the first quarter of fiscal
2002. Management has evaluated projected future cash flows of
its Foods Division and determined that an impairment has
occurred. This impairment charge is included as a part of the
fiscal 2002 first quarter operating loss on the accompanying
consolidated statement of earnings and comprehensive loss with
an equivalent reduction in goodwill on the accompanying
July 28, 2001 consolidated balance sheet.

NOTE (C)

The Corporations consolidated financial statements
presented herein are unaudited with the exception of the
Consolidated Balance Sheet at April 28, 2001 and, because
of the seasonal nature of the business and the varying schedule
of its special sales efforts, these results are not necessarily
indicative of the results to be expected for the entire year. In
the opinion of management, the interim financial statements
reflect all adjustments which are necessary for a fair
presentation of the results for the periods presented. The
accompanying financial statements have been prepared in
accordance with GAAP and Securities and Exchange Commission
(SEC) guidelines applicable to interim financial
information. These statements should be reviewed in conjunction
with the Corporations annual report on Form 10-K for
the year ended April 28, 2001. It is the Corporations
policy to reclassify certain amounts in the prior year
consolidated financial statements to conform to the current year
presentation.

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

|                                                 |                   |               |       |               |  |   |       |       | 
|------------------------------------------------ | ----------------- | ------------- | ----- | ------------- |  | - | ----- | ----- | 
|Dollars in thousands                             |                   | July 28, 2001 |       | April 28,2001
|                                                 |                   |               |       |              
|Finished goods                                   |                   | $             | 3,767 |               |  | $ | 3,881 |      
|Raw materials, containers and packaging supplies |                   |               | 4,604 |               |  |   | 4,877 |      
|                                                 |                   |               |       |               |  |   |       |      
|                                                 | Total inventories |               | $     | 8,371         |  |   | $     | 8,758 | 
|                                                 |                   |               |       |               |  |   |       |      



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GENESEE CORPORATION



Notes to Consolidated Financial Statements

NOTE (E) Notes Receivable

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

Subordinated Promissory Note $4,500,000 note
receivable with an original maturity date of December 15,
2003 bearing interest at 12% per annum payable quarterly with
principal payments of $500,000, $1,000,000 and $3,000,000 due on
the first, second and third anniversary dates of the note,
respectively. Under certain circumstances, the final $3,000,000
of principal may be paid $1,000,000, $1,000,000 and $1,000,000
on the third, fourth, and fifth anniversary dates, respectively.
The entire principal balance was outstanding at July 28,
2001.

First Senior Bridge Note $3,500,000 note
receivable with a maturity date of June 1, 2004 bearing
interest at Manufacturers & Traders Trust Companys
prime rate plus 1% per annum payable quarterly with principal
payments of $125,000 commencing September 15, 2001 and
quarterly thereafter through the maturity date at which time the
entire outstanding principal and accrued interest is due. The
note provides for a mandatory prepayment to the extent High
Falls receives proceeds from HUD financing or JDA financing. The
entire principal balance was outstanding at July 28, 2001.

Second Senior Bridge Note $3,000,000 note
receivable with a maturity date of June 1, 2004 bearing
interest at Manufacturers & Traders Trust Companys
prime rate plus 1% per annum payable monthly through
August 15, 2001 with principal and interest payments based
on an amortization period of 240 months commencing
September 15, 2001 and monthly thereafter through the
maturity date at which time the entire outstanding principal and
accrued interest is due. The note provides for a mandatory
prepayment to the extent High Falls receives proceeds from HUD
financing or JDA financing. The entire principal balance was
outstanding at July 28, 2001.



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GENESEE CORPORATION



Notes to Consolidated Financial Statements

NOTE (F) Segment Reporting

The Corporation has two reportable segments included in
continuing operations: food processing and corporate. The food
processing segment produces dry side dish, bouillon, artificial
sweeteners, soup, drink mix and instant iced tea products under
private label for many of the countrys largest supermarket
chains (see Note B.) The corporate segment includes the
Corporations investments in marketable securities, which
generate investment income, as well as the costs associated with
certain management and administrative services to support the
Corporation.

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.

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

|                                                                       |  |            |         |           |  |              |        |              |  |   |        |  |  |   |         |  
|---------------------------------------------------------------------- |  | ---------- | ------- | --------- |  | ------------ | ------ | ------------ |  | - | ------ |  |  | - | ------- | -
|                                                                      
|                                                                      
|                                                                       |  | Food       |         |           |  | Operations   |        |             
|For the thirteen week period ended:                                    |  | Processing |         | Corporate |  | Discontinued |        | Consolidated
|                                                                      
|                                                                      
|July 28, 2001                                                          |  |            |         |           |  |              |        |              |  |   |        |  |  |   |         |  
|                                                                      
|Net revenues from external customers                                   |  | $          | 11,009  |           |  | $            |       |              |  | $ |       |  |  | $ | 11,009  |  
|Depreciation and amortization                                          |  |            | 780     |           |  |              |       |              |  |   |       |  |  |   | 780     |  
|Operating loss                                                         |  |            | (21,384 | )         |  |              | (277   | )            |  |   |       |  |  |   | (21,661 | )
|Investment income                                                      |  |            |        |           |  |              | 445    |              |  |   |       |  |  |   | 445     |  
|(Loss) earnings from continuing operations before
        income taxes |  |            | (21,446 | )         |  |              | 172    |              |  |   |       |  |  |   | (21,274 | )
|Identifiable assets                                                    |  |            | 27,900  |           |  |              | 4,521  |              |  |   | 5,410  |  |  |   | 67,831  |  
|Capital expenditures                                                   |  |            | 127     |           |  |              |       |              |  |   |       |  |  |   | 127     |  
|                                                                      
|July 29, 2000                                                          |  |            |         |           |  |              |        |              |  |   |        |  |  |   |         |  
|                                                                      
|Net revenues from external customers                                   |  | $          | 11,074  |           |  | $            |       |              |  | $ |       |  |  | $ | 11,074  |  
|Depreciation and amortization                                          |  |            | 762     |           |  |              |       |              |  |   |       |  |  |   | 762     |  
|Operating loss                                                         |  |            | (895    | )         |  |              | (100   | )            |  |   |       |  |  |   | (995    | )
|Investment income                                                      |  |            |        |           |  |              | 153    |              |  |   |       |  |  |   | 153     |  
|(Loss) earnings from continuing operations before
        income taxes |  |            | (758    | )         |  |              | 53     |              |  |   |       |  |  |   | (705    | )
|Identifiable assets                                                    |  |            | 56,057  |           |  |              | 13,830 |              |  |   | 26,213 |  |  |   | 96,100  |  
|Capital expenditures                                                   |  |            | 418     |           |  |              |       |              |  |   |       |  |  |   | 418     |  
|                                                                      



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GENESEE CORPORATION



Notes to Consolidated Financial Statements

NOTE (G) Supplemental Cash Flow Information

Cash paid for taxes was $37,000 and $66,000 for the thirteen
week period ended July 28, 2001 and July 29, 2000,
respectively; cash paid for interest was $84,000 and $108,000
for the thirteen week period ended July 28, 2001 and
July 29, 2000, respectively.

NOTE (H) Recently Issued Accounting Standards

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

In June 2001, the Financial Accounting Standards Board
issued SFAS No. 142, Goodwill and Other Intangible Assets
which is effective for the Corporation as of April 27,
2002. SFAS 142 requires, among other things, the cessation of
the amortization of goodwill. In addition, the standard includes
provisions for the reclassification of certain existing
recognized intangibles as goodwill, reassessment of the useful
lives of existing recognized intangibles, reclassification of
certain intangibles out of previously reported goodwill and the
identification of reporting units for purposes of assessing
potential future impairments of goodwill. SFAS 142 also requires
the Corporation to complete a transitional goodwill impairment
test six months from the date of adoption. The Corporation is
currently assessing the impact of this new statement on its
combined financial position and results of operations and has
not yet determined the impact of adoption.



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GENESEE CORPORATION






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

This financial review should be read in conjunction with the
accompanying consolidated financial statements. The discussion
of operating results and liquidity and capital resources for the
thirteen week periods ended July 28, 2001 and July 29,
2000 excludes the discontinued brewing and equipment leasing and
real estate investment businesses discussed in Note (A) to
the accompanying consolidated financial statements.




SUMMARY OF CONTINUING AND DISCONTINUED OPERATIONS

Comparison of 13 weeks ended July 28, 2001 to
13 weeks ended July 29, 2000

On a consolidated basis, the Corporation reported an operating
loss from continuing operations of $21.7 million, which was
unfavorable by $20.7 million as compared to the same period
last year primarily due to the impairment charge described in
Note B to the accompanying consolidated financial statements.
Excluding the impairment charge, the Corporation had operating
income from continuing operations of $172,000, which was
favorable by $1.2 million as compared to the same period
last year primarily due to the prior year $900,000 charge
described below.

On a consolidated basis, the Corporation reported a net loss
from continuing operations of $21.6 million, or $12.90
basic and diluted loss per share, in the first quarter this
year, compared to a net loss from continuing operations of
$529,000, or $.33 basic and diluted loss per share, for the same
period last year. Excluding the impairment charge mentioned
above, the Corporation had net earnings from continuing
operations of $242,000, or $.14 basic and diluted earnings per
share, in the first quarter this year.

The Corporation reported net earnings from discontinued
operations of $508,000, or $.30 basic and diluted earnings per
share for the first quarter of fiscal 2002, compared to net
earnings from discontinued operations of $520,000, or $.32 basic
and diluted earnings per share for the same period last year.




RESULTS OF CONTINUING OPERATIONS

Comparison of 13 weeks ended July 28, 2001 to
13 weeks ended July 29, 2000

Foods Division

Net revenues for the Corporations Foods Division decreased
slightly to $11.0 million in the first quarter this year as
compared to $11.1 million for the same period last year.

Gross profit for the Foods Division increased to
$1.6 million in the first quarter this year as compared to
$409,000 for the same period last year. The increase in gross
profit is primarily due to the absence in the fiscal 2002 first
quarter of a $900,000 pre-tax charge for costs associated with a
product quality problem discovered during the first quarter of
fiscal 2001 as well as the reversal of $200,000 of this charge
in the first quarter of fiscal 2002 as efforts to reduce the
financial impact of this quality problem were successful.

Selling, general and administrative expenses remained level at
$1.2 million when comparing the first quarter of fiscal 2002 to
the same period last year.



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GENESEE CORPORATION



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

The Foods Division had an operating loss of $21.4 million
for the first quarter of fiscal 2002, which was unfavorable by
$20.5 million as compared to the same period in fiscal 2001
due to the impairment charge described in Note B to the
accompanying consolidated financial statements. Excluding the
impairment charge, the Foods Division had operating income of
$449,000 for the first quarter of fiscal 2002, compared to an
operating loss of $895,000 in the prior year period. This
improvement in operating results is primarily a result of the
$900,000 prior year charge and the partial reversal of this
charge described above, and cost cutting initiatives and
improved manufacturing efficiencies.








Cash and cash equivalents and marketable securities in the
aggregate increased $269,000 from April 28, 2001 to
July 28, 2001. Cash and cash equivalents totaled
$12.3 million at July 28, 2001 and $12.2 million
at April 28, 2001 (see accompanying consolidated statement of
cash flows for components of this net increase in cash and cash
equivalents). Marketable securities totaled $9.3 million at
July 28, 2001 and $9.0 million at April 28, 2001.

Net trade accounts receivable increased by $137,000. This
increase is primarily attributable to the timing of cash
receipts.

Inventories decreased by $387,000 as a result of the continued
effort by the Foods Division to reduce inventory levels.

Net property, plant and equipment decreased by $171,000. This
decrease is primarily a result of Foods Division acquisitions of
property, plant and equipment being offset by depreciation and
amortization of such assets.

Goodwill and other intangibles, net of accumulated amortization,
decreased by $22.2 million primarily as a result of the
impairment charge recorded during the first quarter and
described in Note B to the attached consolidated financial
statements.

Accounts payable, accrued compensation and accrued expenses
decreased in the aggregate by $263,000. This decrease is
primarily attributable to the timing of payments.

Notes payable decreased by $1.4 million primarily as a
result of the prepayment of the Corporations term note
payable during the first quarter of fiscal 2002.

In connection with the decision to liquidate and dissolve the
Corporation, the Corporations Board of Directors decided
to suspend the payment of quarterly dividends and to instead
make liquidating distributions as and when feasible under the
Corporations plan of liquidation and dissolution. The
first partial liquidating distribution was paid on March 1,
2001. The Corporation expects to make additional liquidating
distributions as the Corporation: (a) receives payment from
High Falls on the promissory notes that financed a portion of
the purchase price in the sale of the brewing business;
(b) receives proceeds from the sale of the Foods Division
and other assets of the Corporation and; (c) discharges
post closing obligations arising from such transactions and
other contingent liabilities.



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GENESEE CORPORATION



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

Forward-Looking Statements

This report contains forward-looking statements within the
meaning of the federal securities laws. These forward-looking
statements include statements about the projected cash flows and
prospects for the Corporations Foods Division and the
amount and timing of the payment of additional liquidating
distributions. These forward-looking statements are subject to a
number of 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, uncertainties regarding industry
trends and conditions that may affect the performance and
financial condition of the Corporations Foods Division,
the risk of default by High Falls Brewing Company on its payment
and other obligations under the promissory notes held by the
Corporation; risks associated with continued ownership and
operation of the Foods Division; the possibility of delay in
finding buyers and completing the divestiture of the Foods
Division and other assets of the Corporation; the amounts that
the Corporation is able to realize from the divestiture of the
Foods Division and other assets of the Corporation; possible
contingent liabilities and post-closing indemnification and
other obligations arising from the sale of the
Corporations operating businesses and other assets; and
risks associated with the liquidation and dissolution of the
Corporation, including without limitation, settlement of the
Corporations liabilities and obligations, costs incurred
in connection with carrying out the plan of liquidation and
dissolution, the amount of income earned on the
Corporations cash and cash equivalents and short-term
investments during the liquidation period, and the actual timing
of liquidating distributions.



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GENESEE CORPORATION

















(a)  Exhibits. None

(b)  Reports on Form 8-K. None



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GENESEE CORPORATION










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:  9/17/01 |  | /s/ Mark W. Leunig
        -----------------------------------------------------
        Mark W. Leunig
        Sr. Vice President and Chief Administrative Officer
|              
|Date:  9/17/01 |  | /s/ Steven M. Morse
        -----------------------------------------------------
        Steven M. Morse
        Vice President and Treasurer