<PAGE>



                                                  Index to Exhibits at page 13



                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM 10-Q


[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
For the quarterly period ended October 30, 2004
                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
For the transition period from                    to
                               ------------------    ------------------

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

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

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

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

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

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

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

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

                                                           Number of Shares
         Class                                                  Outstanding
         -----                                             ----------------
         Class A Common Stock (voting), par
         value $.50 per share                                       209,885

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





<PAGE>

                                                                  Page 2 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


           Statement Of Net Assets In Liquidation (Liquidation Basis)
                        October 30, 2004 and May 1, 2004
                 (Dollars in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                        October 30, 2004          May 1, 2004
                                                                                        ----------------          -----------
<S>                                                                                       <C>                   <C>
ASSETS

           Cash and cash equivalents                                                        $    2,901            $    3,731
           Restricted cash                                                                       2,416                 3,200
           Notes receivable                                                                          0                 1,000
           Estimated net income tax receivable                                                     193                   515
           Other assets                                                                            359                   393
                                                                                            ----------            ----------
                       Total assets                                                         $    5,869            $    8,839
                                                                                            ==========            ==========

LIABILITIES AND NET ASSETS

           Accrued expenses and other liabilities                                           $      257            $      389
           Accrued self-insured workers compensation                                             1,343                 1,608
                                                                                            ----------            ----------
                       Total liabilities                                                         1,600                 1,997
                                                                                            ----------            ----------

    Net assets in liquidation                                                               $    4,269            $    6,842
                                                                                            ==========            ==========


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

    Net assets in liquidation per outstanding share                                         $     2.55            $     4.09
                                                                                            ==========            ==========

</TABLE>


          See accompanying notes to consolidated financial statements.



<PAGE>
                                                                 Page 3 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


      Statement Of Changes In Net Assets In Liquidation (Liquidation Basis)
      For the Twenty-Six Weeks Ended October 30, 2004 and November 1, 2003
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                             2004                 2003
                                                                                            ---------------------------


<S>                                                                                       <C>                 <C>
Net assets in liquidation at May 1, 2004 and May 3, 2003, respectively                      $ 6,842             $ 8,377

Liquidating distribution paid to shareholders                                                (2,511)                  0

High Falls subordinated note receivable:

              Interest income                                                                     0                 140

Interest income, net                                                                             16                  12

Changes in estimated liquidation values of assets and liabilities                              (100)                  2
                                                                                            ---------------------------

Net assets in liquidation at July 31, 2004 and August 2, 2003, respectively                   4,247               8,531

High Falls subordinated note receivable:

              Interest income                                                                     0                  70

              Change in fair value                                                                0              (1,700)

Interest income (expense), net                                                                   24                 (58)

Changes in estimated liquidation values of assets and liabilities                                (2)               (163)
                                                                                            ---------------------------

Net assets in liquidation at October 30, 2004 and November 1, 2003, respectively            $ 4,269             $ 6,680
                                                                                            ===========================

</TABLE>



See accompanying notes to consolidated financial statements.






<PAGE>



                                                                Page 4 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements

NOTE (A) Divestiture of the Corporation's Operating Businesses and Other Assets

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

         The Corporation sold its brewing business in December 2000 to High
         Falls Brewing Company, LLC ("High Falls") for $27.2 million of which it
         actually received $24.2 million. The Corporation received $11 million
         of the sale price in the form of notes receivable from High Falls, of
         which only $8 million in cash was received and are more fully described
         in Note B.

         The Corporation sold a significant portion of its equipment lease
         portfolio in December 2000 and received $12.8 million in proceeds.

         The Corporation sold its Foods Division in October 2001 to Associated
         Brands, Inc. ("ABI") for $24.4 million.

         On May 31, 2002, the Corporation sold its ten-percent interest in an
         office building located in Rochester, New York and a related note
         receivable from the building owner for $2.4 million in cash.

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

         On May 24, 2004, the Corporation sold the remaining High Falls debt for
         $1,000,000 (see Note B.) The Corporation has completed the liquidation
         phase of its plan of liquidation and dissolution.

NOTE (B) Liquidation Basis of Accounting

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



<PAGE>



                                                                Page 5 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)

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


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

         Following are assumptions utilized by management in assessing the fair
         value of assets and the expected settlement values of liabilities
         included in the Statement of Net Assets in Liquidation as of October
         30, 2004.

         Cash and cash equivalents and restricted cash - Presented at face
         value. The Corporation considers all highly liquid investments with
         original maturities of three months or less to be cash equivalents. The
         Corporation maintains balances in various operating and money market
         accounts in excess of federally insured limits. At October 30, 2004,
         substantially all cash balances were in excess of federally insured
         limits. The Corporation adopted a Contingent Liability Reserve Policy
         whereby the Corporation will maintain a cash contingency reserve for
         unexpected expenses of the Corporation. The amount of the reserve may
         be modified in the future as deemed necessary. The balance of this
         reserve is $1.6 million, or approximately $1.00 per outstanding share
         at October 30, 2004; however, it is not classified as restricted or as
         a liability in the accompanying Statement of Net Assets in Liquidation.




<PAGE>


                                                                Page 6 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)

         Notes receivable - Stated at fair value, which has been discounted from
         face value as described below. As partial consideration for the sale of
         its brewing business in December 2000, the Corporation received $11
         million in notes receivable from High Falls ($6.5 million in two bridge
         notes and $4.5 million in a subordinated note.) On July 30, 2002 the
         Corporation received $5.9 million in satisfaction of the remaining
         principal balance due on the two bridge notes with original face
         amounts of $3.5 million and $3 million. This prepayment was in
         accordance with the terms of the notes, which required prepayment at
         such time as the buyer received proceeds from government backed loans.
         The Corporation received $500,000 in principal on the subordinated note
         (the "High Falls Note") in December 2001 leaving a $4 million balance
         due.

         On May 25, 2004 the Corporation sold the High Falls Note to a third
         party for $1,000,000. The High Falls Note had been in default since
         December 2002. In accordance with liquidation basis accounting the High
         Falls Note had been previously valued based on the fair market value of
         publicly-traded debt instruments of similar quality. With the May sale
         of the High Falls Note, the Corporation's May 1, 2004 Statement of Net
         Assets in Liquidation, included in the Corporation's Annual Report on
         Form 10-K, reported the value of the High Falls Note at $1,000,000. In
         recognition of previously missed interest payments to the Corporation,
         High Falls has agreed to pay the Corporation $100,000 if, prior to
         April 30, 2006, certain conditions are satisfied and High Falls' senior
         creditors consent to the payment.

         A party to the December 2000 brewery sale claimed that the Corporation
         had received approximately $120,000 in interest payments from High
         Falls, which should have been paid to it, as a creditor of High Falls
         that is senior to the Corporation. High Falls paid this creditor the
         $120,000 on July 30, 2004 and this claim is resolved.

         The sale of the High Falls Note, with the exception of the possible
         receipt of $100,000 mentioned above, completed the financial matters
         related to the sale of the Corporation's brewing business.

         Estimated income tax receivable/payable - Based on management's
         estimate. Amount reflects the impact on cash flow under an orderly
         liquidation scenario. It includes adjustments for estimates of future
         expenditures, the utilization of tax credits, and carryforwards and
         carrybacks.

         Certain amounts included in the estimated income tax receivable are
         subject to audit by both state and federal taxing authorities, most
         notably as it relates to the fiscal years ended May 3, 2003 and May 1,
         2004. The Corporation requested, and has settled, accelerated audits
         from the federal taxing authorities for the tax years ending April 27,
         2002, April 28, 2001, and April 29, 2000. State audits have also been
         resolved through the fiscal year ended April 27, 2002.



<PAGE>


                                                                Page 7 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)

         As tax returns are filed utilizing management's interpretation of
         applicable rules, the actual tax liability or refund determined after a
         tax audit can be different from amounts initially claimed when filing
         tax returns. Based upon all known facts, management has made an
         estimation of the range of probable outcomes after all tax returns have
         been filed through the fiscal year end May 1, 2004 and reviewed by the
         taxing authorities. The estimated income tax receivable of $193,000
         recorded on the accompanying Statement of Net Assets in Liquidation is
         management's estimate of the most probable point within the range. Such
         estimates are often updated as additional information becomes
         available.

         The Corporation may incur additional professional fees as a result of
         any additional income tax audits.

         Other assets - Valued based on management estimates. At October 30,
         2004 the $359,000 balance is primarily comprised of prepaid insurance,
         a deposit with the Corporation's third party administrator for its
         self-insured workers compensation claims, and a note receivable from a
         former customer of the Genesee Brewing Company, Inc., that the
         Corporation retained after the sale of its brewing business to High
         Falls.

         Accrued compensation, accrued expenses, and other liabilities - Based
         on management's estimate. These are the estimated costs to complete the
         Corporation's Plan of Liquidation and Dissolution, and represents the
         estimated cash costs of operating the Corporation through its expected
         termination. These costs, which include personnel, facilities,
         professional fees, and other related costs, are estimated based on
         various assumptions regarding the number of employees, the use of
         outside professionals (including attorneys and accountants) and other
         costs. Given that there is inherent uncertainty in the estimation
         process, actual results could be materially different.

         The table below details these costs by category as of May 1, 2004 and
         October 30, 2004 and the expenditures and management adjustments that
         occurred during the first half of fiscal 2005.


<TABLE>
<CAPTION>
     --------------------------------------------------------------------------------------------------------
                                               Six Months Ended    Six Months Ended
     Category                May 1, 2004       October 30, 2004    October 30, 2004       October 30, 2004
                             Balance           Expenditures        Adjustments            Balance
     --------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>                 <C>                     <C>
     --------------------------------------------------------------------------------------------------------
     Office expenses,
     including rent          $   8,000             (11,000)              5,000                   2,000
     --------------------------------------------------------------------------------------------------------
     Insurance expense          24,000             (30,000)             20,000                  14,000
     --------------------------------------------------------------------------------------------------------
     Professional fees         275,000            (184,000)             80,000                 171,000
     --------------------------------------------------------------------------------------------------------

     Other                      82,000              (7,000)             (5,000)                 70,000
     --------------------------------------------------------------------------------------------------------

     --------------------------------------------------------------------------------------------------------
     Totals                  $ 389,000          $ (232,000)          $ 100,000               $ 257,000
     --------------------------------------------------------------------------------------------------------

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

         The $100,000 net adjustment recorded during the first quarter of fiscal
         2005 is primarily related to an anticipated increase in workers
         compensation related legal costs and accounting costs during the
         Corporation's wind up period.



<PAGE>

                                                                Page 8 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements

NOTE (B) Liquidation Basis of Accounting (continued)

         Accrued self-insured workers compensation - Based on management's
         estimate. The Corporation's brewing and foods businesses were
         self-insured for workers compensation claims and the Corporation
         retained this liability after those businesses were sold. In connection
         with this liability, the Corporation is required by the New York
         Workers Compensation Board (the "Compensation Board") to maintain a
         $2.4 million standby letter of credit as financial assurance, which has
         been renewed through August 2005. The issuing bank required the
         Corporation to collateralize the letter of credit by maintaining a cash
         balance of $2.4 million in a money-market account with the bank. As of
         October 30, 2004 there were 30 open workers compensation claims.

         The Corporation is investigating potential alternatives to obtain a
         substitute for the self-insured workers compensation financial
         assurance amount that would allow it to accelerate the resolution of
         this liability. The Corporation could incur additional costs to settle
         this workers compensation liability.

         Contingent liabilities - As with any operating business, the
         Corporation may have potential contingent liabilities in addition to
         the liabilities recorded in the accompanying consolidated financial
         statements. Because no claims for contingent liabilities have been made
         or threatened, no amount has been recorded for such liabilities in the
         accompanying consolidated financial statements.


NOTE (C) Financial Statement Presentation

         Liquidation Basis Financial Statements

         The Corporation's Statement of Net Assets in Liquidation as of October
         30, 2004 and Statement of Changes in Net Assets in Liquidation for the
         twenty-six week period ended October 30, 2004 and November 1, 2003
         presented herein are unaudited. The May 1, 2004 Statement of Net Assets
         has been audited. In the opinion of management, these financial
         statements reflect all adjustments which are necessary for a fair
         presentation of the results for the interim period presented.

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

         The accompanying financial statements have been prepared in accordance
         with GAAP and Securities and Exchange Commission (the "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 fiscal year ended May 1, 2004. 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) Class B Common Stock De-listing and Closing of Stock Books

         At the close of business on December 31, 2003 the Corporation's Class B
         Common Stock was de-listed from the Nasdaq National Market and the
         Corporation's stock books for its Class A and Class B Common Stock were
         closed. The Corporation expects to file a certificate of dissolution
         with the New York State Department of State in the future.


<PAGE>


                                                                Page 9 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


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

         This financial review should be read in conjunction with the
         accompanying consolidated financial statements and notes. Effective
         September 29, 2001 the Corporation adopted the liquidation basis of
         accounting which is described in detail in Note B to the accompanying
         consolidated financial statements. In the current and prior fiscal
         years the Corporation had no operations; therefore, there is no
         discussion of operations presented. See also Note D to the accompanying
         consolidated financial statements presented in this report that are
         incorporated herein by reference thereto.


         LIQUIDITY AND CAPITAL RESOURCES - OCTOBER 30, 2004

         Liquidating distributions have been paid to shareholders under the
         Corporation's plan of liquidation and dissolution as follows:

                                            AMOUNT             AMOUNT
                 DATE PAID                DISTRIBUTED        PER SHARE
                 ---------                -----------        ---------
              March 1, 2001               $12,557,000            $7.50
              November 1, 2001             21,763,000            13.00
              May 17, 2002                  8,370,000             5.00
              August 26, 2002               8,370,000             5.00
              October 11, 2002              5,023,000             3.00
              March 17, 2003                4,185,000             2.50
              April 28, 2003                2,511,000             1.50
              June 18, 2004                 2,511,000             1.50
                                          -----------             ----
                         TOTAL            $65,290,000           $39.00
                                          ===========           ======


         Subject to amounts that the Corporation may hold to discharge
         obligations and potential contingent liabilities (see Contingent
         Liability Reserve Policy described below), the Corporation expects to
         pay additional liquidating distributions as the Corporation is allowed
         to reduce the financial assurance for its self-insured workers
         compensation liability described below and reduces the amount of the
         Contingent Liability Reserve described below. The length of time that
         will be required to wind-up the Corporation's affairs is uncertain and
         will impact the value of the Corporation's net assets in liquidation
         due to the ongoing expense of operating the Corporation. The
         Corporation has estimated the present value of those costs at $257,000
         and this amount has been recorded on the accrued expenses and other
         liabilities line in the accompanying Statement of Net Assets in
         Liquidation.




<PAGE>

                                                                Page 10 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES





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

         LIQUIDITY AND CAPITAL RESOURCES - OCTOBER 30, 2004 (continued)

         Since it is unknown how long it will be before a final liquidating
         distribution is paid to shareholders, the present value of the net
         assets in liquidation per outstanding share could be less or more than
         is reported in the accompanying Statement of Net Assets in Liquidation
         and the ultimate distributions to shareholders may differ materially
         from the Corporation's current estimate.

         The Corporation's unrestricted and restricted cash and cash equivalents
         are invested in commercial bank money market funds to earn a market
         rate of return on those funds and give the Corporation the security and
         flexibility required as it completes the liquidation and dissolution
         process. These funds are currently yielding approximately 1.6% per
         annum. The Corporation adopted a Contingent Liability Reserve Policy
         whereby the Corporation maintains a cash contingency for unexpected
         expenses of the Corporation. The amount of the reserve may be modified
         in the future as deemed necessary. The balance of this reserve was $2.5
         million, or approximately $1.50 per share, at May 1, 2004; however,
         after the sale of the High Falls Note on May 25, 2004, it was further
         reduced to $1.6 million, or approximately $1.00 per share. This reserve
         remains at $1.6 million at October 30, 2004 and is not classified as
         restricted or as a liability in the accompanying Statement of Net
         Assets in Liquidation.


         Restricted cash represents cash that the Corporation is temporarily
         unable to access. At October 30, 2004, restricted cash in the amount of
         $2.4 million is being held in a money-market account with a commercial
         bank as collateral required for a standby letter of credit issued by
         the bank to provide statutorily required financial assurance for the
         Corporation's self-insured workers compensation liability. The
         Corporation is required by the New York Workers Compensation Board (the
         "Compensation Board") to maintain the standby letter of credit, which
         is in effect through August 2005. It is management's current
         expectation that the Compensation Board will require the Corporation to
         maintain some amount of financial assurance for the actuarially
         determined duration of the self-insured workers compensation liability,
         which is currently estimated to be twenty to twenty-five years, and any
         such amount will not be available for distribution to shareholders
         until the Corporation is relieved of its financial assurance
         obligation. The Corporation is investigating potential alternatives to
         obtain a substitute for the self-insured workers compensation financial
         assurance amount which would allow it to accelerate the resolution of
         the self-insured workers compensation liability. The Corporation could
         incur additional costs to settle this workers compensation liability.

         During the first quarter of fiscal 2005, the Corporation received
         $1,000,000 in proceeds from the sale of the High Falls Note. See Note B
         to the accompanying consolidated financial statements.

         During the second quarter and first quarter of fiscal 2005, the
         Corporation received $319,000 and 3,000, respectively, in expected
         income tax refunds from federal and state taxing authorities. As a
         result, the estimated net income tax receivable line item decreased by
         $322,000 from its May 1, 2004 balance.

         The accrued expenses and other liabilities line item decreased during
         the second quarter of fiscal 2005 as a result of the occurrence of
         anticipated expenditures.

         See also Note D to the accompanying consolidated financial statements,
         which is incorporated herein by reference thereto, which explains the
         Corporation's Class B Common Stock de-listing and closing of the
         Corporation's stock books.






<PAGE>


                                                                Page 11 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


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
         estimates of the net assets of the Corporation in liquidation,
         statements about the amount and timing of the payment of additional
         liquidating distributions and statements about the Corporation's
         operating costs through final dissolution, including the additional
         wind-up costs, which will vary with the length of time it operates. The
         cautionary statements regarding estimates of net assets in liquidation
         set forth in Note B to the accompanying consolidated financial
         statements that accompany this report are incorporated herein by
         reference. The forward-looking statements in this report are subject to
         a number of other significant risks and uncertainties, and there can be
         no assurance that the expectations reflected in those statements will
         be realized or achieved. Such risks and uncertainties include, without
         limitation, possible contingent liabilities and post-closing
         indemnification and other obligations arising from the sale of the
         Corporation's operating businesses and other assets; the risk that
         federal, state or local taxing authorities will audit the tax returns
         filed by the Corporation that report the sale of its brewing, foods and
         equipment leasing businesses and other assets resulting in additional
         taxes being assessed against the Corporation; the risk that income,
         sales, use and other tax returns filed by the Corporation prior to the
         divestiture of its brewing, foods and equipment leasing businesses
         might be audited by federal, state or local taxing authorities
         resulting in additional taxes being assessed against the Corporation;
         the risk that the Corporation may not be able to realize its current
         estimate of the net value of its assets; the risk that the Corporation
         may have underestimated the settlement expense of its obligations and
         liabilities, including without limitation, its estimates of
         self-insured workers compensation liability, accrued compensation, and
         tax liabilities; risks associated with the liquidation and dissolution
         of the Corporation, including without limitation, settlement of the
         Corporation's liabilities and obligations, costs, including
         professional fees, incurred in connection with carrying out the Plan of
         Liquidation and Dissolution and additional run-out expenses, discharge
         of contingent liabilities, and the winding up and dissolution of the
         Corporation.

Item 4.  Controls and Procedures

         The management of the Corporation is responsible for establishing and
         maintaining effective disclosure controls and procedures, as defined
         under Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934.
         As of October 30, 2004, an evaluation was performed under the
         supervision and with the participation of management, including the
         Chief Executive Officer and Chief Financial Officer, of the
         effectiveness of the design and operation of the Corporation's
         disclosure controls and procedures. Based on that evaluation,
         management concluded that the Corporation's disclosure controls and
         procedures as of October 30, 2004 were effective in ensuring that
         information required to be disclosed in this Quarterly Report on Form
         10-Q was recorded, processed, summarized, and reported within the time
         period required by the United States Securities and Exchange
         Commission's rules and forms.

         There has been no change in the Corporation's internal control over
         financial reporting that occurred during the most recent fiscal quarter
         that has materially affected, or is reasonably likely to affect, the
         Corporation's internal control over financial reporting.


<PAGE>



                                                                Page 12 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES



PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.

         The Corporation did not hold an annual meeting of its Class A
         Shareholders this year. On October 22, 2004, by written consent of the
         holders of a majority of the Corporation's Class A Common Stock,
         Stephen B. Ashley was re-elected the sole director of the Corporation.
         No proxies were solicited.


Item 6.  Exhibits.

         See Exhibit Index at Page 13 of this report.




                                   SIGNATURES

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


                                            GENESEE CORPORATION


Date:   12/3/04                             /s/ Steven M. Morse
       ------------                         ----------------------------------
                                            Steven M. Morse
                                            President, Treasurer, and Secretary




<PAGE>



                                                                Page 13 of 16


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


                                  EXHIBIT INDEX

Exhibit
Number                            Exhibit                               Page No.
-------    --------------------------------------------------------     --------

31.1       Officer Certifications as required by Section 302 of the
           Sarbanes-Oxley Act of 2002.                                     14

31.2       Officer Certifications as required by Section 302 of the
           Sarbanes-Oxley Act of 2002.                                     15

32         Officers Certifications as required by Section 906 of the
           Sarbanes-Oxley Act of 2002.                                     16