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    AUGUST 2, 1997

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934

For the transition period from       to

                        Commission File Number 0 - 1653

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

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

 445 St. Paul Street, Rochester, New York                         14605
 (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code   (716)546-1030

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


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

                                            Number of Shares
                Class                          Outstanding


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


      Class B Common Stock (non-voting),      1,408,194
        par value $.50 per share


<PAGE>
                      GENESEE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                         August 2, 1997 and May 3, 1997

<TABLE>
<S>                                                                               <C>                     <C>   
                                                                                  UNAUDITED               AUDITED
(Dollars in Thousands)                                                            August 2, 1997          May 3, 1997

ASSETS
     Current assets:
         Cash and cash equivalents                                               $    964                  4,521
         Marketable securities available for sale                                  20,396                 32,627
         Trade accounts receivable, less allowance for doubtful receivables
             of $414 at August 2, 1997; $408 at May 3, 1997                        12,953                 11,037
         Inventories, at lower of cost (first-in, first-out) or market             15,940                 13,957
         Deferred income tax assets                                                   760                    760
         Other current assets                                                       1,963                  1,219
                                                                
            Total current assets                                                   52,976                 64,121

     Net property, plant and equipment                                             35,094                 32,986
     Investment in and notes receivable from unconsolidated real estate 
       partnerships                                                                 4,961                  4,949
     Investments in direct financing and leveraged leases                          32,716                 32,144
     Goodwill                                                                       9,500                    -
     Other assets                                                                   3,923                  2,729
                                                                
             Total assets                                                         139,170                136,929
                                                                

LIABILITIES AND SHAREHOLDERS' EQUITY
     Current liabilities:
         Accounts payable                                                           9,944                  9,611
         Income taxes payable                                                       1,361                    932
         Federal and state beer taxes payable                                       2,060                  2,029
         Accrued expenses and other                                                 5,399                  6,395
                                                                
             Total current liabilities                                             18,764                 18,967

     Deferred income tax liabilities                                                9,114                  8,789
     Accrued postretirement benefits                                               15,515                 15,515
     Mortgage payable                                                                 552                    -
     Other liabilities                                                                344                    413
                                                                
             Total liabilities                                                     44,289                 43,684

     Minority interests in consolidated subsidiaries                                1,860                  1,690
     Shareholders' equity:
         Common stock Class A                                                         105                    105
         Common stock Class B                                                         753                    753
         Additional paid-in capital                                                 5,842                  5,834
         Retained earnings                                                         88,571                 87,720
         Unrealized gain on marketable securities, net of income tax                1,225                    648
         Less treasury stock, at cost                                               3,475                  3,505
                                                                
                                                                
             Total shareholders' equity                                            93,021                 91,555
                                                                

             Total liabilities and shareholders' equity                         $ 139,170                136,929
                                                                
</TABLE>

         See accompanying notes to consolidated financial statements.
<PAGE>                                                            
                GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                             CONSOLIDATED STATEMENTS
                        OF EARNINGS AND RETAINED EARNINGS
              Thirteen Weeks Ended August 2, 1997 and July 27, 1996
<TABLE>
<S>                                                           <C>                  <C>

(Dollars in Thousands,
Except Per Share Data)                                                 UNAUDITED
                                                              1997                 1996

Revenues                                                     $53,052              51,569

         Federal and state beer taxes                         10,107              11,225
                                        

Net revenues                                                  42,945              40,344

          Cost of sales                                       32,082              29,695
                                         

Gross profit                                                  10,863              10,649

           Selling, general and administrative expenses        9,218               8,950
                                         

Operating income                                               1,645               1,699

          Investment income                                      834                 604
          Other income / (expense), net                          (31)                 60
          Interest of minority partners in earnings of
              consolidated subsidiaries                         (189)               (188)
                                         

Earnings before income taxes                                   2,259               2,175

         Income taxes                                            842                 783
                                         

Net earnings - $.88 per share in 1997
                       and $.86 in 1996                        1,417               1,392

Retained earnings at beginning of period                      87,720              87,285

         Less: dividends - $.35 per share in 1997
                  and $.35 per share in 1996                     566                 565
                                       

Retained earnings at end of period                           $88,571              88,112
                                        
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>


                      GENESEE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              Thirteen Weeks Ended August 2, 1997 and July 27, 1996
<TABLE>
<S>                                                            <C>             <C>  
                                                                    UNAUDITED
(Dollars in thousands)                                         1997            1996

Cash flows from operating activities:
    Net earnings                                            $ 1,417           1,392
    Adjustments to reconcile net income to net cash
      (used in) provided by operating activities:
        Depreciation and amortization                         1,399           1,244
        Other                                                   211             230
    Changes in non-cash assets and liabilities:
        Trade accounts receivable                            (1,621)           (515)
        Inventories                                          (1,603)         (1,103)
        Other assets                                           (669)           (160)
        Accounts payable                                        198             139
        Accrued expenses and other                           (2,041)            765
        Income taxes payable                                    428             843
        Federal and state beer taxes                             31            (290)
        Accrued postretirement benefits                          -               67
        Other liabilities                                       (69)            (23)
              
        Net cash (used in) provided by operating activities  (2,319)          2,589
              

Cash flows from investing activities:
    Purchase of Freedom Foods, net of cash acquired         (11,060)             -
    Capital expenditures                                     (2,173)         (1,580)
    Sales of marketable securities                           21,456           4,220
    Purchases of marketable securities                       (8,324)         (2,988)
    Investments in and advances to unconsolidated real
       estate investments, net of distributions                 (11)             (3)
    Net investment in direct financing and leveraged lease     (572)             68
    Withdrawals by minority interest                            (19)           (107)
              
         Net cash used in investing activities                 (703)           (390)
             

Cash flows from financing activities:
    Principle payments on mortgage payable                       (4)              0
    Payment of dividends                                       (566)           (565)
    Net proceeds from  treasury stock transactions               35              40
              
              Net cash used in financing activities            (535)           (525)
              

Net (decrease) increase in cash and cash equivalents         (3,557)          1,674

Cash and cash equivalents at beginning of the year            4,521           2,560

        
        Cash and cash equivalents at end of the period        $ 964           4,234
        
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>

                               GENESEE CORPORATION


Notes to Consolidated Financial Statements


     NOTE  (A) The  Corporation's  consolidated  financial  statements  enclosed
herein are unaudited with the exception of the Consolidated Balance Sheet at May
3, 1997 and,  because of the  seasonal  nature of the  business  and the varying
schedule  of its  special  sales  efforts,  these  results  are not  necessarily
indicative  of the results to be expected for the entire year. In the opinion of
management, the interim financial statements reflect all adjustments, consisting
of only normal  recurring  items which are necessary for a fair  presentation of
the results for the periods  presented.  The accompanying  financial  statements
have been  prepared in  accordance  with GAAP and SEC  guidelines  applicable to
interim   financial   information.   These  statements  should  be  reviewed  in
conjunction with the financial  statements presented in the Corporation's Annual
Report to shareholders for the year ended May 3, 1997.

     NOTE  (B)  The  weighted  average  number  of  Class A and  Class B  shares
outstanding  used in the  computation of net earnings per share is 1,618,079 for
the thirteen  week period ended  August 2, 1997 and  1,616,709  for the thirteen
week period ended July 27, 1996.

NOTE (C) Inventories are summarized as follows:
<TABLE>
<S>        <C>                                                  <C>               <C>    
                                                                 Dollars in thousands
                                                              August 2, 1997     May 3, 1997

           Finished goods                                      $   5,274      $   5,250
           Goods in process                                        2,141          2,301
           Raw materials, containers and packaging supplies        8,525          6,406
                Total inventories                              $  15,940       $ 13,957
</TABLE>

     NOTE (D) In February 1997, the Financial  Accounting  Standard Board (FASB)
issued  Statement  No.  128,  Earnings  per Share  (SFAS  128),  which  requires
presentation of earnings per share by all entities that have issued common stock
or potential common stock if those securities trade in a public market. SFAS No.
128 requires  basic and diluted  earnings per share be presented for all periods
for which a statement of earnings is presented.  The  Corporation is required to
adopt SFAS No. 128 in the third quarter of fiscal 1998.  The pro forma effect of
SFAS 128 would result in basic  earnings per share of $.88 and $.86 in the first
quarter of fiscal 1998 and 1997, respectively.  The pro forma effect of SFAS 128
would result in diluted earnings per share of $.87 and $.86 in the first quarter
of fiscal 1998 and 1997, respectively.


<PAGE>
                               GENESEE CORPORATION


Notes to Consolidated Financial Statements (continued)


     NOTE (E) On May 15, 1997, the Corporation  acquired all of the common stock
of Freedom Foods,  Inc., a food company  located in Odessa,  Florida,  for $11.3
million. For the year ended December 31, 1996, Freedom Foods reported $6 million
in sales from the  manufacture  and sale of  private  label  bouillon  cubes and
powder.  Freedom  Foods  sells to many of the same  supermarket  chains  already
buying private label soup, side dish, and drink mix products from Ontario Foods.
The   Corporation   recently   completed  the   relocation  of  Freedom   Foods'
manufacturing  and sales  operations to Ontario Foods'  facility in Albion,  New
York. The  acquisition  was financed  internally and was accounted for using the
purchase method.


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


Comparison of 13 weeks ended August 2, 1997 to 13 weeks ended July 27, 1996


      Consolidated net revenues for the thirteen weeks ended August 2, 1997 were
$42.9 million,  an increase of $2.6 million over the  consolidated  net revenues
reported for the same period last year.  The higher  revenues were the result of
higher  private  label sales at Ontario  Foods and  contract  brewing  volume at
Genesee Brewing Company.  In addition,  the Corporation's net revenues were also
favorably  impacted by the  acquisition of Freedom Foods,  Inc. on May 15, 1997.
Freedom Foods produces  private label  bouillon  cubes and powder.  For the year
ended  December 31, 1996,  Freedom  Foods  reported  annual sales of $6 million,
selling to many of the same  supermarket  chains  currently buying private label
soup, side dish, and drink mix products from Ontario Foods.

      On a consolidated basis, the Corporation reported operating income of $1.6
million for the first  quarter this year  compared to  operating  income of $1.7
million for the same period last year.

      Earnings  before  income taxes were up $84,000 due in part to the $468,000
of capital gains realized when the  Corporation  sold  marketable  securities in
order to finance the acquisition of Freedom Foods.

      The Corporation  reported  consolidated  net earnings of $1.4 million,  or
$.88 per share, in the first quarter this year, compared to net earnings of $1.4
million,  or $.86 per share, for the same period last year. The effective income
tax rate for the first quarter of fiscal 1998 was 37.3%,  an increase from 36.0%
in the  first  quarter  of fiscal  1997,  due to the  effect  of  non-deductible
goodwill amortization resulting from the acquisition of Freedom Foods, Inc.



<PAGE>
                              GENESEE CORPORATION


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


Genesee Brewing Company

      Genesee  Brewing  Company's  net sales in the  first  quarter  were  $35.1
million,  an  increase of $315,000  from last  year's  first  quarter net sales.
Barrel sales for the first  quarter this year were up 3.2% over last year due to
higher  volume of  Genesee  Brewing  Company's  HighFalls  brands  and  contract
production for Boston Beer Company. HighFalls brands were up over 11,000 barrels
(or 10%) due to the Genesee Brewing  Company's plan of geographic  expansion and
to  continued  growth in the craft  segment of the beer  business.  Although the
craft  segment  continues to grow,  it is now growing at a slower pace than last
year due to the continued  proliferation of brands and the natural maturation of
the segment.

      Contract  brewing  volume  was up 29,000  barrels  (or 63%) over the first
quarter last year as the relationship with Boston Beer Company continued to grow
and develop. On April 30, 1997, the contract between Genesee Brewing Company and
Boston Beer Company was amended and extended through the year 2016. Either party
has the right to  terminate  the contract  without  cause after giving the other
party  advance  notice of its intent to  terminate.  The  required  notification
period runs from one to four years  depending on the volume of product  produced
under the contract in the twelve months  preceding the notice of  termination --
the greater the volume, the longer the required notification period.

      Partially  offsetting the growth of HighFalls and contract  volume was the
continued decline in the sales of Genesee Brewing  Company's core products.  The
Genesee and Koch's brands were down a combined 9% in the first quarter.

      Genesee Brewing Company's gross profit decreased $482,000 to $9.2 million,
or 26.2% of net sales,  in the first  quarter of fiscal  1998,  compared to $9.7
million,  or 27.8% of net  sales,  in the  first  quarter  of fiscal  1997.  The
decrease in  percentage  gross profit  margins was  primarily  the result of the
shift in sales mix towards lower-margin  contract business. In the first quarter
this year,  contract  volume  represented  13% of total barrel volume whereas it
represented 8% of total volume in the first quarter last year.

      Genesee Brewing Company's  selling,  general and  administrative  expenses
were up $324,000 in the first quarter of fiscal 1998 compared to the same period
last year.  This  increase is the result of the timing of planned  increases  in
selling and  marketing  expenditures  to support  the  geographic  expansion  of
HighFalls  distribution.  During the first  quarter this year,  Genesee  Brewing
Company expanded sales of its HighFalls products to Wisconsin and Louisiana.

      Due to the decline in core brand volume and the higher sales and marketing
expenses, first quarter operating income for Genesee Brewing Company declined to
$530,000, compared to operating income of $1.3 million in the first quarter last
year.
<PAGE>
                             GENESEE CORPORATION


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


Foods Division

      Net sales for the Foods Division were $7.1 million in the first quarter of
fiscal 1998, compared to $4.9 million for the first quarter last year. The sales
increase was attributable to continued growth in private label sales of iced tea
mix and side dish sales and an  increase  in  contract  manufacturing  revenues,
primarily  due a government  soup  contract.  In addition,  the  acquisition  of
Freedom Foods added $718,000 of bouillon sales in the first quarter.

      Operating  income  in the first  quarter  was up  $513,000  to a profit of
$368,000,  compared to a $145,000 operating loss in the first quarter last year.
Due to transaction  costs and other  expenses  incurred in moving Freedom Foods'
production  from  Florida  to New  York  and  the  seasonality  of its  bouillon
business,  Freedom  Foods  contributed  only  $29,000  to the  Foods  Division's
operating income.

Genesee Ventures

      Genesee  Ventures,  Inc.,  the  Corporation's  equipment  leasing and real
estate  investment  subsidiary,  reported  operating  income of $673,000 for the
first  quarter of fiscal  1998,  compared to $641,000  for the first  quarter of
fiscal 1997.  The higher  operating  income was  primarily due to an increase in
lease revenue.


LIQUIDITY AND CAPITAL RESOURCES

      Cash, cash equivalents, and marketable securities totaled $21.4 million at
August 2, 1997 and $37.1  million at May 3, 1997.  This  decrease in cash,  cash
equivalents  and marketable  securities was primarily due to the  acquisition of
Freedom Foods on May 15, 1997. The acquisition was financed internally,  through
the sale of  marketable  securities,  and was  accounted  for using the purchase
method.  The decline in cash, cash  equivalents,  and marketable  securities was
also the result of an inventory  build at Ontario  Foods due to increased  sales
and the Freedom Foods acquisition.

      Trade receivables at August 2, 1997 were approximately $1.9 million higher
than the balances  reported at May 3, 1997 due to the increased  sales volume in
the first quarter of fiscal 1998. Genesee Brewing Company's accounts  receivable
also increased from May 3, 1997 due to seasonality.

      Inventories at August 2, 1997 were  approximately $2.0 million higher than
the balances  reported at May 3, 1997 due to the  continued  growth of the Foods
Division.

      The increase in net plant, property and equipment was primarily due to the
addition of Freedom Foods assets.


<PAGE>
                               GENESEE CORPORATION


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


      During the first quarter of fiscal 1998, the  Corporation and its partners
in a Rochester,  New York office  building  engaged in  negotiations  with a new
lender  to  refinance  the  mortgage  on  the  building.  The  closing  on  this
refinancing  is currently  scheduled for September 25, 1997. In September  1996,
the mortgage on the building (in which the  Corporation has both a partner's and
creditor's  interest) was extended to September 31, 1997 by the existing lender.
As part of that  extension,  the  Corporation  agreed to extend its $2.5 million
limited  guarantee of the mortgage loan to September  31, 1997.  The building is
97%  occupied,  operating  on plan  and in  compliance  with all  covenants  and
obligations  contained  in the  mortgage  loan  agreement.  The  building has an
appraised  value in  excess  of the debt  against  it.  In  addition,  the other
partners in the project have provided the Corporation with additional collateral
to secure the Corporation's obligation under its guarantee to the lender.

      The  Corporation  has a strategy to search for and  develop  opportunities
which will contribute to the Corporation's  future growth. The Corporation plans
to  continue  to use its strong  financial  position  to further  diversify  its
business  in order to broaden its profit base and  contribute  to the  continued
long-term success of the Corporation.

      The Corporation  expects to fund future capital needs internally as it has
in the past. With respect to real estate and equipment leasing, such investments
may also include a debt component,  generally obtained on a non-recourse  basis.
The Corporation  also continues to seek  acquisition  opportunities in the foods
industry.  Any  such  acquisition  may  involve  new debt or the  assumption  of
existing debt.


<PAGE>

                               GENESEE CORPORATION


PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

      In September 1992,  Myrtha  Hernandez,  doing business as Upstate Returns,
commenced a lawsuit in U.S.  District Court for the Western District of New York
against Genesee Brewing Company and beer distributors and soft drink bottlers in
Rochester,  New York. The lawsuit alleged that Genesee Brewing Company conspired
with the other  defendants in violation of federal and state antitrust  statutes
to prohibit and  restrain the  plaintiff  from  entering the beverage  container
recycling  business.  The complaint sought  compensatory  damages of $1,000,000,
trebling  thereof  under  applicable  antitrust  statutes,  punitive  damages of
$15,000,000,  attorneys  fees,  costs and  disbursements.  On May 2,  1995,  the
District  Court  granted  Genesee  Brewing  Company's  motion and  dismissed all
claims.  The  plaintiff  appealed the  dismissal to the Second  Circuit Court of
Appeals, which affirmed the dismissal of all claims on March 18, 1997. The order
of dismissal was entered by the District Court on April 17, 1997 and the time to
file an appeal to the U. S. Supreme Court expired on July 16, 1997.


Item 6.      Exhibits and Reports on Form 8-K

    (a) No exhibits are being filed with this report.

    (b) The  Corporation did not file any reports on Form 8-K during the quarter
        for which this report is filed.



                                   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.



Date:    9/12/97                          / s /  Mark W. Leunig
                                            Mark W. Leunig
                                            Vice President, Secretary



Date:    9/12/97                          / s /  Edward J. Rompala
                                            Edward J. Rompala
                                            Vice President and Treasurer