Index to Exhibits at page 16



                                     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 28, 2000
                                                                          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), par
         value $.50 per share                                      209,885

         Class B Common Stock (non-voting),  par
         value $.50 per share                                    1,411,453


                                       1
<PAGE>


                               GENESEE CORPORATION
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets
                       October 28, 2000 and April 29, 2000
                 (Dollars in thousands, except per share data)
<TABLE>
<S>                                                                                  <C>                <C>

                                                                                   UNAUDITED          AUDITED
                                                                                October 28, 2000   April 29, 2000

Assets

      Current assets:
          Cash and cash equivalents                                                 $ 3,903           $ 7,649
          Marketable securities available for sale                                    8,480             8,029
          Trade accounts receivable, less allowance for doubtful receivables
              of $262 at October 28, 2000 and April 29, 2000                          3,941             2,776
          Inventories, at lower of cost (first-in, first-out) or market              11,200             9,197
          Deferred income tax assets, current portion                                    83               113
          Other current assets                                                          117                61
------------------------------------------------------------------------------------------------------------------------------------
               Total current assets                                                  27,724            27,825

      Net property, plant and equipment                                              12,709            12,629
     Goodwill and other intangibles net of accumulated amortization of $3,741
          at October 28, 2000 and  $3,107 at April 29, 2000                          26,028            26,662
      Other assets                                                                    1,427             1,446
      Net assets held for disposal - noncurrent                                      24,601            27,209
------------------------------------------------------------------------------------------------------------------------------------
               Total assets                                                        $ 92,489          $ 95,771
----------------------------------------------------------------------------------=================-================
--------------------------------------------------------------------------------- =================-================

Liabilities and Shareholders' Equity

      Current liabilities:
          Notes payable, current portion                                             $ 300              $ 300
          Accounts payable                                                           1,688              1,454
          Income taxes payable                                                         198                 64
          Accrued compensation                                                         397                235
          Accrued expenses and other                                                 1,173              1,384
          Net liabilities held for disposal - current                                  685              2,127
------------------------------------------------------------------------------------------------------------------------------------
               Total current liabilities                                             4,441              5,564

      Notes payable, noncurrent portion                                              5,823              5,973
      Deferred income tax liabilities, noncurrent portion                              418                381
      Other liabilities                                                                 21                646
------------------------------------------------------------------------------------------------------------------------------------
               Total liabilities                                                    10,703             12,564
------------------------------------------------------------------------------------------------------------------------------------

 Shareholders' equity:
  Common stock:
  Class A common stock, voting, $.50 par value. Authorized 450,000 shares;             105                105
          209,885 shares issued and outstanding
  Class B common stock, non-voting, $.50 par value. Authorized 3,850,000 shares;       753                753
          1,506,876 shares issued
  Additional paid-in capital                                                         5,831              5,847
  Retained earnings                                                                 78,464             80,023
  Accumulated other comprehensive loss                                                   0               (120)
  Less: Class B treasury stock, at cost; 95,597 shares in October 2000 and          (3,367)            (3,401)
          96,564 shares in April 2000
------------------------------------------------------------------------------------------------------------------------------------
                Total shareholders' equity                                          81,786             83,207
------------------------------------------------------------------------------------------------------------------------------------
               Total liabilities and shareholders' equity                         $ 92,489           $ 95,771
---------------------------------------------------------------------------------=============-   ================
-------------------------------------------------------------------------------- =============-   ================
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       2
<PAGE>


                               GENESEE CORPORATION
                                AND SUBSIDIARIES
           Consolidated Statements of Earnings and Comprehensive Loss
           Thirteen Weeks Ended October 28, 2000 and October 30, 1999
                  (Dollars in thousands, except per share data)

<TABLE>
<S>                                                                                   <C>            <C>


                                                                                   UNAUDITED      UNAUDITED
                                                                                     2000           1999

Revenues                                                                          $ 12,869       $ 12,517
           Cost of goods sold                                                       10,861         10,757
---------------------------------------------------------------------------------------------------------------------------
Gross profit                                                                         2,008          1,760
           Selling, general and administrative expenses                              1,473          1,656
---------------------------------------------------------------------------------------------------------------------------
Operating income                                                                       535            104
          Investment income                                                            146            115
         Other income                                                                   81             19
          Interest expense                                                            (108)          (150)
---------------------------------------------------------------------------------------------------------------------------
                Earnings from continuing operations before income taxes                654             88

Income tax expense                                                                     499             73
---------------------------------------------------------------------------------------------------------------------------
                Earnings from continuing operations                                    155             15

Discontinued operations:
      Loss from operations of the discontinued segments
       (less applicable income tax benefit of $831and $1,327,respectively)          (1,303)        (1,487)

     Adjustment to the loss on disposal of Genesee Ventures, Inc.
      (less applicable net income tax expense of $89 in fiscal 2001)                   139              0
---------------------------------------------------------------------------------------------------------------------------
                    Net loss                                                        (1,009)        (1,472)

Other comprehensive income / (loss), net of income taxes:
        Unrealized holding gains / (losses) arising during the period                   51            (31)
---------------------------------------------------------------------------------------------------------------------------
        Comprehensive loss                                                          $ (958)      $ (1,503)
------------------------------------------------------------------------------  =============--==============---------------
------------------------------------------------------------------------------  =============--==============---------------

Basic earnings per share from continuing operations                                  $ 0.10          $ 0.01
Basic loss per share from discontinued operations                                   $ (0.80)        $ (0.92)
Basic gain per share from disposal of Genesee Ventures, Inc.                         $ 0.09             $ -
---------------------------------------------------------------------------------------------------------------------------
            Basic loss per share                                                    $ (0.61)        $ (0.91)
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------

Diluted earnings per share from continuing operations                                $ 0.10          $ 0.01
Diluted loss per share from discontinued operations                                 $ (0.80)        $ (0.92)
Diluted gain per share from disposal of Genesee Ventures, Inc.                       $ 0.09             $ -
---------------------------------------------------------------------------------------------------------------------------
           Diluted loss per share                                                   $ (0.61)        $ (0.91)
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------

Weighted average common shares outstanding                                        1,621,164       1,620,197
Weighted average and common equivalent shares                                     1,621,164       1,620,197

</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>



                               GENESEE CORPORATION
                                AND SUBSIDIARIES

           Consolidated Statements of Earnings and Comprehensive Loss
          Twenty Six Weeks Ended October 28, 2000 and October 30, 1999
                  (Dollars in thousands, except per share data)

<TABLE>
<S>                                                                                 <C>            <C>
                                                                                  UNAUDITED      UNAUDITED
                                                                                    2000            1999

Revenues                                                                         $ 23,943         $ 23,002
           Cost of goods sold                                                      21,525           20,400
----------------------------------------------------------------------------------------------------------------------------
Gross profit                                                                        2,418            2,602
           Selling, general and administrative expenses                             2,878            3,273
----------------------------------------------------------------------------------------------------------------------------
Operating loss                                                                       (460)            (671)

          Investment income                                                           298              276
         Other income                                                                 326               48
          Interest expense                                                           (216)            (292)
----------------------------------------------------------------------------------------------------------------------------
                 Loss from continuing operations before income taxes                  (52)            (639)

Income tax expense (benefit)                                                          323             (210)
----------------------------------------------------------------------------------------------------------------------------
                 Loss from continuing operations                                     (375)            (429)
-
Discontinued operations:
      Loss from operations of the discontinued segments
       (less applicable income tax benefit of $563 and $595, respectively)           (881)            (517)

     Adjustment to the loss on disposal of Genesee Ventures, Inc.
      (less applicable net income tax expense of $168 in fiscal 2001)                 264                0
----------------------------------------------------------------------------------------------------------------------------
                    Net loss                                                         (992)            (946)

Other comprehensive income / (loss), net of income taxes:
        Unrealized holding gains / (losses) arising during the period                 120             (161)
----------------------------------------------------------------------------------------------------------------------------
        Comprehensive loss                                                         $ (872)        $ (1,107)
-------------------------------------------------------------------------------==============-===============---------------
-------------------------------------------------------------------------------==============-===============---------------

Basic loss per share from continuing operations                                      $ (0.23)        $ (0.26)
Basic loss per share from discontinued operations                                    $ (0.54)        $ (0.32)
Basic gain per share from disposal of Genesee Ventures, Inc.                          $ 0.16             $ -
----------------------------------------------------------------------------------------------------------------------------
            Basic loss per share                                                     $ (0.61)        $ (0.58)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------

Diluted earnings (loss) per share from continuing operations                         $ (0.23)        $ (0.26)
Diluted loss per share from discontinued operations                                  $ (0.54)        $ (0.32)
Diluted gain per share from disposal of the Foods Division                            $ 0.16             $ -
----------------------------------------------------------------------------------------------------------------------------
           Diluted loss per share                                                    $ (0.61)        $ (0.58)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------

Weighted average common shares outstanding                                         1,620,904       1,618,909
Weighted average and common equivalent shares                                      1,620,904       1,618,909
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>



                               GENESEE CORPORATION
                                AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
          Twenty Six Weeks Ended October 28, 2000 and October 30, 1999
                             (Dollars in thousands)
<TABLE>
<S>                                                                                   <C>            <C>

                                                                                  UNAUDITED      UNAUDITED
                                                                                     2000           1999

Cash flows from operating activities:
    Net loss from continuing operations                                          $ (375)          $ (429)
    Adjustments to reconcile net loss to net
      cash (used in) provided by operating activities:
           Net loss on sale of marketable securities                                 10               23
           Depreciation and amortization                                          1,520            1,325
           Other                                                                     35               36
    Changes in non-cash assets and liabilities:
           Trade accounts receivable                                             (1,165)          (1,383)
           Inventories                                                           (2,003)           1,798
           Other assets                                                             599              (43)
           Accounts payable                                                         234            1,438
           Accrued expenses and other                                              (142)            (879)
           Income taxes payable                                                     134           (1,696)
           Other liabilities                                                       (625)               0
------------------------------------------------------------------------------------------------------------------------------------
           Net cash (used in) provided by continuing operating activities        (1,778)             190
           Net cash (used in) provided by discontinued operations                (1,347)             375
------------------------------------------------------------------------------------------------------------------------------------
                    Net cash (used in) provided by operating activities          (3,125)             565
------------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Capital expenditures, net                                                       (560)         (2,626)
    Proceeds from sale of marketable securities                                     408           2,413
    Purchases of marketable securities and other investments                       (654)         (2,262)
------------------------------------------------------------------------------------------------------------------------------------
                    Net cash used in continuing investing activities               (806)         (2,475)
           Net cash provided by discontinued operations                             902           1,068
------------------------------------------------------------------------------------------------------------------------------------
                    Net cash provided by (used in) investing activities              96          (1,407)
------------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
    Proceeds from acquisition of debt                                                 0           1,700
    Principal payments on debt                                                     (150)            (40)
    Payment of dividends                                                           (567)         (1,134)
------------------------------------------------------------------------------------------------------------------------------------
                    Net cash (used in) provided by financing activities            (717)            526
------------------------------------------------------------------------------------------------------------------------------------

Net decrease in cash and cash equivalents                                        (3,746)           (316)

Cash and cash equivalents at beginning of the period                              7,649           5,836
------------------------------------------------------------------------------------------------------------------------------------
           Cash and cash equivalents at end of the period                       $ 3,903         $ 5,520
-----------=================================================================================-================--------------------
-----------=================================================================================-================--------------------
</TABLE>

See accompanying notes to consolidated financial statements.




                                       5
<PAGE>

                               GENESEE CORPORATION


Notes to Consolidated Financial Statements

NOTE (A)   Planned Divestiture of the Corporation's Operating Businesses

The  Corporation's  Board  of  Directors  has  authorized  the  sale  of all the
Corporation's  assets and on October 19, 2000,  the  Corporation's  shareholders
approved a plan to dissolve and liquidate the Corporation.  The Corporation will
be liquidated by selling or otherwise disposing of all the Corporation's  assets
and  winding  up  all of the  Corporation's  affairs.  The  proceeds  from  this
liquidation  will then be  distributed,  after paying or  providing  for all its
claims,  obligations and expenses, 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 the assets of the
brewing   business  for  $25.8  million  to  a  management   group  led  by  the
Corporation's  former President and Chief Executive Officer.  In August 2000 the
Corporation entered into a letter of intent to sell all of the outstanding stock
of Ontario Foods,  Inc., which represents the Corporation's  Foods Division,  to
Ralcorp Holdings, Inc. The letter of intent has now expired, but the Corporation
is continuing to have  discussions  with Ralcorp.  The  Corporation's  equipment
leasing  subsidiary  has  signed  a  Portfolio  Purchase  Agreement  to  sell  a
significant  portion of its lease  portfolio for $15.3  million,  generating net
proceeds to the Corporation of  approximately  $13 million.  This transaction is
expected to result in an estimated net loss of approximately $3.1 million, which
was recorded in the fourth quarter of fiscal 2000. The Corporation adjusted this
loss by  $264,000,  net of tax  expense  for fiscal  2001,  year to date,  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 generally accepted accounting principles, 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  income  and  in  the  consolidated
statements  of  cash  flows.  Continuing  operations  consist  of the  Corporate
segment,  which operates primarily as the Corporation's  treasury, and the Foods
Division.

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

                                            Thirteen weeks ended                              Twenty six  weeks ended
(Dollars in thousands)            October 28, 2000         October 30, 1999          October 28, 2000        October 30, 1999

Revenue                              $     25,737        $       29,938            $           55,624        $       66,961
Less Beer Taxes                            (4,751)               (5,820)                      (10,742)              (13,653)

Net Revenue                                20,986                24,118                        44,882                53,308
Cost of Goods Sold                        (16,346)              (18,424)                      (33,879)              (39,253)
Selling, General, and Admin.             (  6,557)               (8,308)                      (12,035)              (15,074)
Other Income  (Expense)                        11                  (200)                           20                   (93)

Loss from operations of  the
discontinued segments, net of tax
benefit                                    (1,303)              ( 1,487)                        (881)                  (517)

Adjustment to the Loss on Disposal of
Genesee Ventures, Inc., net of tax  $         139        $            0           $              264        $             0
expense

</TABLE>


                                       6
<PAGE>


                               GENESEE CORPORATION


Notes to Consolidated Financial Statements


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

The net assets of the  brewing,  equipment  leasing and real  estate  investment
businesses have been excluded from their respective captions and reported as net
(liabilities) assets held for disposal in the accompanying  consolidated balance
sheet at October 28, 2000. The net assets of the brewing,  equipment leasing and
real estate investment businesses at October 28, 2000 were as follows:

 (Dollars in thousands)

  Accounts receivable, net                                        $   4,764
  Inventory                                                           5,774
  Net deferred income tax asset, current portion                      1,008
  Other current assets                                                1,278
  Accounts payable                                                   (5,448)
  Federal and state beer taxes payable                               (1,065)
  Accrued compensation                                               (2,642)
  Accrued postretirement benefits, current portion                     (600)
  Accrued expenses and other                                         (3,754)
                                                              -----------------

      Net liabilities held for disposal - current                     ($685)
                                                              -----------------
                                                              -----------------

  Net property, plant and equipment                                $ 22,021
  Investment in and notes receivable from unconsolidated real
  estate partnerships                                                 5,218
  Investment in direct financing and leveraged leases                20,047
  Other assets                                                          966
  Net deferred income tax liability, noncurrent portion              (6,372)
  Accrued postretirement benefits, noncurrent portion               (14,476)
  Other liabilities                                                     (65)
  Minority interest                                                  (2,738)
                                                              -----------------

         Net assets held for disposal - noncurrent                 $ 24,601
                                                              -----------------
                                                              -----------------


                                       7
<PAGE>



                               GENESEE CORPORATION


Notes to Consolidated Financial Statements


NOTE (B)          The  Corporation's   consolidated   financial  statements
                  presented  herein  are  unaudited  with the  exception  of the
                  Consolidated  Balance Sheet at April 29, 2000 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 SEC  guidelines
                  applicable to interim financial information.  These statements
                  should be reviewed in  conjunction  with the annual  report on
                  Form  10-K  for the  year  ended  April  29,  2000.  It is the
                  Corporation's  policy to  reclassify  certain  amounts  in the
                  prior year consolidated  financial  statements to conform with
                  the current year presentation.

                  Certain  reclassifications  of the October 30, 1999  financial
                  statements have been made to reflect the Company's fiscal 2001
                  discontinued operations (as discussed in Note A above.)


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


 Dollars in thousands
                                                 October 30, 2000  April 29,2000
 Finished goods                                      $ 4,606        $   4,867
 Raw materials, containers and packaging
 supplies                                              6,594            4,330
                                                   -----------       ---------
 Total inventories                                  $ 11,200          $ 9,197
                                                   -----------       ---------
                                                   -----------       ---------


                                       8
<PAGE>


                               GENESEE CORPORATION


Notes to Consolidated Financial Statements


NOTE (D)          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.   The  corporate  segment  retains  the  Corporation's   investments  in
marketable  securities,  generating  investment  income  as well  as  supporting
corporate costs.

The Corporation has two business segments  included in discontinued  operations:
brewing and equipment  leasing and real estate.  The brewing segment,  which was
sold on December 15, 2000 (see Note A),  produced  beers and ales for  wholesale
and retail distribution throughout the United States, primarily in the northeast
region of the country.  The  equipment  leasing and real estate  segment  leases
construction,  transportation and other high-value equipment and machinery,  and
partners  with  experienced   real  estate   developers  to  invest  in  certain
properties.

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

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

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

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

<TABLE>
<S>                                            <C>            <C>           <C>               <C>

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

                                            Food                         Discontinued
For the thirteen week period ended:         Processing     Corporate     Operations       Consolidated
--------------------------------------------               -----------------------------------------------
----------------------------------------------------------------------------------------------------------
October 28, 2000
----------------------------------------------------------------------------------------------------------
Net revenues from external customers       $  12,869     $      -      $      -            $  12,869
Depreciation and amortization                    758            -             -                  758
Operating income (loss)                          685         (150)            -                  535
Investment income                                  -          146             -                  146
Earnings (loss) from continuing
   Operations before income taxes                658           (4)            -                  654
Identifiable assets                           55,464       12,424        24,601               92,489
Capital expenditures                             141            -             -                  141

----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
October 30, 1999
----------------------------------------------------------------------------------------------------------
Net revenues from external customers       $  12,517      $     -       $     -            $  12,517
Depreciation and amortization                    626            -             -                  626
Operating income (loss)                          279         (175)            -                  104
Investment income                                  -          115             -                  115
Income (loss) from continuing
   Operations before income taxes                194         (106)            -                   88
Identifiable assets                           54,729        2,474        81,589              138,792
Capital expenditures                             564            -             -                  564

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

</TABLE>


                                       9
<PAGE>


                               GENESEE CORPORATION


Notes to Consolidated Financial Statements

NOTE (D)          Segment Reporting (continued)


Financial information for the Corporation's reportable segments is as follows:
<TABLE>
<S>                                           <C>             <C>           <C>                <C>


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

                                            Food                         Discontinued
For the twenty six week period ended:       Processing     Corporate     Operations       Consolidated
--------------------------------------------               -----------------------------------------------
----------------------------------------------------------------------------------------------------------
October 28, 2000
----------------------------------------------------------------------------------------------------------
Net revenues from external customers       $  23,943     $     -    $         -             $  23,943
Depreciation and amortization                  1,520           -              -                 1,520
Operating loss                                  (210)       (250)             -                  (460)
Investment income                                  -         298              -                   298
(Loss)/earnings from continuing
   Operations before income taxes               (100)         48              -                   (52)
Identifiable assets                           55,464      12,424         24,601                92,489
Capital expenditures                             560           -              -                   560

----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
October 30, 1999
----------------------------------------------------------------------------------------------------------
Net revenues from external customers       $  23,002     $     -    $         -             $  23,002
Depreciation and amortization                  1,325           -              -                 1,325
Operating loss                                  (288)       (383)             -                  (671)
Investment income                                  -         276              -                   276
Loss from continuing
   Operations before income taxes               (436)       (203)             -                  (639)
Identifiable assets                           54,729       2,474         81,589               138,792
Capital expenditures                           2,626           -              -                 2,626

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




NOTE (E)          Supplemental Cash Flow Information

                  Cash  paid for  taxes  was $ 67,000  and $  1,034,000  for the
                  thirteen  week period  ended  October 28, 2000 and October 30,
                  1999, respectively; cash paid for interest was $ 108,000 and $
                  150,000 for the thirteen  week period  ended  October 28, 2000
                  and October 30, 1999, respectively.

                  Cash  paid for taxes was $  133,000  and $  1,485,000  for the
                  twenty six week period ended  October 28, 2000 and October 30,
                  1999, respectively; cash paid for interest was $ 216,000 and $
                  292,000 for the twenty six week period ended  October 28, 2000
                  and October 30, 1999, respectively.


                                       10
<PAGE>

                               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 fiscal 2001 and fiscal 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 October 28, 2000 to 13 weeks ended October 30, 1999

         On a consolidated basis, the Corporation reported operating income from
continuing operations of $535,000, which was an increase of $431,000 as compared
to the same period last year.

         On  a  consolidated  basis,  the  Corporation  reported  earnings  from
continuing operations of $155,000, or $.10 basic and diluted earnings per share,
in the second quarter this year, compared to earnings from continuing operations
of $15,000,  or $.01 basic and diluted  earnings per share,  for the same period
last year.

         The  Corporation  reported a net loss from  discontinued  operations of
$1.2 million, net of tax benefit of $742,000, or $.71 basic and diluted loss per
share  for the  second  quarter  of  fiscal  2001,  compared  to a net loss from
discontinued  operations of $1.5 million, net of tax benefit of $1.3 million, or
$.92 basic and diluted loss per share for the same period last year.


Comparison of 26 weeks ended October 28, 2000 to 26 weeks ended October 30, 1999

         On a consolidated  basis,  the  Corporation  reported an operating loss
from continuing operations of $460,000,  which was an improvement of $211,000 as
compared to the same period last year.

         On  a  consolidated  basis,  the  Corporation   reported  a  loss  from
continuing  operations of $375,000, or $.23 basic and diluted loss per share, in
the first half of this year,  compared to a loss from  continuing  operations of
$429,000,  or $.26 basic and  diluted  loss per share,  for the same period last
year.

         The  Corporation  reported a net loss from  discontinued  operations of
$617,000,  net of tax benefit of  $395,000,  or $.38 basic and diluted  loss per
share  for  the  first  half  of  fiscal  2001,  compared  to a  net  loss  from
discontinued  operations  of $517,000,  net of tax benefit of $595,000,  or $.32
basic and diluted loss per share for the same period last year.



                                       11
<PAGE>


                               GENESEE CORPORATION



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

RESULTS OF CONTINUING OPERATIONS

Comparison of 13 weeks ended October 28, 2000 to 13 weeks ended October 30, 1999

         Foods Division

         Net sales for the Corporation's  Foods Division  increased  $352,000 to
$12.9  million in the second  quarter this year as compared to $12.5 million for
the same period last year. The increase in net sales was primarily  attributable
to increased sales of a new drink mix product.

         Gross  profit  for the Foods  Division  increased  by $ 249,000 to $2.0
million in the second quarter this year as compared to $1.8 million for the same
period last year.

         Selling, general and administrative expenses decreased $158,000 to $1.3
million in the second  quarter of fiscal 2001  compared to $1.5  million for the
same period last year. This decrease is the result of a variety of reductions in
SG&A costs realized in the second quarter of fiscal 2001.

         The Foods  Division  had  operating  income of $685,000 in fiscal 2001,
which was $406,000 greater than the $279,000 operating income reported in fiscal
2000. Foods Division profitability in fiscal 2001 was positively impacted by the
reasons identified above.


Comparison of 26 weeks ended October 28, 2000 to 26 weeks ended October 30, 1999

         Foods Division

         Net sales for the Corporation's  Foods Division  increased  $941,000 to
$23.9  million in the first half of fiscal 2001 as compared to $23.0 million for
the same period last year. The increase in net sales was primarily  attributable
to increased sales of a new drink mix product.

         Gross  profit  for  the  Foods  Division  decreased  by  $185,000  when
comparing  the first half of fiscal 2001 and fiscal  2000.  Gross profit for the
first half of fiscal 2001 includes a $900,000 pre-tax charge for estimated costs
associated  with a product  quality  problem  involving  a new drink mix product
while the prior year gross profit reflects $1.1 million of costs associated with
transitioning production to the Medina, New York facility.

         Selling, general and administrative expenses decreased $261,000 to $2.6
million in the first half of fiscal 2001  compared to $2.9  million for the same
period last year. This decrease is the result of a variety of reductions in SG&A
costs realized in the first half of fiscal 2001.

         The Foods  Division had an  operating  loss of $210,000 in fiscal 2001,
which was $78,000 less than the $288,000 operating loss reported in fiscal 2000.


                                       12
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                               GENESEE CORPORATION

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

LIQUIDITY AND CAPITAL RESOURCES (from continuing operations)

         Cash and cash  equivalents  and marketable  securities in the aggregate
decreased  $3.3 million  from April 29, 2000 to October 28, 2000.  Cash and cash
equivalents  decreased  $3.7  million  from April 29, 2000 to October 28,  2000.
Marketable  securities  increased  $451,000  from April 29,  2000 to October 28,
2000.

             Net trade  accounts  receivable  increased  by $1.2  million.  This
increase from the April 29, 2000 balance is primarily attributable to timing and
increased sales volume at the Foods Division.

            Inventories  increased by $2.0 million. This increase from April 29,
2000 is related to additional purchases of sugar by the Foods Division.

            Net property,  plant and equipment increased an immaterial amount as
a result of routine capital  expenditures by the Foods division exceeding normal
depreciation expense for the first quarter of fiscal 2001.

           Other liabilities decreased by $625,000. This decrease from April 29,
2000 is due to payment of a deferred  compensation  arrangement to the estate of
the former Chairman of the Board and Chief Executive  Officer of the Corporation
during the first half of fiscal 2001.

             Notes payable decreased $150,000. This decrease from April 29, 2000
is a result of normal debt payments and expected amortization of notes payable.

             In  connection  with the  decision  to sell or  dispose  of all the
Corporation's   assets  and  dissolve  and   liquidate  the   Corporation,   the
Corporation's Board of Directors has 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.


Forward-Looking Statements

              This report contains forward-looking statements within the meaning
of the federal  securities  laws. These  forward-looking  statements may include
statements  about the  operations  and  prospects  for the  Corporation  and its
subsidiary  businesses.  These  forward-looking  statements  include  statements
regarding  the timing and  results  of the sale of the  Corporation's  equipment
leasing  business,  the estimated  loss from the sale of the  equipment  leasing
businesses,  and the  dissolution  and  liquidation  of the  Corporation.  These
forward-looking statements involve significant risks and uncertainties and there
can be no  assurance  that  the  expectations  or  results  reflected  in  these
statements will be realized or achieved. Risks and uncertainties relating to the
proposed sale of the Corporation's  equipment leasing business include,  without
limitation,  the  failure  of the  transaction  to close for  whatever  reasons,
further  negotiation  of  terms  and  conditions,  purchase  price  adjustments,
post-closing   indemnification   obligations,   the  failure  to  satisfy  other
conditions  necessary to consummate  the  transaction  such as failure to obtain
necessary  regulatory  approvals and third party  consents,  and the possibility
that a delay in resolving such  conditions  could  jeopardize  the  transaction.
Risks and uncertainties  relating to the disposition of the  Corporation's  food
business include, without limitation, failure to reach agreement with Ralcorp on
the sale of the business,  failure to find another  suitable  buyer if a sale to
Ralcorp is not completed,  and risks  associated  with continuing to operate the
business  while seeking other buyers.  Risks and  uncertainties  relating to the
dissolution and liquidation of the Corporation include, without limitation,  the
actual  amount  of  proceeds  from the  sale of the  Corporation's  assets,  the
ultimate  settlement  amounts of the Corporation's  liabilities and obligations,
actual costs  incurred in connection  with carrying out the plan of  dissolution
and liquidation,  including  administrative costs during the liquidation period,
the amount of income earned on the  Corporation"  cash and cash  equivalents and
short-term  investments during the liquidation  period, and the actual timing of
distributions.


                                       13
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                               GENESEE CORPORATION


PART II.  OTHER INFORMATION

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

                  The  Corporation's  annual meeting of Class A shareholders was
held on October 19, 2000. At the annual  meeting,  shareholders  elected Gary C.
Geminn (by a vote of 187,696 shares For and 6,042 withheld) and Charles S. Wehle
(by a vote of 187,999 shares For and 5,739 withheld) to serve as directors until
the annual  meeting of  shareholders  in 2003. The terms of office of Stephen B.
Ashley,  William A. Buckingham,  and Samuel T. Hubbard,  Jr. continued after the
annual meeting of shareholders.

                  At the annual meeting,  Class A shareholders also approved (a)
by a vote of 168,293 shares For and 1,213 shares against,  a proposal to approve
a plan of Liquidation  and  Dissolution  and (b) by a vote of 165,970 shares For
and 3,484 shares against,  a proposal to amend the Corporation's  Certificate of
Incorporation.

Item 5.       Other Information

     Following the  completion  of the  management  buyout of the  Corporation's
brewing business,  the following  officers of the Corporation (who are investors
in the management buyout entity) resigned as officers of the Corporation: Samuel
T. Hubbard,  Jr.,  President and Chief  Executive  Officer;  John B.  Henderson,
Senior Vice  President and Chief  Financial  Officer;  William A. Neilson,  Vice
President  -  Human  Resources;  and  Michael  C.  Atseff,  Vice  President  and
Controller. Mr. Hubbard will continue as a director of the Corporation.

     The Board of  Directors  has  elected  Stephen B. Ashley  President  of the
Corporation,  Mark W. Leunig  Senior  Vice  President  and Chief  Administrative
Officer, and Steven M. Morse Vice President and Treasurer.

Item 6.       Exhibits and Reports on Form 8-K

(a)      Exhibits.   The following exhibits are attached to this report:

                          Exhibit     2-1   Plan of Liquidation and Dissolution

                  (b)     Reports on Form 8-K. The Corporation  filed reports on
                          Form  8-K  on  August  16,  2000,   August  30,  2000,
                          September  27,  2000,  and  October 19, 2000 to report
                          information under Item 5 (Other Events.)


                                       14
<PAGE>

                               GENESEE CORPORATION






                                   SIGNATURES


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


                                                     GENESEE CORPORATION



Date:   12/18/00                                          /s / Mark W. Leunig
                                                         Mark W. Leunig
                                                        Sr. Vice President and
                                                   Chief Administrative Officer


Date:   12/18/00                                         /s / Steven M. Morse
                                                    Steven M. Morse
                                                    Vice President and Treasurer


                                       15
<PAGE>



                               GENESEE CORPORATION




                                  EXHIBIT INDEX

Exhibit Number                       Exhibit                           Page No.

2-1                          Plan of Liquidation and Dissolution          17





                                       16
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                                                                 Exhibit 2-1

                       PLAN OF LIQUIDATION AND DISSOLUTION
                                       OF
                               GENESEE CORPORATION


         This Plan of Liquidation  and  Dissolution  (the "Plan") is intended to
affect  the  complete,   voluntary   liquidation   and  dissolution  of  Genesee
Corporation,  a New York  corporation  (the  "Corporation"),  in accordance with
Section 331 of the Internal Revenue Code and Article 10 of the New York Business
Corporation Law ("BCL") in substantially the following manner:

         1. This Plan shall be effective on the date (the  "Effective  Date") on
which it is approved by the  shareholders  of the Corporation in accordance with
the BCL. After the Effective Date, the following actions shall be taken:

                  (a) The Corporation shall sell,  exchange,  lease or otherwise
dispose of its assets, upon such terms and conditions and for such consideration
as may be fixed from time to time by the Corporation's Board of Directors.

                  (b) The  Corporation  shall collect or make provision for the
collection of accounts receivable, debts and claims owing it.

                  (c)  The  Corporation  shall  (i) pay  and  discharge  or make
adequate provision for the payment and discharge of all debts,  expenses,  taxes
and  liabilities of the  Corporation,  (ii) withdraw from all  jurisdictions  in
which the  Corporation  is qualified to do business,  (iii) wind up its business
and affairs,  and (iv) complete the formal  dissolution of the Corporation under
the New York Business Corporation Law.

                  (d) Subject to the payment of or the making of other provision
for the  debts,  expenses,  taxes  and  other  liabilities  of the  Corporation,
including contingent liabilities,  all of the assets of the Corporation shall be
distributed  to or on  behalf  of its  shareholders  in  accordance  with  their
respective rights in one or a series of distributions,  at any time or from time
to time, before or after the formal  dissolution of the Corporation,  in cash or
in kind,  in any manner  that the Board of  Directors,  in its  discretion,  may
determine.

         2.  Implementation  of this Plan  shall be under the  direction  of the
Board of  Directors  of the  Corporation,  which shall have full  authority  and
discretion  to carry out the  provisions  of this Plan or such other  actions it
deems appropriate, including without limitation amendment or abandonment of this
Plan,  whether prior or subsequent to the formal dissolution of the Corporation,
without further shareholder action.

         3. Subject to the  direction of the  Corporation's  Board of Directors,
the appropriate  officers of the  Corporation are hereby  authorized to take any
and all  actions  and to  execute,  deliver  and  file  any and all  agreements,
documents or other  instruments  which are  necessary or convenient to carry out
this Plan,  including  without  limitation the execution and filing with the New
York Department of State of a certificate of dissolution.

                                       17
<PAGE>