Exhibit Index at Page 14

                    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  NOVEMBER 1, 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
                         November 1, 1997 and May 3, 1997
<TABLE>
<S>                                                                                  <C>                      <C>    
                                                                                      UNAUDITED                AUDITED
(Dollars in Thousands)                                                              November 1, 1997         May 3, 1997

ASSETS
     Current assets:
         Cash and cash equivalents                                                     $    524                4,521
         Marketable securities available for sale                                        17,220               32,627
         Trade accounts receivable, less allowance for doubtful receivables
            of $420 at November 1, 1997; $408 at May 3, 1997                             12,586               11,037
         Inventories, at lower of cost (first-in, first-out) or market                   15,330               13,957
         Deferred income tax assets                                                         760                  760
         Other current assets                                                             2,165                1,219
                                                                                       
            Total current assets                                                         48,585               64,121

     Net property, plant and equipment                                                   35,266               32,986
     Investment in and notes receivable from unconsolidated real estate partnerships      4,922                4,949
     Investments in direct financing and leveraged leases                                33,137               32,144
     Goodwill                                                                             9,404                 -
     Other assets                                                                         4,870                2,729
                                                                                      
            Total assets                                                                136,184              136,929
                                                                                     

LIABILITIES AND SHAREHOLDERS' EQUITY
     Current liabilities:
         Accounts payable                                                                 8,474                9,611
         Income taxes payable                                                               761                  932
         Federal and state beer taxes payable                                             1,257                2,029
         Accrued expenses and other                                                       7,536                6,395
                                                                                       
            Total current liabilities                                                    18,028               18,967

     Deferred income tax liabilities                                                      8,925                8,789
     Accrued postretirement benefits                                                     15,515               15,515
     Mortgage payable                                                                       547                  -
     Other liabilities                                                                      344                  413
                                                                                      
            Total liabilities                                                            43,359               43,684

     Minority interests in consolidated subsidiaries                                      2,039                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                                                               86,669               87,720
         Unrealized gain on marketable securities, net of income taxes                      892                  648
         Less treasury stock, at cost                                                     3,475                3,505
                                                                                      
                                                                                     
            Total shareholders' equity                                                   90,786               91,555
                                                                                      

            Total liabilities and shareholders' equity                               $  136,184              136,929
                                                                                      
         See accompanying notes to consolidated financial statements.

                                                                                            
</TABLE>
<PAGE>
                                                              

         GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                      CONSOLIDATED STATEMENTS
                 OF EARNINGS AND RETAINED EARNINGS
     Thirteen Weeks Ended November 1, 1997 and October 26, 1996
<TABLE>

(Dollars in Thousands,
Except Per Share Data)
<S>                                                                       <C>                        <C>  
                                                                                      UNAUDITED
                                                                          1997                        1996

Revenues                                                               $ 47,827                      47,296

         Federal and state beer taxes                                     7,913                      10,241
                                                                    
Net revenues                                                             39,914                      37,055

          Cost of sales                                                  31,007                      28,630
                                                                     
Gross profit                                                              8,907                       8,425

           Selling, general and administrative expenses                  10,291                       8,818
                                                                     
Operating loss                                                           (1,384)                       (393)

          Investment income                                                 556                         528
          Other income / (expense), net                                    (129)                         83
          Interest of minority partners in earnings of
              consolidated subsidiaries                                    (194)                       (161)
                                                                     

Earnings / (loss) before income taxes                                    (1,151)                         57

         Income taxes                                                      (382)                         21
                                                                     
Net earnings / (loss) - ($.48) per share in 1997
                       and $.02 in 1996                                    (769)                         36

Retained earnings at beginning of period                                 88,571                      88,112

         Less: dividends - $.70 per share in 1997
                  and $.70 per share in 1996                              1,133                       1,133

                                                                     

Retained earnings at end of period                                     $ 86,669                      87,015
                                                                    

See accompanying notes to consolidated financial statements.


</TABLE>
<PAGE>
                                                              

         GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                      CONSOLIDATED STATEMENTS
                 OF EARNINGS AND RETAINED EARNINGS
    Twenty Six Weeks Ended November 1, 1997 and October 26, 1996
<TABLE>

(Dollars in Thousands,
Except Per Share Data)                                                           UNAUDITED
<S>                                                                        <C>              <C> 
                                                                           1997             1996

Revenues                                                               $ 100,880           98,864

         Federal and state beer taxes                                     18,020           21,466
                                                                       

Net revenues                                                              82,860           77,398

          Cost of sales                                                   63,089           58,325
                                                                       

Gross profit                                                              19,771           19,073

           Selling, general and administrative expenses                   19,510           17,767
                                                                       

Operating income                                                             261            1,306

          Investment income                                                1,390            1,132
          Other income / (expense), net                                     (160)             143
          Interest of minority partners in earnings of
              consolidated subsidiaries                                     (383)            (349)
                                                                       
 
Earnings before income taxes                                               1,108            2,232

         Income taxes                                                        461              804
                                                                      

Net earnings - $.40 per share in 1997
   and $.88 in 1996                                                          647            1,428

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

         Less: Dividends - $1.05 per share in 1997
                  and $1.05 per share in 1996                              1,698            1,698
                                                                      

Retained earnings at end of period                                      $ 86,669           87,015
                                                                      

See accompanying notes to consolidated financial statements.


</TABLE>

<PAGE>
                                                                
                     GENESEE CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
         Twenty Six Weeks Ended November 1, 1997 and October 26, 1996
<TABLE>

                                                                                          UNAUDITED
<S>                                                                                  <C>          <C> 
(Dollars in thousands)                                                               1997         1996

Cash flows from operating activities:
    Net earnings                                                                    $ 647        1,428
    Adjustments to reconcile net income to net
      cash provided by operating activities:
        Depreciation                                                                2,539        2,431
        Other                                                                         456          378
    Changes in non-cash assets and liabilities:
        Trade accounts receivable                                                  (1,260)       1,275
        Inventories                                                                  (993)        (666)
        Other assets                                                                 (226)        (223)
        Accounts payable                                                           (1,271)        (771)
        Accrued expenses and other                                                     96          507
        Income taxes payable                                                         (171)         252
        Federal and state beer taxes                                                 (772)        (848)
        Other liabilities                                                             (70)          44
               
               Net cash (used in) provided by operating activities                 (1,025)       3,807
               

Cash flows from investing activities:
    Purchase of Freedom Foods, net of cash acquired                               (11,060)         -
    Capital expenditures                                                           (3,529)      (2,549)
    Sales of marketable securities                                                 25,131        5,861
    Purchases of marketable securities and other investments                      (10,845)      (5,029)
    Investments in and advances to unconsolidated real
       estate investments, net of distributions                                        27           53
    Net investment in direct financing and leveraged leases                          (992)        (792)
    Withdrawals by minority interest                                                  (35)        (187)
               
               Net cash used in investing activities                               (1,303)      (2,643)
               

Cash flows from financing activities:
    Principle payments on mortgage payable                                             (9)           -
    Payment of dividends                                                           (1,698)      (1,698)
    Net proceeds from  treasury stock transactions                                     38           40
               
               Net cash used in financing activities                               (1,669)      (1,658)
               

Net decrease in cash and cash equivalents                                          (3,997)        (494)

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

        
        Cash and cash equivalents at end of the period                              $ 524        2,066
        

See accompanying notes to consolidated financial statements.
</TABLE>


<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 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
           November  1,  1997  and  1,617,227  for the  thirteen  week
           period ended October 26, 1996. The weighted  average number
           of  Class A and  Class  B  shares  outstanding  used in the
           computation  of net earnings per share is 1,617,845 for the
           twenty six weeks ended  November 1, 1997 and  1,616,973 for
           the twenty six weeks ended October 26, 1996.

NOTE (C)   Inventories are summarized as follows:
<TABLE>
                                                                         Dollars in thousands
<S>                                                                     <C>                   <C>    
                                                               November 1, 1997           May 3, 1997

           Finished goods                                          $   4,702                   5,250
           Goods in process                                            1,731                   2,301
           Raw materials, containers and packaging supplies            8,897                   6,406
                Total inventories                                   $ 15,330                  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  / (loss)  per share of ($.48) and
           $.02  in  the  second  quarter  of  fiscal  1998  and  1997,
           respectively,  and  $.40  and  $.88  in the  first  half  of
           fiscal  1998 and 1997,  respectively.  The pro forma  effect
           of SFAS 128 would  result in  diluted  earnings / (loss) per
           share of ($.47)  and $.02 in the  second  quarter  of fiscal
           1998  and  1997,  respectively,  and  $.40  and  $.88 in the
           first half of fiscal 1998 and 1997, respectively.



<PAGE>

                                                           

                            GENESEE CORPORATION


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


Comparison  of 13 weeks  ended  November  1,  1997 to 13  weeks  ended
October 26, 1996


      Consolidated  net revenues for the thirteen weeks ended November
1,  1997  were  $39.9  million,  an  increase  of  $2.9  million  over
consolidated  net  revenues  reported  for the same  period last year.
The higher revenues were due to increased  sales by the  Corporation's
Foods Division.

      On a consolidated basis, the Corporation  reported a net loss of
$769,000,  or  $.48  per  share  in  the  second  quarter  this  year,
compared to a net profit of $36,000,  or $.02 per share,  for the same
period  last  year.  The  loss  this  year was  attributable  to lower
sales  and  a  larger  pre-tax  loss  in  the  Corporation's   brewing
operations.


Genesee Brewing Company

      Genesee  Brewing  Company's net sales in the second quarter were
$28.9  million,  a decrease of $1.7  million  from last year's  second
quarter  net sales of $30.6  million.  Barrel  sales were down  nearly
20,000  barrels,   or  3.9%,  despite  a  16,000  barrel  increase  in
contract  brewing  volume.  Volume  under  the  contract  to brew  and
package  product  for  Boston  Beer  Company  increased  19.5%  in the
second quarter to 99,000 barrels.

      Sales  of  Genesee  Brewing  Company's  HighFalls  craft  brands
continued  to  grow,   with  second  quarter  barrel  sales  up  6,000
barrels,  or 6.3%,  over the same  period  a year  ago.  However,  the
rate  of  growth  in  Highfalls  barrel  sales  slowed  in the  second
quarter  compared  to the first  quarter  when  barrelage  was up 10%.
This slower growth is generally  consistent  with  industry  trends as
the craft segment of the market continues to mature.

      As  has  been  the  case  for  several  years,  Genesee  Brewing
Company's  core  brands  continued  to  experience  declining  volume.
Core  brand  volume was down  42,000  barrels,  or 13%,  in the second
quarter.  Within  the  core  brands,  higher-margin  returnable  glass
packages  and 24-can  packages  showed the  largest  volume  declines.
These  declines  were  partially  offset by higher unit sales of lower
margin, value-priced 30 and 36 can "Multipaks".

      Lower overall barrel volume and an unfavorable  shift in product
mix towards  lower-margin  contract  volume and  Multipak can packages
resulted  in  a  lower  gross  profit  in  the  second   quarter.   In
addition,  intense  competition has resulted in price  stagnation over
the  past  year  and  a  half,   further  depressing  Genesee  Brewing
Company's  gross  profit  margins.  Genesee  Brewing  Company's  gross
profit  declined  $984,000 in the second quarter  compared to the same
period a year  ago.  Gross  profit  as a  percent  of sales  was 21.4%
compared  to 23.4% in the second  quarter  last year,  reflecting  the
unfavorable  shift in product mix and the absence of meaningful  price
increases.



<PAGE>

                                                        

                             GENESEE CORPORATION


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


      Selling,  general  and  administrative  expenses  were  up  $1.2
million in the  second  quarter of fiscal  1998  compared  to the same
period last year.  The increase was primarily due to the timing of
planned  increases in sales and  marketing  expenditures  -- primarily
to support  the  company's  HighFalls  brands and  expansion  of those
brands into new markets.  Much of the selling and  marketing  spending
for the  current  fiscal  year has been  front  loaded  into the first
half of the  year in an  effort  to spur  sales  during  the  critical
summer  selling  season.  Expenditures  in the prior year were greater
in the  second  half of the year to  support  the new  markets  opened
during that year.

      Due to lower volume,  the  unfavorable  shift in product mix and
increased  sales and marketing  expenditures,  Genesee Brewing Company
showed an operating  loss of $3.3 million for the second  quarter this
year  versus a $1.0  million  operating  loss for the  second  quarter
last year.  

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


Foods Division

      Second  quarter  net sales for the Foods  Division  were up $4.4
million,  or 75.6%,  over the prior  year  period.  Sales of  bouillon
cubes and powder,  resulting from the May 1997  acquisition of Freedom
Foods,  Inc.,  accounted  for  $2  million  of  the  Foods  Division's
overall  sales  increase.  Sales of bouillon  cubes and powders in the
second  quarter met  expectations  and the  transition  of  production
from  Florida to the Foods  Division's  plant in Albion,  New York was
completed on time and on plan during the second quarter.

      Sales of the Foods  Division's  existing  private  label product
lines  increased by $1.3 million  compared to the second  quarter last
year,  due to higher iced tea sales and the continued  sales growth in
the  division's  line of noodle  and rice side  dish  products,  which
were up 24% for the quarter.

      The  overall  increase  in net sales in the second  quarter  was
also  attributable  to a new short  term  contract  to supply dry soup
mix  to  the  U.S.  Government.  Sales  revenue  under  this  contract
totaled $1.4 million in the second quarter.

      Gross  profit for the  quarter was up $1.2  million  compared to
the same period last year due to higher  sales  volume.  In  addition,
gross  profit  margin  as a  percent  of sales  was  19.3%  this  year
compared to 12.7% last year.  The higher  margins  reflect a favorable
shift in product mix due to the new bouillon business.

      Selling,  general and  administrative  expenses were up $193,000
primarily due to increased  broker  commissions  as a result of higher
sales volume.
<PAGE>

                                                          

                             GENESEE CORPORATION


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

      Due to  continued  and  profitable  growth in  existing  product
lines and the  acquisition of Freedom Foods'  bouillon  business,  the
Foods  Division  showed  operating  income  of  $1.3  million  for the
quarter,  an increase  of over $1 million  compared to the same period
last year.

Genesee Ventures

      Genesee Ventures,  Inc., the Corporation's equipment leasing and
real  estate  investment  subsidiary,  reported  operating  income  of
$475,000 for the second  quarter of fiscal 1998,  compared to $391,000
for  the  second  quarter  of  fiscal  1997.  Lease  revenues  were up
$160,000  for the  quarter  reflecting  continued  growth  in  Genesee
Ventures'  leasing  portfolio.  The  performance of Genesee  Ventures'
real estate  investments  was generally on plan for the second quarter
and slightly ahead of last year.


Comparison  of 26 weeks  ended  November  1,  1997 to 26  weeks  ended
October 26, 1996

      Consolidated  year-to-date  net revenues were $82.9 million,  an
increase of $5.5 million from the  consolidated  net revenues of $77.4
million  reported for the same period last year.  The higher  revenues
were  the  result  of  increased  sales  by  the  Corporation's  Foods
Division.

      On a consolidated  basis, the Corporation  reported net earnings
of  $647,000,  or $.40 per  share,  for the first  half of this  year,
compared to net earnings of $1.4 million,  or $.88 per share,  for the
same period last year.  The $781,000,  or $.48 per share,  decrease in
net  earnings  was  primarily  attributable  to a decline  in  Genesee
Brewing Company's operating performance.


Genesee Brewing Company

      Genesee Brewing  Company's net sales in the first half of fiscal
1998 were $64.0  million,  a decrease of $1.4 million,  or 2.1%,  from
the prior  year's  net sales of $65.4  million.  Barrel  sales  (which
include  volume  under the  contract to brew and  package  product for
Boston Beer  Company)  were down 2,400  barrels,  or .2%, in the first
half of fiscal 1998.  Sales under the Boston Beer Company
contract  totaled  174,000  barrels  in the  first  half of this  year
compared  to  129,000  barrels  in  the  same  period  last  year,  an
increase of 45,000 barrels, or 35.0%.

      Sales of Genesee Brewing  Company's  HighFalls craft brands were
up  16,500  barrels,  or  7.6%,  over  the  same  period  a year  ago.
However,  the rate of growth in Highfalls  barrels sales is lower this
year than last  year.  HighFalls  barrelage  was up 35.0% for the year
in fiscal  1997.  The  slower  growth  rates  this year are  generally
consistent  with  industry  trends as the craft  segment of the market
continues to mature.
<PAGE>


                                                      

                            GENESEE CORPORATION


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

      Genesee Brewing  Company's  established core brands continued to
show  negative  trends.  Volume  was  down  11%  and the  package  mix
continued to shift towards lower-margin 30 and 36 can "Multipaks".

      Lower  volume and an  unfavorable  shift in product  mix towards
lower-margin  contract volume and Multipak can packages  resulted in a
lower gross  profit for the first half of fiscal  1998.  In  addition,
intense  competition  has resulted in price  stagnation  over the past
year and a half,  further  depressing  Genesee Brewing Company's gross
profit  margins.  Genesee  Brewing  Company's  gross  profit  declined
$1.3  million  this  year  compared  to the same  period  a year  ago.
Gross  profit as a percent of sales was 24.0%  compared  to 25.5% last
year, reflecting the unfavorable shift in product mix.

      Selling,  general  and  administrative  expenses  were  up  $1.7
million  compared  to the same  period  last year.  The  increase  was
primarily  due to  the  timing  of  planned  increases  in  sales  and
marketing   expenditures   --  primarily  to  support  the   company's
HighFalls  brands which included  expansion into new markets.  Much of
this fiscal  year's  selling  and  marketing  spending  has been front
loaded  into the first  half of the year in an  effort  to spur  sales
during the critical  summer selling season.  Last year's  expenditures
were  greater  in the  second  half  of the  year  in  support  of new
markets opened during that year.

      Due to lower  volume,  an  unfavorable  shift in product mix and
increased  sales and marketing  expenditures,  Genesee Brewing Company
showed an  operating  loss of $2.7  million for the first half of this
year versus a $282,000 operating profit last year. 

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

Foods Division

      Net sales for the  Foods  Division  were  $17.4  million  in the
first half of fiscal  1998,  compared  to $10.7  million for the first
half  last  year.  The  increase  in net  sales  of $6.7  million,  or
62.0%,  for the first half was  attributable to the bouillon  business
acquired in May 1997, a new short term  government  soup  contract and
to continued growth in iced tea sales.

      The Foods  Division  reported  operating  income of $1.7 million
for the  first  half  this  year,  compared  to  operating  income  of
$136,000  for the same period  last year.  The $1.6  million  increase
in  operating  income was due the  increased  sales  volume and higher
profit margins of the bouillon business.

<PAGE>

                                                        

                            GENESEE CORPORATION


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

Genesee Ventures

      Genesee Ventures,  Inc., the Corporation's equipment leasing and
real estate investment  subsidiary,  reported operating income of $1.4
million for the first half of fiscal  1998,  compared to $1.2  million
for the first half of fiscal 1997.  The  increase in operating  income
was  primarily  attributable  to higher lease  revenues  from Cheyenne
Leasing.


LIQUIDITY AND CAPITAL RESOURCES

      Cash, cash equivalents,  and marketable securities totaled $17.7
million at  November  1,  1997,  compared  to $37.1  million at May 3,
1997.  The  decrease  was  primarily  due  to  the  internally  funded
acquisition  of  Freedom  Foods for  $11.3  million  in May  1997.  In
addition,  cash was used to  finance an  inventory  build by the Foods
Division.  Inventories  at November 1, 1997 were $1.4  million  higher
than the  balances  reported at May 3, 1997  primarily  as a result of
increased  private  label sales by the Foods  Division  and due to the
higher  inventory  balances  needed to  maintain  service  levels  for
bouillon  customers.  In  addition,  capital  spending  was  up in the
first  half  of  this  fiscal  year  primarily  as a  result  of  site
development  work and new  equipment  purchases  necessary  for moving
bouillon  production  from Florida to the Foods  Division  facility in
Albion,  New York.  The  Corporation  continued its pursuit to further
diversify  its  business  by  obtaining a 10%  minority  interest in a
privately  held food company for $1.5 million,  which is accounted for
by the cost method.

      Trade  receivables at November 1, 1997 were  approximately  $1.5
million  higher than the  balances  reported at May 3, 1997.  Although
Genesee  Brewing  Company  receivables  were lower due to  seasonality
and  lower  sales  volume,  the  Foods  Division  receivable  balances
increased due to higher sales volume.

      Current  liabilities at November 1, 1997 were down $939,000 from
fiscal year end. This decrease was  primarily  attributable  to timing
of federal and state beer tax payments.

      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. Any future  acquisitions
are expected to be financed  primarily  with cash but may also involve
debt financing.



<PAGE>

                                                        

                           GENESEE CORPORATION


PART II.  OTHER INFORMATION


Item 4.      Submission of Matters to Vote of Security Holders

      The  Corporation's  annual meeting of Class A  shareholders  was
held  on  October  23,  1997.  At  the  annual  meeting,  shareholders
elected Gary C. Geminn,  Richard P. Miller,  Jr., and Charles S. Wehle
to serve as  directors  until the annual  meeting of  shareholders  in
2000.   The  terms  of  office  of  Stephen  B.  Ashley,   William  A.
Buckingham,  Thomas E.  Clement,  Samuel T.  Hubbard,  Jr.,  Robert N.
Latella,  John D.  Reifenrath and John L. Wehle,  Jr.  continued after
the annual meeting of shareholders.


Item 5. Other Information

      During the second  quarter of fiscal 1998, the  Corporation  and
its  partners  in a  Rochester,  New York  office  building  finalized
negotiations  with a new  lender  to  refinance  the  mortgage  on the
building.  The  closing  took place on  September  25,  1997.  The new
financing  package  includes  a  $31.5  million  first  mortgage  loan
obtained on a  non-recourse  basis and a $5.5  million term loan which
is  secured,   in  part,   by  a  50%  limited   guarantee   from  the
Corporation.   The  Corporation's  exposure  under  the  guarantee  is
capped at $2.75 million.

      The building is currently  97%  occupied,  operating on plan and
in  compliance  with all covenants  and  obligations  contained in the
new mortgage loan  agreement.  The building has an appraised  value in
excess  of  the  total  debt  against  it.  In  addition,   the  other
partners  in  the  project   have   provided  the   Corporation   with
collateral   to  secure  the   Corporation's   obligation   under  its
guarantee of the term loan.


Item 6.    Exhibits and Reports on Form 8-K

    (a)    Exhibits.  The  following  exhibits  are  attached  to this
                      report:
                      Exhibit 3 - By-laws as amended September 13, 1997.

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



<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:   12/12/97               / s /  Mark W. Leunig
                               Mark W. Leunig
                               Vice President and Secretary


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



<PAGE>

                                                         

                              Exhibit Index


Exhibit Number         Exhibit                                    Page
 
    3                  By-Law as amended on September13,1997       15



<PAGE>

                                                          

                                Exhibit 3





                                 BY-LAWS
                                    OF
                           GENESEE CORPORATION


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














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




                               / s /  Mark W. Leunig
                               Mark W. Leunig
                               Secretary





Dated:    September 16, 1997


<PAGE>

                                                          
                           GENESEE CORPORATION
                                 BY-LAWS


                                Article I
                               Shareholders


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

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

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

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

      Section  5.  Inspectors  of  Election:  The Board of  Directors,  in
advance of any shareholders'  meeting,  may appoint one or more inspectors
to act at the meeting or any  adjournment  thereof.  If inspectors are not
so appointed,  the person  presiding at a  shareholders'  meeting may, and
on  the  request  of any  shareholder  entitled  to  vote  thereat  shall,
appoint  two  inspectors.   Each  inspector,   before  entering  upon  the
discharge  of his  duties,  shall  take  and  sign an oath  faithfully  to
execute the duties of inspector  at such meeting with strict  impartiality
and according to the best of his ability.
      The  inspectors  shall  determine  the number of shares  outstanding
and the voting power of each, the shares  represented at the meeting,  the
existence of a quorum, and the validity and effect of proxies, and

<PAGE>

                                                          

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

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

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

      Section 8.  Quorum of  Shareholders:  The  holders of a majority  of
the  shares  entitled  to vote  thereat  shall  constitute  a quorum  at a
meeting of shareholders for the transaction of any business.
      The  shareholders  present,  in person or by proxy,  and entitled to
vote may,  by a majority of votes  cast,  adjourn the meeting  despite the
absence of a quorum.

      Section  9.  Vote  of  Shareholders:   Directors  shall,  except  as
otherwise  required by law,  be elected by a  plurality  of the votes cast
at a meeting of  shareholders  by the  holders of shares  entitled to vote
in the election.
      Whenever  any   corporate   action,   other  than  the  election  of
directors,  is to be taken by vote of the shareholders,  it shall,  except
as  otherwise  required by law, be  authorized  by a majority of the votes
cast at a meeting of  shareholders  by the  holders of shares  entitled to
vote thereon.

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

      Section 11.  Fixing  Record  Date:  For the  purpose of  determining
the  shareholders  entitled  to  notice  of or to vote at any  meeting  of
shareholders  or any  adjournment  thereof,  or to  express  consent to or
dissent  from any  proposal  without  a  meeting,  or for the  purpose  of
determining shareholders entitled to

<PAGE>

                                                          

receive  payment of any dividend or the  allotment  of any rights,  or for
the  purpose  of any other  action,  the Board of  Directors  may fix,  in
advance,  a date  as  the  record  date  for  any  such  determination  of
shareholders.  Such date  shall  not be more than  fifty nor less than ten
days  before the date of such  meeting,  nor more than fifty days prior to
any other action.


                                Article II
                            Board of Directors


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

      Section  2.   Number  of   Directors:   The   number  of   directors
constituting  the entire  Board of  Directors  shall be such number as may
be fixed  from time to time by vote of a majority  of the entire  Board of
Directors,  and until  otherwise  fixed by the Board  shall be twelve.  No
decrease  in the  number  of  directors  shall  shorten  the  term  of any
incumbent director.
(Amended by approval of Shareholders, 10/21/76)

      Section  3.   Election   and  Term  of   Directors:   The  Board  of
Directors  shall be  classified,  with  respect to the time for which each
class shall hold  office,  into three  classes,  as nearly equal in number
as possible as determined  by the Board of  Directors.  The first class of
directors  shall be  initially  elected  to hold  office  until the annual
meeting  of  shareholders  held in the first  year  following  the year of
their  election,  the  second  class  shall be  initially  elected to hold
office until the annual  meeting of  shareholders  held in the second year
following  the  year of  their  election,  and the  third  class  shall be
elected to hold office until the annual  meeting of  shareholders  held in
the third year following the year of their  election,  with the members of
each  class  to  hold  office  until  their  successors  are  elected  and
qualified.  Thereafter,  the  successors  of the class of directors  whose
term expires at each annual  meeting of  shareholders  shall be elected to
hold office  until the annual  meeting of  shareholders  held in the third
year following the year of their  election and until their  successors are
elected and qualified.
(Amended by approval of Board of Directors, 9/11/87)

<PAGE>


                                                          

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

      Section  5.  Meeting of the  Board:  An annual  meeting of the Board
of Directors  shall be held in each year  directly  after the  adjournment
of the  annual  shareholders'  meeting.  Regular  meetings  of  the  Board
shall  be  held at such  times  as may  from  time  to  time be  fixed  by
resolution  of the  Board.  Special  meetings  of the Board may be held at
any time upon the call of the President or any two directors.
      Meetings  of the  Board of  Directors  shall be held at such  place,
within  or  without  the  State of New  York,  as from time to time may be
fixed by  resolution  of the Board for annual and regular  meetings and in
the  notice of  meeting  for  special  meetings.  If no place is so fixed,
meetings  of the Board shall be held at the office of the  Corporation  in
Rochester, New York.
      No notice  need be given of annual or regular  meetings of the Board
of  Directors.  Notice  of each  special  meeting  of the  Board  shall be
given by oral,  telegraphic,  or  written  notice,  duly  given or sent or
mailed to each director not less than one day before such meeting.

      Section  6.  Newly  Created   Directorships  and  Vacancies:   Newly
created  directorships  resulting  from  an  increase  in  the  number  of
directors  and  vacancies  occurring  in the  Board of  Directors  for any
reason except the removal of directors by  shareholders  without cause may
be  filled  by  vote  of a  majority  of the  directors  then  in  office,
although  less  than  a  quorum  exists.  A  director  elected  to  fill a
vacancy  shall be elected to hold  office  for the  unexpired  term of his
predecessor.

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

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

      Section 9.  Indemnification of Directors and Officers:
      (a)  Right to  Indemnification.  Except as  prohibited  by law or as
provided in Paragraph  (b) below,  the  Corporation  shall  indemnify  any
person  against all reasonable  expenses,  including  attorneys  fees, and
all  judgments,   excise  taxes,   fines,   penalties,   amounts  paid  in
settlement  and any other  liability  paid or  incurred  by such person in
connection with any actual or threatened claim, action, suit or

<PAGE>

                                                          

proceeding,  whether civil, criminal,  administrative,  investigative,  or
other,  or  whether  brought  by or in the  right  of the  Corporation  or
otherwise,  in which such person may be involved as a party or  otherwise,
by  reason  of the fact that such  person  or such  person's  testator  or
intestate  is or was a director or officer of the  Corporation,  or serves
or served in any  capacity  at the  request of the  Corporation  any other
corporation,  partnership,  joint venture, trust, employee benefit plan or
other   enterprise.   To  the  maximum   extent   permitted  by  law,  the
Corporation  shall make  advances of  expenses  incurred by such person in
connection  with any such  actual or  threatened  claim,  action,  suit or
proceeding  prior  to  final  disposition   thereof,   provided  that  the
Corporation  receives  an  undertaking  by or on behalf of such  person to
repay such advances to the extent such person is  ultimately  found not to
be entitled to indemnification.
      (b)  Exclusions.  No  indemnification  shall be made to or on behalf
of any person if a judgment  or other final  adjudication  adverse to such
person  establishes  that either (i) such person's acts were  committed in
bad faith,  or were the result of active and  deliberate  dishonesty,  and
were  material  to the  action,  or  (ii)  such  person  gained  in fact a
financial  benefit or other  economic  advantage  to which such person was
not legally entitled.
      (c)  Indemnification  Not  Exclusive.  The right of  indemnification
under this  Section 9 shall not be deemed  exclusive  of any other  rights
to which persons seeking  indemnification  hereunder may be entitled under
applicable  law, by  agreement or  otherwise,  and the  provisions  hereof
shall  inure  to  the  benefit  of  the  heirs,  beneficiaries  and  legal
representatives  of persons  entitled  to  indemnification  hereunder  and
shall be  applicable to actions  arising from acts or omissions  occurring
before or after the  adoption  hereof.  Persons who are not  directors  or
officers of the Corporation  may be similarly  indemnified and entitled to
advancement or reimbursement  of expenses to the extent  authorized at any
time by the Board of  Directors.  The  Corporation  is authorized to enter
into  agreements  with any of its directors or officers  extending  rights
to  indemnification  and  advancement  of  expenses  to such person to the
fullest  extent  permitted  by  applicable  law,  but the failure to enter
into any such  agreement  shall not  affect  or limit  the  rights of such
person pursuant to this By-Law.
      (d)  Contract  Rights.  The  right  of  indemnification  under  this
Section  9  shall  be  deemed  to   constitute  a  contract   between  the
Corporation  and the  persons  entitled  to  indemnification  and may not,
without the consent of such  person,  be amended or repealed  with respect
to any event,  act or emission  occurring or allegedly  occurring prior to
the end of the term of office such person is serving  when such  amendment
or repeal is adopted.
(Amended by approval of Board of Directors, 6/4/87)

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

                                                          

      Section   11.   Participation   in  Board   Meeting  by   Conference
Telephone:  Any one or more  members  of the  Board  of  Directors  or any
committee   thereof  may  participate  in  a  meeting  of  such  Board  or
committee  by means of a conference  telephone  or similar  communications
equipment  allowing all persons  participating in the meeting to hear each
other at the same  time.  Participation  by such  means  shall  constitute
presence in person at a meeting.
           (Amended by approval of Board of Directors, 9/4/75)


      Section  12.  Director  Emeritus:  The Board of  Directors  may from
time  to time  designate  one or  more  persons  to  serve  as a  Director
Emeritus of the  Corporation,  or to hold such other honorary title as the
Board may  determine.  Each such  designee  shall serve at the pleasure of
the Board and the  rights,  privileges,  compensation  and other  terms of
service of each such  designee  shall be fixed by resolution of the Board,
provided  that no such  designee  shall be  entitled to vote on any action
taken  by  the  Board  or be  counted  for  purposes  of  determining  the
presence  of a  quorum  of the  Board.  References  in  these  By-Laws  to
directors or to the Board of  Directors  shall not be deemed to include or
refer to any such designee.
(Added by approval of Board of Directors, 9/13/97)


                               Article III
                                 Officers


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

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

      Section 3.  Powers  and  Duties:  The  officers  of the  Corporation
shall each have such powers and  authority  and perform such duties in the
management  of the property and affairs of the  Corporation,  as from time
to time may be  prescribed  by the Board of  Directors  and, to the extent
not so  prescribed,  they shall each have such  powers and  authority  and
perform such duties in the management of the property and
<PAGE>

                                                          

affairs  of the  Corporation,  subject to the  control  of the  Board,  as
generally pertain to their respective offices.
      Without limitation of the foregoing:
           (a)  Chairman of the Board of  Directors:  The  Chairman  shall
be a senior officer of the  Corporation,  shall preside at all meetings of
the  Corporation's  stockholders  and at all  meetings  of  the  Board  of
Directors and shall be a Director of the Corporation.
           (b)  President:  The  President  shall be the  Chief  Executive
Officer  of  the  Corporation.  In the  absence  of  the  Chairman  of the
Board,  he shall preside at meetings of  shareholders  and of the Board of
Directors.
           (c)  Executive  Vice  President:  The Executive  Vice President
shall be the  Chief  Operating  and  Administrative  Officer  and,  in the
event of the death,  resignation,  removal,  disability, or absence of the
President,  shall  possess  the  powers  and  perform  the  duties  of the
President.
           (d)  Vice  Presidents:  The Board of Directors  shall determine
the powers and duties of the  respective  Vice  Presidents and may, in its
discretion,  fix  such  order  of  seniority  among  the  respective  Vice
Presidents as it may deem advisable.
           (e)  Secretary:  The  Secretary  shall  issue  notices  of  all
meetings of  shareholders  and  directors  where  notices of such meetings
are required by law or these  By-Laws,  and shall keep the minutes of such
meetings.  He shall sign such  instruments  and attest such  documents  as
require  his  signature  or  attestation  and  affix  the  corporate  seal
thereto where appropriate.
           (f)  Treasurer:  The  Treasurer  shall have general  charge of,
and be responsible  for, the fiscal affairs of the  Corporation  and shall
sign all instruments and documents as require his signature.
(Amended 10/23/86)

      Section 4.  Records:  The  Corporation  shall keep (a)  correct  and
complete books and records of account;  (b) minutes of the  proceedings of
the  shareholders,  Board of Directors,  and any  committees of the Board;
and (c) a current list of the directors  and officers and their  residence
addresses.
      The  Corporation  shall  also keep at its office in the State of New
York or at the office of its  transfer  agent or registrar in the State of
New York,  if any,  a record  containing  the names and  addresses  of all
shareholders,  the number  and class of shares  held by each and the dates
when they respectively became the owners of record thereof.

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


                                                          

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


                                Article IV

         Share Certificates and Loss Thereof - Transfer of Shares


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

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

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

<PAGE>



                                                          

                                Article V
                              Other Matters


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

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