<PAGE>



                       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 July 27, 2002

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
For the transition period from                    to
                               ------------------    ------------------

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

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

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

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

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

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

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

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

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

<PAGE>

                                                                  Page  2 of 14


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


           Statements Of Net Assets In Liquidation (Liquidation Basis)
                        July 27, 2002 and April 27, 2002
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                                  UNAUDITED
                                                                                                JULY 27, 2002    APRIL 27, 2002
                                                                                                -------------    --------------
<S>                                                                                              <C>               <C>
ASSETS
          Cash and cash equivalents                                                              $   10,752        $   16,747
          Marketable securities available for sale                                                    6,799             6,667
          Notes receivable                                                                            9,939            10,081
          Investment in and notes receivable from unconsolidated real estate partnerships             4,500             6,351
          Investment in direct financing and leveraged leases                                           143               209
          Estimated income tax receivable                                                               793               994
          Other assets                                                                                  441               811
                                                                                                 ----------        ----------
                       Total assets                                                              $   33,367        $   41,860
                                                                                                 ==========        ==========

LIABILITIES AND NET ASSETS

          Accrued compensation                                                                   $      960        $    1,245
          Accrued expenses and other liabilities                                                      1,038             1,021
          Liquidating distribution payable                                                                0             8,370
          Accrued self-insured workers compensation                                                   1,450             1,602
                                                                                                 ----------        ----------
                       Total liabilities                                                              3,448            12,238
                                                                                                 ----------        ----------

    Net assets in liquidation                                                                    $   29,919        $   29,622
                                                                                                 ==========        ==========


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

    Net assets in liquidation per outstanding share                                              $    17.87        $    17.69
                                                                                                 ==========        ==========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

                                                                   Page 3 of 14


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


      Statement Of Changes In Net Assets In Liquidation (Liquidation Basis)
                   For the Thirteen Weeks Ended July 27, 2002
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                               UNAUDITED
<S>                                                                             <C>
Net assets in liquidation at April 27, 2002                                     $29,622

Changes in estimated liquidation values of assets and liabilities                   297
                                                                                -------

Net assets in liquidation at July 27, 2002                                      $29,919
                                                                                =======
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>
                                                                   page 4 of 14


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

 Consolidated Statement of Earnings and Comprehensive Loss (Going-Concern Basis)

                       Thirteen Weeks Ended July 28, 2001
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                  UNAUDITED
<S>                                                                             <C>
Revenues                                                                        $         0

           Cost of goods sold                                                             0
                                                                                -----------

Gross profit                                                                              0

           Selling, general and administrative expenses                                 276
                                                                                -----------

Operating loss                                                                         (276)

          Investment and interest income                                                445
          Other income                                                                    5
                                                                                -----------

                 Income  from continuing operations before income taxes                 174

Income tax expense                                                                       70
                                                                                -----------

                 Income from continuing operations                                      104

Discontinued operations:
      Loss from operations of the discontinued segments
      (less applicable income tax expense of $ 345)                                 (21,541)

      Adjustment to the loss on disposal of Genesee Ventures, Inc.
      (less applicable income tax expense of $ 227)                                     354
                                                                                -----------

                    Net loss                                                        (21,083)

Other comprehensive income, net of income taxes:
      Unrealized holding gains arising during the period                                 82
                                                                                -----------

      Comprehensive loss                                                        $   (21,001)
                                                                                ===========


Basic and diluted loss per share from continuing operations                     $      0.06
Basic and diluted loss per share from discontinued operations                   $    (12.87)
Basic and diluted gain per share from disposal of Genesee Ventures, Inc.        $      0.21
                                                                                -----------
            Basic and diluted loss per share                                    $    (12.60)
                                                                                ============

Weighted average common shares outstanding                                        1,674,086
Weighted average and common equivalent shares                                     1,674,086

</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>
                                                                   page 5 of 14


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

           Consolidated Statement of Cash Flows (Going-Concern Basis)

                       THIRTEEN WEEKS ENDED JULY 28, 2001
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                    UNAUDITED
<S>                                                                                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net earnings from continuing operations                                         $    104
    Adjustments to reconcile net loss to net
      cash provided by operating activities:
             Net gain on sale of marketable securities                                    (8)
             Deferred tax provision                                                       (2)
             Other                                                                      (319)
    Changes in non-cash assets and liabilities, net of amounts sold:
             Income taxes payable                                                        250
             Other liabilities                                                            (1)
                                                                                ------------

                        Net cash provided by continuing operating activities              24
             Net cash provided by discontinued operations                              1,176
                        --------------------------------------------------------------------
                        NET CASH PROVIDED BY OPERATING ACTIVITIES                      1,200
                        --------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sale of marketable securities                                        1,915
    Purchases of marketable securities and other investments                          (1,732)
                                                                                ------------

                        Net cash provided by continuing investing activities             183
             Net cash provided by discontinued operations                                 65
                        --------------------------------------------------------------------
                        NET CASH PROVIDED BY INVESTING ACTIVITIES                        248
                        --------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
                        Net cash used in continuing financing activities                   0
             Net cash used in discontinued operations                                 (1,403)
                        --------------------------------------------------------------------
                        NET CASH USED IN  FINANCING ACTIVITIES                        (1,403)
                        --------------------------------------------------------------------

Net increase in cash and cash equivalents                                                 45

Cash and cash equivalents at beginning of the period                                  12,237

             -------------------------------------------------------------------------------
             CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                         $ 12,282
             ===============================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

                                                                   page 6 of 14


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements
------------------------------------------

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

         In October 2000, Genesee Corporation (the "Corporation") shareholders
         approved a plan to divest all of its operations and then liquidate and
         dissolve the Corporation. Since then, as discussed below, the
         Corporation has disposed of all of its operations and is in the process
         of selling its remaining assets and settling remaining liabilities. The
         proceeds from this liquidation, net of amounts paid or reserved to
         discharge all of the Corporation's obligations and liabilities, are
         being distributed to the Corporation's shareholders in a series of
         liquidating distributions, after which the Corporation will be
         dissolved.

         The Corporation sold its brewing business in December 2000 to High
         Falls Brewing Company, LLC ("High Falls") for $27.2 million. The
         Corporation received $11 million of the sale price in the form of notes
         receivable more fully described in Note B.

         The Corporation sold a significant portion of its equipment lease
         portfolio in December 2000 and received $12.8 million in proceeds and
         continues to hold some of the leases which it retained.

         On October 10, 2001, the Corporation sold all of the outstanding stock
         of its Ontario Foods, Inc. subsidiary, which constituted its Foods
         Division, to Associated Brands, Inc. ("ABI") for $27 million. Net of
         purchase price adjustments, the Corporation received $22.1 million in
         cash. The Corporation also took back a $2.25 million note and mortgage.
         The note and mortgage, together with $178,000 in cash paid by ABI, were
         placed in escrow for a period of eighteen months to cover any
         contingent liabilities or post-closing obligations of the Corporation.
         On April 5, 2002 ABI paid in full the $2.25 million note and mortgage
         so the $2.43 million escrow is now funded entirely by cash, which is
         invested in commercial bank money market funds.

         On May 31, 2002, the Corporation sold its ten-percent interest in an
         office building in Rochester, New York and a related note receivable
         from the building owner for $2.4 million in cash. In connection with
         this transaction, the purchasers have agreed to indemnify the
         Corporation for any liability arising from the Corporation's guaranty
         of half of a $5.5 million senior subordinated loan on the building.

         The Corporation is evaluating strategies to sell or otherwise divest
         the Corporation's remaining assets, all of which have been adjusted to
         their estimated net realizable values as stated in Note B.

Notes to Consolidated Financial Statements
-------------------------------------------

NOTE (B) Liquidation Basis of Accounting
         -------------------------------

         With the sale of its Foods Division, which is described in Note A, the
         Corporation adopted the liquidation basis of accounting effective
         September 29, 2001. Under the liquidation basis of accounting, assets
         are stated at their estimated net realizable values and liabilities are
         stated at their estimated settlement amounts, which estimates are
         periodically reviewed and adjusted. A Statement of Net Assets and a
         Statement of Changes in Net Assets are the two financial statements
         presented under the Liquidation Basis of Accounting.
<PAGE>

                                                                   page 7 of 14


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements
------------------------------------------

NOTE (B) Liquidation Basis of Accounting (continued)
         -------------------------------------------

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

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

         Following are assumptions utilized by management in assessing the fair
         value of assets and the expected settlement values of liabilities
         included in the Statement of Net Assets in Liquidation as of July 27,
         2002.

         Cash and cash equivalents - Presented at face value. The Corporation
         considers all highly liquid investments with original maturities of
         three months or less to be cash equivalents. The Corporation maintains
         balances in various operating and money market accounts in excess of
         federally insured limits. At July 27, 2002, substantially all cash
         balances were in excess of federally insured limits.

         Marketable securities available for sale - Presented at quoted market
         prices. The Corporation maintains a portfolio that consists
         predominantly of high quality corporate bonds which is managed by an
         independent third party. Valuation of the Corporation's marketable
         securities is based upon closing prices of their marketable securities,
         as provided by the investment manager, at July 27, 2002.

         Notes receivable - Stated at face value, which approximates fair value.
         As partial consideration for the Corporation's sale of Genesee Brewing
         Company, the Corporation received $11 million in notes receivable from
         the buyer. At July 27, 2002, these notes receivable totaled $9.9
         million. On July 30, 2002 the Corporation received $5.9 million in
         satisfaction of the remaining principal balance due on the two bridge
         notes with original face amounts of $3.5 million and $3 million. This
         prepayment, which occurred after the first quarter ended, was in
         accordance with the terms of the notes which required prepayment at
         such time as the buyer received proceeds from HUD financing. The
         Corporation's management believes the $4 million balance on the
         remaining note receivable to be fully collectible, and the interest
         rate on the note is considered to be at market; therefore, the face
         value of the note is considered to be fair value. The remaining $4
         million note balance is payable as follows: $1 million due on December
         15, 2002 and $3 million due on December 15, 2003.

         Investment in and notes receivable from unconsolidated real estate
         partnerships - Valued based on independent appraisals and management
         estimates:

<PAGE>
                                                                   page 8 of 14


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements
------------------------------------------

NOTE (B) Liquidation Basis of Accounting (continued)
         -------------------------------------------

                  Clinton Square - The Corporation owned a 10% interest in
                  Clinton Square, an office building located in Rochester, New
                  York, and a related note receivable. On May 31, 2002, the
                  Corporation sold both its ownership interest and related note
                  receivable from Clinton Square for $2.4 million.

                  Limited Partnerships - The Corporation owns a 50% interest in
                  a 408-unit apartment complex located in Syracuse and a
                  150-unit apartment complex located in Rochester, New York. The
                  Corporation has obtained independent appraisals of the
                  properties and management is currently engaged in negotiations
                  with potential purchasers of the Corporation's interests in
                  both properties. The fair market value at July 27, 2002 of the
                  Corporation's investment in these properties was increased by
                  $500,000 to $4.5 million to reflect management's estimate
                  based on the independent appraisals and negotiations with
                  potential purchasers.


         Investment in direct financing and leveraged leases - Presented at the
         present value of future lease payments of leases under renewal and the
         estimated fair value of all equipment under renewed and month-to-month
         leases.

         Estimated income tax receivable - Based on management's estimate.
         Amount reflects the impact on cash flow under an orderly liquidation
         scenario. It is comprised of current taxes on current year income,
         adjusting for estimates of future income, and the utilization of tax
         credits and carryforwards. Certain amounts included in the estimated
         income tax receivable are subject to audit by various taxing
         authorities. Management does not believe that the results of any audit
         will significantly alter this amount. During the first quarter of
         fiscal 2003 this amount was reduced by $200,000 related to Management's
         estimate of the net realizable value of its investment in the two
         apartment complexes mentioned above.

         Other assets - Valued based on management estimates.

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

         During the first quarter of fiscal 2003, the accrued expenses and other
         liabilities estimate was increased by $350,000 as the result of
         preliminary audit findings from a New York State sales and use tax
         audit related to the Corporation's former brewing business.

         Accrued self-insured workers compensation - Based on an independent
         actuarial valuation, which has been rolled forward to quarter end. The
         Corporation is self-insured for workers compensation claims and has
         retained this liability for the subsidiaries that were sold. The
         Corporation is required to have a statutory standby letter of credit in
         the amount of $3.2 million for workers compensation claims. This letter
         of credit, which is renewed annually, has been collateralized by
         Corporation cash and is in effect through August 2003.


<PAGE>
                                                                   page 9 of 14


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


Notes to Consolidated Financial Statements
-------------------------------------------

NOTE (B) Liquidation Basis of Accounting (continued)
         -------------------------------------------

         Contingent liabilities - In addition to liabilities recorded on the
         accompanying consolidated financial statements, the Corporation also
         has certain contingent liability claims. Management does not believe
         that there will be any future material cash outflows as a result of
         these claims, or as a result of any other unknown claims or
         liabilities, thus no amount is included in these accompanying
         consolidated financial statements.

Notes to Consolidated Financial Statements
-------------------------------------------

NOTE (C) Financial Statement Presentation
         --------------------------------

         Liquidation Basis Financial Statements

         The Corporation's Statement of Net Assets in Liquidation and Statement
         of Changes in Net Assets in Liquidation for the thirteen weeks ended
         July 27, 2002 presented herein are unaudited. The April 27, 2002
         Statement of Net Assets has been audited. In the opinion of management,
         these financial statements reflect all adjustments which are necessary
         for a fair presentation of the results for the interim period
         presented.

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

         Going-Concern Basis Financial Statements

         For the prior year thirteen week period ended July 28, 2001, all of the
         Corporation's subsidiary operating businesses are reported as
         discontinued operations with only the corporate segment reported as
         continuing operations. The Consolidated Statement of Earnings and
         Comprehensive Loss and the Consolidated Statement of Cash Flows are the
         only going-concern based financial statements that are included in this
         report.

         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 Corporation's annual report on Form 10-K for the year ended April
         27, 2002. It is the Corporation's policy to reclassify certain amounts
         in the prior year consolidated financial statements to conform to the
         current year presentation.

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. Effective September 29,
         2001 the Corporation adopted the liquidation basis of accounting which
         is described in detail in Note B to the accompanying consolidated
         financial statements. In the prior fiscal year the Corporation's
         operating businesses have been classified as discontinued operations
         and in the current fiscal year the Corporation had no operations.
         Therefore, there is no discussion of operations in this financial
         review.



<PAGE>

                                                                   page 10 of 14


                               GENESEE CORPORATION
                                AND SUBSIDIARIES



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

         LIQUIDITY AND CAPITAL RESOURCES - JULY 27, 2002
         -----------------------------------------------

         On August 26, 2002, the Corporation paid a partial liquidating
         distribution of $8,370,000, or $5.00 per share to shareholders of
         record on August 19, 2002. This distribution represented the fourth
         distribution paid to shareholders under the Corporation's plan of
         liquidation and dissolution. On May 17, 2002 the Corporation paid a
         partial liquidating distribution of $8,370,000, or $5.00 per share. On
         November 1, 2001 the Corporation paid a partial liquidating
         distribution of $21,763,000, or $13.00 per share. On March 1, 2001, the
         Corporation paid a partial liquidating distribution of $12,557,000 or
         $7.50 per share.

         The Corporation expects to pay additional liquidating distributions as
         the Corporation: (a) receives payment on the remaining promissory note
         described in Note B to the consolidated financial statements which
         accompany this report; (b) receives proceeds from the sale of the
         remaining assets of the Corporation and; (c) discharges contingent
         liabilities and post-closing obligations arising from the sale of its
         assets and other contingent liabilities. The length of time that will
         be required to wind-up the

         Corporation's affairs are uncertain and will impact the value of the
         Corporation's net assets in liquidation due to the ongoing expense of
         operating the Corporation.

         The Corporation's cash and cash equivalents are invested in commercial
         bank money market funds. These funds are currently yielding
         approximately 1.8% per annum. Investment in money market funds is
         intended to earn a reasonable return on those funds and give the
         Corporation the security and flexibility required as it completes the
         liquidation and dissolution process.

         The Corporation's marketable securities consist of a bond portfolio
         managed by an investment management firm. This portfolio had a fair
         market value of $6,799,000 at July 27, 2002. The investments in this
         portfolio include $1.4 million in money market funds, approximately
         $544,000 in U.S. treasury notes and government agency bonds with the
         balance invested in corporate bonds with a Moody's dollar weighted
         average rating of A1. The entire portfolio currently has a weighted
         average duration of approximately 1.56 years. The current yield to
         maturity is approximately 3%.

         During the quarter ended July 27, 2002, the Corporation received
         $140,000 in regular principal payments from High Falls under the
         promissory notes described in Note B to the accompanying consolidated
         financial statements. Also, as mentioned in Note B, the Corporation
         received $5.9 million in satisfaction of two High Falls bridge notes.

         On May 31, 2002, the Corporation received $2.4 million in proceeds from
         the sale of its ten percent interest in and note receivable from
         Clinton Square, which is described in Note A of the accompanying
         consolidated financial statements. This receipt of funds reduced the
         investment in and notes receivable from unconsolidated real estate
         partnerships line item in the Statement of Net Assets accordingly.

         The Corporation has obtained independent appraisals and is currently
         engaged in negotiations with potential purchasers of its two real
         estate investments that are described in Note B to the accompanying
         consolidate financial statements. As a result, the investment in and
         notes receivable from unconsolidated real estate partnerships line item
         and the estimated income tax receivable line item in the Statement of
         Net Assets were increased by $500,000 and decreased by $200,000,
         respectively.

<PAGE>
                                                                  page 11 of 14


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


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

         Other assets were decreased during the first quarter of fiscal 2003
         primarily as a result of the Corporation having received $168,000 in
         insurance refunds and having collected $94,000 from certain officers on
         outstanding loans. The remaining balance of these officer loans
         receivable is $73,000 at July 27, 2002.

         Accrued compensation as presented in the Statement of Net Assets
         decreased from its April 27, 2002 balance by approximately $300,000 as
         a result of the payment of expected compensation related costs. Accrued
         expenses and other liabilities increased by $17,000 as a result of the
         payment of $333,000 of expected costs and the increase of the accrual
         by $350,000 as the result of preliminary audit results from a New York
         State sales and use tax audit related to the Corporation's former
         brewing business.

         Forward-Looking Statements
         --------------------------

             This report contains forward-looking statements within the meaning
         of the federal securities laws. These forward-looking statements
         include estimates of the net assets of the Corporation in liquidation,
         statements about the amount and timing of the payment of additional
         liquidating distributions and statements about the Corporation's
         operating costs through final dissolution that will vary with the
         length of time it operates. The cautionary statements regarding
         estimates of net assets in liquidation set forth in Note B to the
         consolidated financial statements that accompany this report are
         incorporated herein by reference. The forward-looking statements in
         this report are subject to a number of other significant risks and
         uncertainties, and there can be no assurance that the expectations
         reflected in those statements will be realized or achieved. Such risks
         and uncertainties include, without limitation, the risk of default by
         the purchaser of the Corporation's brewing business on its payment and
         other obligations under the one remaining promissory note described in
         Note B to the consolidated financial statements which accompany this
         report; the possible extension of payment terms under the one remaining
         promissory note described in Note B to the consolidated financial
         statements related to the sale of the Corporation's brewing business;
         the possibility of delay in finding buyers and completing the
         divestiture of the remaining assets of the Corporation; the amounts
         that the Corporation is able to realize from the divestiture of the
         remaining assets of the Corporation; possible contingent liabilities
         and post-closing indemnification and other obligations arising from the
         sale of the Corporation's operating businesses and other assets; and
         risks associated with the liquidation and dissolution of the
         Corporation, including without limitation, settlement of the
         Corporation's liabilities and obligations, costs incurred in connection
         with carrying out the plan of liquidation and dissolution, the amount
         of income earned during the liquidation period on the Corporation's
         bond portfolio and investment in money market funds, risks that the
         market value of the Corporation's bond portfolio could decline, risks
         associated with investments in bonds and money market funds in the
         current low interest rate environment, discharge of contingent
         liabilities, and the actual timing of the winding up and dissolution of
         the Corporation.


Item 4.  Controls and Procedures

         In September of 2002 the Corporation's President and Chief Financial
         Officer conducted an evaluation of the Corporation's disclosure
         controls and procedures and concluded that there were no material
         weaknesses. No significant changes have been made in the Corporation's
         internal controls and no corrective actions have been taken subsequent
         to the evaluation.

         The Corporation is in the process of adopting procedures for periodic
         evaluation of its disclosure controls and procedures.

<PAGE>

                                                                   page 12 of 14


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)    Exhibits.
                ---------
                99   Officer Certifications

         (b)    Reports on Form 8-K. The Corporation filed a report on Form 8-K
          on July 31, 2002 to report information under Item 5 (Other Events).






                                   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

<TABLE>

<S>                                 <C>
Date:   9/9/02                      /s/ Mark W. Leunig
       ---------------              ---------------------------------------------------
                                    Mark W. Leunig
                                    Sr. Vice President and Chief Administrative Officer


Date:   9/9/02                      /s/ Steven M. Morse
       ---------------              ---------------------------------------------------
                                    Steven M. Morse
                                    Vice President and Chief Financial Officer
</TABLE>


<PAGE>
                                                                   page 13 of 14


                               GENESEE CORPORATION
                                AND SUBSIDIARIES


I, Stephen B. Ashley, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Genesee
          Corporation;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report; and

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report.

Date:  September 9, 2002

                                     /s/ Stephen B. Ashley
                                     ------------------------------------------
                                     President



I, Steven M. Morse, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Genesee
          Corporation;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report; and

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report.

Date:  September 9, 2002

                                     /s/ Steven M. Morse
                                     ------------------------------------------
                                     Vice President and Chief Financial Officer


EXPLANATORY NOTES REGARDING CERTIFICATIONS: Representations 4, 5 and 6 of the
Certifications as set forth in Item 4 of the Form 10-Q General Instructions have
been omitted, consistent with the Transition Provisions of SEC Exchange Act
Release No. 34-46427, because this Quarterly Report on Form 10-Q covers a period
ending before the Effective Date of Rules 13a-14 and 15d-14.