<PAGE>
                                                    Index to Exhibits 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 January 31, 2004

                                       OR

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

For the transition period from_________________to_______________

                         Commission File Number 0 - 1653

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

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

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X]    No [ ]

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

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

<TABLE>
<CAPTION>
                                                           Number of Shares
                 Class                                        Outstanding
                 -----                                        -----------
<S>                                                        <C>
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
</TABLE>
<PAGE>

                                                                    Page 2 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

           Statement Of Net Assets In Liquidation (Liquidation Basis)
                        January 31, 2004 and May 3, 2003
                 (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                   January 31, 2004        May 3, 2003
                                                                                   ----------------        -----------
<S>                                                                                <C>                     <C>
ASSETS

       Cash and cash equivalents                                                      $    4,368            $    6,572
       Restricted cash                                                                     3,200                 3,200
       Marketable securities available for sale                                                0                 3,010
       Note receivable                                                                     1,100                 2,800
       Estimated income tax receivable, net                                                  115                     0
       Other assets                                                                          203                   353
                                                                                      ----------            ----------
                   Total assets                                                       $    8,986            $   15,935
                                                                                      ==========            ==========

LIABILITIES AND NET ASSETS

       Accrued compensation                                                           $      222            $      525
       Accrued expenses and other liabilities                                                602                   874
       Estimated income tax payable, net                                                       0                 4,664
       Accrued self-insured workers compensation                                           1,065                 1,495
                                                                                      ----------            ----------
                   Total liabilities                                                       1,889                 7,558
                                                                                      ----------            ----------

    Net assets in liquidation                                                         $    7,097            $    8,377
                                                                                      ==========            ==========

    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                                   $     4.24            $     5.00
                                                                                      ==========            ==========
</TABLE>

    See accompanying notes to consolidated financial statements.

<PAGE>

                                                                    Page 3 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

      Statement Of Changes In Net Assets In Liquidation (Liquidation Basis)
  For the Thirteen Week and Thirty Nine Week Periods Ended January 31, 2004 and
                                January 25, 2003
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                                 2004                2003
                                                                                               ---------           --------
<S>                                                                                            <C>                 <C>
Net assets in liquidation at May 3, 2003 and April 27, 2002, respectively                      $   8,377           $ 29,622

High Falls subordinated note receivable:

              Interest income                                                                        140                120

Interest income, net                                                                                  12                194

Changes in estimated liquidation values of assets and liabilities                                      2                (17)
                                                                                               ---------           --------

Net assets in liquidation at August 2, 2003 and July 27, 2002, respectively                        8,531             29,919

Liquidating distributions paid to shareholders                                                         0            (13,393)

High Falls subordinated note receivable:

              Interest income                                                                         70                120

              Change in fair value                                                                (1,700)            (1,200)

Interest (expense) income, net                                                                       (58)               179

Changes in estimated liquidation values of assets and liabilities                                   (163)              (394)
                                                                                               ---------           --------

Net assets in liquidation at November 1, 2003 and October 26, 2002, respectively                   6,680             15,231

High Falls subordinated note receivable:

              Interest income                                                                        120                120

Interest (expense) income, net                                                                       (60)               119

Changes in estimated liquidation values of assets and liabilities                                    357                 68
                                                                                               ---------           --------

Net assets in liquidation at January 31, 2004 and January 25, 2003, respectively               $   7,097           $ 15,538
                                                                                               =========           ========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

                                                                    Page 4 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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

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

                  The Corporation sold a significant portion of its equipment
                  lease portfolio in December 2000 and received $12.8 million in
                  proceeds. Since then, the Corporation continued to hold and
                  manage a small number of leases that it retained after this
                  sale. The final lease matured in November 2003 resulting in
                  the conclusion of the Corporation's equipment leasing
                  activities.

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

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

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

                  With the sale of its interest in the apartment complexes
                  mentioned above, the Corporation completed the liquidation
                  phase of its plan of liquidation and dissolution.

NOTE (B)          Liquidation Basis of Accounting

                  With the sale of its Foods Division, which is described in
                  Note A, the Corporation adopted the liquidation basis of
                  accounting 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 5 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE (B)          Liquidation Basis of Accounting (continued)

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

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

                  Following are assumptions utilized by management in assessing
                  the fair value of assets and the expected settlement values of
                  liabilities included in the Statement of Net Assets in
                  Liquidation as of January 31, 2004.

                  Cash and cash equivalents and restricted cash - Presented at
                  face value. The Corporation considers all highly liquid
                  investments with original maturities of three months or less
                  to be cash equivalents. The Corporation maintains balances in
                  various operating and money market accounts in excess of
                  federally insured limits. At January 31, 2004, substantially
                  all cash balances were in excess of federally insured limits.
                  The Corporation's Board of Directors (the "Board") has adopted
                  a Contingent Liability Reserve Policy whereby the Corporation
                  will maintain a cash contingency reserve equal to $2.5
                  million, or $1.50 per outstanding share, for unexpected
                  expenses of the Corporation. The amount of the reserve may be
                  modified in the future by the Board as deemed necessary. The
                  balance of this reserve is $2.5 million at January 31, 2004;
                  however, it is not classified as restricted or as a liability
                  in the accompanying Statement of Net Assets in Liquidation.

                  Marketable securities available for sale - Presented at quoted
                  market prices. The Corporation had maintained a portfolio that
                  consisted predominantly of high quality corporate bonds which
                  was managed by an independent third party investment manager.
                  Valuation of the Corporation's marketable securities was based
                  upon closing prices of their marketable securities, as
                  provided by the investment manager. During the second quarter
                  of fiscal 2004 the Corporation liquidated its portfolio by
                  selling all of its marketable securities.

<PAGE>

                                                                    Page 6 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE (B)          Liquidation Basis of Accounting (continued)

                  Notes receivable - Stated at fair value, which has been
                  discounted from face value as described below. As partial
                  consideration for the sale of its brewing business in December
                  2000, the Corporation received $11 million in notes receivable
                  from High Falls. On July 30, 2002 the Corporation received
                  $5.9 million in satisfaction of the remaining principal
                  balance due on two bridge notes with original face amounts of
                  $3.5 million and $3 million. This prepayment was in accordance
                  with the terms of the notes, which required prepayment at such
                  time as the buyer received proceeds from government backed
                  loans. At January 31, 2004, the amount remaining due to the
                  Corporation from High Falls is $4 million under a subordinated
                  note with an original face amount of $4.5 million (the "High
                  Falls Note"). The $4 million balance was payable as follows:
                  $1 million was due on December 15, 2002 and $3 million was due
                  on December 15, 2003. High Falls did not make the $1 million
                  principal payment due on December 15, 2002 or the $3 million
                  principal payment due on December 15, 2003 and is currently in
                  default under the terms of the High Falls Note. During the
                  second quarter of fiscal 2003 the Corporation adjusted the
                  value of the $4 million balance due on the High Falls Note to
                  $2.8 million to reflect management's estimate of the value of
                  the note, based on the fair market value of publicly traded
                  debt instruments of similar quality. The Corporation had been
                  in discussions with High Falls regarding the restructuring of
                  the High Falls Note in connection with the possible
                  recapitalization of High Falls Brewing Company. In November
                  2003 High Falls notified the Corporation that High Falls'
                  efforts to recapitalize High Falls in a transaction with a
                  third party had ended unsuccessfully and that High Falls would
                  not be able to make the December 15, 2003 $3 million principal
                  payment. A proposal from High Falls to refinance the remaining
                  balance of the High Falls Note is expected soon. As a result
                  of these developments, in November 2003 management reduced its
                  estimate of the value of the High Falls Note by another $1.7
                  million to $1.1 million, based on the fair market value of
                  publicly traded debt instruments of similar quality.

                  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 taxes and
                  estimated interest currently owed on prior year tax
                  underpayments and estimated amounts of taxes to be received
                  within the next year. It includes adjustments for estimates of
                  future expenditures, the utilization of tax credits, and
                  carryforwards and carrybacks.

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

                  As tax returns are filed utilizing management's interpretation
                  of applicable rules, the actual results after a tax audit can
                  be different from amounts initially filed. Based upon all
                  known facts, management has made an estimation of the range of
                  probable outcomes after all tax returns have been filed and
                  reviewed by the taxing authorities and during the third
                  quarter of fiscal 2004, a $365,000 adjustment was recorded by
                  the Corporation which replaced a $250,000 estimated income tax
                  liability with a $115,000 estimated income tax receivable. The
                  estimated income tax receivable on the accompanying Statement
                  of Net Assets in Liquidation is management's estimate of the
                  most probable point within the range. Such estimates are often
                  updated as additional information becomes available.

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

<PAGE>

                                                                    Page 7 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE (B)          Liquidation Basis of Accounting (continued)

                  Other assets - Valued based on management estimates. At
                  January 31, 2004 the $203,000 balance is primarily comprised
                  of prepaid insurance, accrued interest receivable, and a note
                  receivable from a former customer of the Genesee Brewing
                  Company, Inc., that the Corporation retained after the sale of
                  its brewing business to High Falls.

                  Accrued compensation and accrued expenses and other
                  liabilities - Based on management's estimate. These are the
                  estimated costs to complete the Plan of Liquidation and
                  Dissolution, and represent the estimated cash costs of
                  operating the Corporation through April 2004 and for an
                  additional wind-up phase after April 2004. During the second
                  and third quarters of fiscal 2004 the estimate of certain
                  costs were adjusted to reflect management's current
                  expectations.

                  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. Due to the inherent uncertainty in the
                  estimation process, actual results could be materially
                  different. The table below details these costs by category as
                  of May 3, 2003 and January 31, 2004 and the expenditures and
                  management adjustments that occurred during the first three
                  quarters of fiscal 2004.

<TABLE>
<CAPTION>
                                                         Nine Months Ended     Nine Months Ended
                                      May 3, 2003         January 31, 2004      January 31, 2004    January 31, 2004
          Category                      Balance             Expenditures           Adjustments           Balance
--------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                <C>                   <C>                  <C>
Compensation and related costs        $  525,000            $  (303,000)           $         0          $  222,000
------------------------------------------------------------------------------------------------------------------
Office expenses,
including rent                            54,000                (33,000)               (11,000)             10,000
------------------------------------------------------------------------------------------------------------------
Insurance expense                        200,000               (101,000)                51,000             150,000
------------------------------------------------------------------------------------------------------------------
Professional fees                        205,000               (317,000)               191,000              79,000
------------------------------------------------------------------------------------------------------------------
Post April 2004 costs                    300,000                      0                      0             300,000
------------------------------------------------------------------------------------------------------------------
Other                                    115,000                (81,000)                29,000              63,000
------------------------------------------------------------------------------------------------------------------
Totals                                $1,399,000            $  (835,000)           $   260,000          $  824,000
------------------------------------------------------------------------------------------------------------------
</TABLE>

                  The $191,000 adjustment to the professional fees estimate is
                  primarily related to an expected increase in legal and
                  accounting costs as the Corporation appropriately positions
                  itself for its post April 2004 phase to wind up its business.

<PAGE>

                                                                    Page 8 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE (B)          Liquidation Basis of Accounting (continued)

                  Accrued self-insured workers compensation - Based on an
                  independent actuarial valuation. The Corporation's brewing and
                  foods businesses were self-insured for workers compensation
                  claims and the Corporation retained this liability after those
                  businesses were sold. In connection with this liability, the
                  Corporation is required by the New York Workers Compensation
                  Board (the "Compensation Board") to maintain the $3.2 million
                  standby letter of credit, which has been renewed through
                  August 2004. The issuing bank required the Corporation to
                  collateralize the letter of credit by maintaining a cash
                  balance of $3.2 million in a money-market account with the
                  bank.

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

NOTE (C)          Financial Statement Presentation

                  Liquidation Basis Financial Statements

                  The Corporation's Statement of Net Assets in Liquidation as of
                  January 31, 2004 and Statement of Changes in Net Assets in
                  Liquidation for the thirteen week and thirty nine week periods
                  ended January 31, 2004 and January 25, 2003 presented herein
                  are unaudited. The May 3, 2003 Statement of Net Assets has
                  been audited. In the opinion of management, these financial
                  statements reflect all adjustments which are necessary for a
                  fair presentation of the results for the interim period
                  presented.

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

                  The accompanying financial statements have been prepared in
                  accordance with GAAP and Securities and Exchange Commission
                  (the "SEC") guidelines applicable to interim financial
                  information. These statements should be reviewed in
                  conjunction with the Corporation's annual report on Form 10-K
                  for the fiscal year ended May 3, 2003. It is the Corporation's
                  policy to reclassify certain amounts in the prior year
                  consolidated financial statements to conform to the current
                  year presentation.

NOTE (D)          Class B Common Stock De-listing and Closing of Stock Books

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

<PAGE>

                                                                    Page 9 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

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

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

                  LIQUIDITY AND CAPITAL RESOURCES  - JANUARY 31, 2004

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

<TABLE>
<CAPTION>
                                         AMOUNT                      AMOUNT
   DATE PAID                           DISTRIBUTED                 PER SHARE
   ---------                           -----------                 ---------
<S>                                    <C>                         <C>
March 1, 2001                          $12,557,000                    $ 7.50
November 1, 2001                        21,763,000                     13.00
May 17, 2002                             8,370,000                      5.00
August 26, 2002                          8,370,000                      5.00
October 11, 2002                         5,023,000                      3.00
March 17, 2003                           4,185,000                      2.50
April 28, 2003                           2,511,000                      1.50
                                       -----------                    ------
             TOTAL                     $62,779,000                    $37.50
                                       ===========                    ======
</TABLE>

                  Subject to amounts that the Corporation may hold to discharge
                  obligations and potential contingent liabilities (see
                  Contingent Liability Reserve Policy described below), the
                  Corporation expects to pay additional liquidating
                  distributions as the Corporation: (a) receives payments on the
                  remaining promissory note described in Note B to the
                  accompanying consolidated financial statements which accompany
                  this report; (b) is allowed to reduce the financial assurance
                  for its self-insured workers compensation liability described
                  below; (c) reduces the amount of the Contingent Liability
                  Reserve described below. The length of time that will be
                  required to wind-up the Corporation's affairs is uncertain and
                  will impact the value of the Corporation's net assets in
                  liquidation due to the ongoing expense of operating the
                  Corporation. While Management has targeted that the Plan of
                  Liquidation and Dissolution will be completed by April 2004,
                  there will be a further phase required to wind up its
                  business, necessitated by certain assets and liabilities
                  having a longer maturity or term. While the duration of this
                  additional phase is unknown, there will be costs associated
                  with it. The Corporation has estimated the present value of
                  those costs at $300,000 and this amount has been recorded as a
                  part of the run-out accrual and reflected in the accrued
                  expenses and other liabilities line in the accompanying
                  Statement of Net Assets in Liquidation.

<PAGE>

                                                                   Page 10 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

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

                  LIQUIDITY AND CAPITAL RESOURCES  - JANUARY 31, 2004
                  (continued)

                  As a result of certain assets and liabilities having a
                  maturity or term beyond April 2004, the Corporation currently
                  expects that the net realizable value of certain assets,
                  including the High Falls note receivable, will not be
                  distributable to shareholders by that date and that certain of
                  the Corporation's liabilities, including the workers
                  compensation liability described below, will not be discharged
                  by that date. All such assets and liabilities will be retained
                  by the Corporation or transferred to a post-dissolution entity
                  to be held for the benefit of the Corporation's shareholders
                  and cash will be distributed to shareholders as the net
                  realizable values of such retained assets become distributable
                  after discharging any retained liabilities.

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

                  The Corporation's unrestricted and restricted cash and cash
                  equivalents are invested in commercial bank money market funds
                  to earn a market rate of return on those funds and give the
                  Corporation the security and flexibility required as it
                  completes the liquidation and dissolution process. These funds
                  are currently yielding approximately 1.0% per annum. The
                  Corporation's Board of Directors (the "Board") has adopted a
                  Contingent Liability Reserve Policy whereby the Corporation
                  will maintain a cash contingency reserve equal to $2.5
                  million, or $1.50 per outstanding share, for unexpected
                  expenses of the Corporation. The amount of the reserve may be
                  modified in the future by the Board as deemed necessary. The
                  balance of this reserve is $2.5 million at January 31, 2004;
                  however, it is not classified as restricted or as a liability
                  in the accompanying Statement of Net Assets in Liquidation.

                  Restricted cash represents cash that the Corporation is
                  temporarily unable to access. Restricted cash in the amount of
                  $3.2 million is being held in a money-market account with a
                  commercial bank as collateral for a standby letter of credit
                  issued by the bank to provide statutorily required financial
                  assurance for the Corporation's self-insured workers
                  compensation liability. The Corporation is required by the New
                  York Workers Compensation Board (the "Compensation Board") to
                  maintain the $3.2 million standby letter of credit, which has
                  been renewed through August 2004. The issuing bank requires
                  the Corporation to collateralize the letter of credit by
                  maintaining a cash balance of $3.2 million in a money-market
                  account with the bank. The Compensation Board has recently
                  completed its review of the $3.2 million financial security
                  requirement and has decided it will not adjust the financial
                  security requirement to an amount more consistent with the
                  $1.1 million actuarial valuation of the workers compensation
                  liability recorded in the accompanying Statement of Net Assets
                  in Liquidation. It is management's current expectation that
                  the Compensation Board will require the Corporation to
                  maintain some amount of financial assurance for the
                  actuarially determined duration of the self-insured workers
                  compensation liability, which is currently estimated to be
                  twenty to twenty-five years, and any such amount would not be
                  available for distribution to shareholders until the
                  Corporation is relieved of its financial assurance obligation.

                  The Corporation's marketable securities consisted of a bond
                  portfolio managed by an investment management firm. This
                  portfolio was liquidated during the second quarter of fiscal
                  2004 with the proceeds invested in commercial bank money
                  market funds.

<PAGE>

                                                                   Page 11 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

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

                  LIQUIDITY AND CAPITAL RESOURCES  - JANUARY 31, 2004
                  (continued)

                  During the first three quarters of fiscal 2004, the
                  Corporation received $362,000 in interest from High Falls on
                  the High Falls Note that is described in Note B to the
                  accompanying consolidated financial statements. The remaining
                  High Falls Note bears interest at the rate of 12% per annum;
                  however, interest is currently accruing at the default rate of
                  14% per annum as a result of the default by High Falls on the
                  December 15, 2002 and December 15, 2003 $1 million and $3
                  million principal payments, respectively. However, the
                  Corporation has only received interest at 12% for its June 15,
                  2003, September 15, 2003, and December 15, 2003 quarterly
                  interest payments. The $4 million balance was payable as
                  follows: $1 million was due on December 15, 2002 and $3
                  million was due on December 15, 2003. As mentioned above, High
                  Falls did not make the $1 million or $3 million principal
                  payments. The Corporation had been in discussions with High
                  Falls regarding the restructuring of the High Falls Note in
                  connection with the possible recapitalization of High Falls
                  Brewing Company. In November 2003 High Falls notified the
                  Corporation that High Falls' efforts to recapitalize High
                  Falls in a transaction with a third party had ended
                  unsuccessfully. A proposal from High Falls to refinance the
                  remaining balance of the High Falls Note is expected soon.
                  Under the current arrangement with High Falls, the December
                  15, 2003 principal payment could have been extended by High
                  Falls to December 15, 2005 if High Falls did not achieve 2.5
                  million barrels of contract brewing volume as measured from
                  December 15, 2000 through December 15, 2003. High Falls, which
                  is required to certify its contract volume annually, has
                  certified to the Corporation that as of December 15, 2003, it
                  has achieved 2,720,083 barrels of contract brewing volume
                  since December 15, 2000.

                  The High Falls Note is subordinate to High Falls' senior bank
                  debt and mezzanine financing. Under the terms of the senior
                  debt agreements, in the event of a default by High Falls, the
                  senior lenders could declare a standstill, which would prevent
                  the Corporation from receiving principal and interest payments
                  and enforcing its rights against collateral pledged by High
                  Falls to secure the High Falls Note. If the senior lenders
                  were to declare a standstill, payments to the Corporation and
                  the Corporation's rights against collateral pledged to secure
                  the note could be suspended indefinitely. The terms of the
                  High Falls seller financing are detailed in exhibits to the
                  Corporation's report on Form 8-K filed on January 2, 2001.

                  During the second quarter of fiscal 2003, the Corporation
                  adjusted the value of the $4 million balance due on the High
                  Falls Note to $2.8 million to reflect management's estimate of
                  the value of the note, based on the fair market value of
                  publicly traded debt instruments of similar quality. As a
                  result of the developments described above, in November 2003
                  management reduced its estimate of the value of the High Falls
                  Note by another $1.7 million, to $1.1 million, based on the
                  fair market value of publicly traded debt instruments of
                  similar quality. This adjustment had no effect on the
                  estimated income tax receivable amount presented in the
                  Statement of Net Assets in Liquidation.

                  Other than the $260,000 fiscal 2004 adjustments to the
                  estimated costs to complete the Corporation's Plan of
                  Liquidation and Dissolution, which are primarily related to
                  professional fees and are included in Note B to the
                  accompanying consolidated financial statements, the accrued
                  compensation and accrued expenses and other liabilities line
                  items decreased during the first three quarters of fiscal 2004
                  as a result of the occurrence of anticipated expenditures.

<PAGE>

                                                                   Page 12 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

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

                  LIQUIDITY AND CAPITAL RESOURCES  - JANUARY 31, 2004
                  (continued)

                  During the first quarter of fiscal 2004, the Corporation paid
                  $4.7 million to the Internal Revenue Service on account. As a
                  result, the estimated net income tax payable financial
                  statement line item decreased accordingly.

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

         Forward-Looking Statements

         This report contains forward-looking statements within the meaning of
         the federal securities laws. These forward-looking statements include
         estimates of the net assets of the Corporation in liquidation,
         statements about the amount and timing of the payment of additional
         liquidating distributions and statements about the Corporation's
         operating costs through final dissolution, including the additional
         wind-up phase beyond April 2004, which will vary with the length of
         time it operates. The cautionary statements regarding estimates of net
         assets in liquidation set forth in Note B to the accompanying
         consolidated financial statements that accompany this report are
         incorporated herein by reference. The forward-looking statements in
         this report are subject to a number of other significant risks and
         uncertainties, and there can be no assurance that the expectations
         reflected in those statements will be realized or achieved. Such risks
         and uncertainties include, without limitation, the amount and timing of
         payments to the Corporation by High Falls under the remaining
         promissory note described in Note B to the accompanying consolidated
         financial statements which accompany this report; the possible
         extension of payment or renegotiation of terms as a result of the
         default by High Falls under that note; possible contingent liabilities
         and post-closing indemnification and other obligations arising from the
         sale of the Corporation's operating businesses and other assets; the
         risk that federal, state or local taxing authorities will audit the tax
         returns filed by the Corporation that report the sale of its brewing,
         foods and equipment leasing businesses and other assets resulting in
         additional taxes being assessed against the Corporation; the risk that
         income, sales, use and other tax returns filed by the Corporation prior
         to the divestiture of its brewing, foods and equipment leasing
         businesses might be audited by federal, state or local taxing
         authorities resulting in additional taxes being assessed against the
         Corporation; the risk that the Corporation may not be able to realize
         its current estimate of the net value of its assets; the risk that the
         Corporation may have underestimated the settlement expense of its
         obligations and liabilities, including without limitation, its
         estimates of self-insured workers compensation liability, accrued
         compensation, and tax liabilities; risks associated with the
         liquidation and dissolution of the Corporation, including without
         limitation, settlement of the Corporation's liabilities and
         obligations, costs incurred in connection with carrying out the plan of
         liquidation and dissolution and additional run-out expense, discharge
         of contingent liabilities, and the winding up and dissolution of the
         Corporation.

Item 4. Controls and Procedures

         In accordance with Securities Exchange Act of 1934 rules, the
         Corporation's management, under the supervision of the President and
         Chief Financial Officer, conducted an evaluation of the effectiveness
         of the design and operation of the Corporation's disclosure controls
         and procedures as of the end of the period covered by this quarterly
         report. Based on that evaluation, the Corporation concluded that the
         design and operation of its disclosure controls and procedures were
         effective. There has been no change in the Corporation's internal
         control over financial reporting that occurred during the period
         covered by this quarterly report, that has materially affected, or is
         reasonably likely to affect, the Corporation's internal control over
         financial reporting.

<PAGE>

                                                                   Page 13 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits:

         See Exhibit Index at Page 14 of this report.

         (b) Reports on Form 8-K. The Corporation filed reports on Form 8-K
             on November 7, 2003 and December 23, 2003 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

Date: 3/04/04                        /s/ Stephen B. Ashley
                                     -----------------------------
                                     Stephen B. Ashley
                                     President

Date: 3/04/04                        /s/ Steven M. Morse
                                     ----------------------------
                                     Steven M. Morse
                                     Vice President and Chief Financial Officer

<PAGE>

                                                                   Page 14 of 17

                               GENESEE CORPORATION
                                AND SUBSIDIARIES

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
 Number                                       Exhibit                                                           Page No.
----------- -----------------------------------------------------------------------------------                 --------
<S>         <C>                                                                                                 <C>
   31       Officer Certifications as required by Section 302 of the Sarbanes-Oxley Act of 2002.                   15

   32       Officer Certifications as required by Section 906 of the Sarbanes-Oxley Act of 2002.                   17
</TABLE>