<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 January 25, 2003
                               ----------------

                                       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:

                                                             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 18


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

           Statements Of Net Assets In Liquidation (Liquidation Basis)
                       January 25, 2003 and April 27, 2002
                  (Dollars in thousands, except per share data)

<CAPTION>
<TABLE>
                                                                                                  UNAUDITED
                                                                                               JANUARY 25, 2003      APRIL 27, 2002
                                                                                               ----------------      --------------
<S>                                                                                            <C>                     <C>
ASSETS

           Cash and cash equivalents                                                            $    3,732               $   11,147
           Restricted cash                                                                           5,600                    5,600
           Marketable securities available for sale                                                  5,342                    6,667
           Notes receivable                                                                          2,800                   10,081
           Investment in and notes receivable from unconsolidated real estate partnerships               0                    6,351
           Investment in direct financing and leveraged leases                                          49                      209
           Estimated income tax receivable                                                             842                      994
           Other assets                                                                                332                      811
                                                                                                ----------               ----------
                       Total assets                                                             $   18,697               $   41,860
                                                                                                ==========               ==========
LIABILITIES AND NET ASSETS

           Accrued compensation                                                                 $      917               $    1,245
           Accrued expenses and other liabilities                                                      982                    1,021
           Liquidating distribution payable                                                              0                    8,370
           Accrued self-insured workers compensation                                                 1,260                    1,602
                                                                                                ----------               ----------
                       Total liabilities                                                             3,159                   12,238
                                                                                                ----------               ----------

    Net assets in liquidation                                                                   $   15,538               $   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                                             $     9.28               $    17.69
                                                                                                ==========               ==========
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>
                                                                  Page 3 of 18



                               GENESEE CORPORATION
                                AND SUBSIDIARIES

      Statement Of Changes In Net Assets In Liquidation (Liquidation Basis)
        For the Thirty-Nine and Thirteen Weeks Ended January 25, 2003 and
           For the Seventeen and Thirteen Weeks Ended January 26, 2002
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                     UNAUDITED
<S>                                                                                   <C>
Net assets in liquidation at April 27, 2002                                           $ 29,622
Liquidating distributions paid to shareholders                                         (13,393)
Interest income                                                                            604
Changes in estimated liquidation values of assets and liabilities                       (1,602)
                                                                                      --------
Net assets in liquidation at October 26, 2002                                           15,231
Interest income                                                                            239
Changes in estimated liquidation values of assets and liabilities                           68
                                                                                      --------
Net assets in liquidation at January 25, 2003                                         $ 15,538
                                                                                      ========

Net assets in liquidation at September 29, 2001                                       $ 59,086
Liquidating distributions payable to shareholders                                      (21,763)
Interest income                                                                            411
Changes in estimated liquidation values of assets and liabilities                          197
                                                                                      --------
Net assets in liquidation at October 27, 2001                                           37,931
Interest income                                                                            526
Changes in estimated liquidation values of assets and liabilities                         (915)
                                                                                      --------
Net assets in liquidation at January 26, 2002                                         $ 37,542
                                                                                      ========
</TABLE>

See accompanying notes to consolidated financial statements.



<PAGE>
                                                                   Page 4 of 18


                               GENESEE CORPORATION
                                AND SUBSIDIARIES

           Consolidated Statements of Earnings and Comprehensive Loss
                    Twenty-Two Weeks Ended September 29, 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                                     503
                                                                                      ---------
Operating loss                                                                             (503)
          Investment and interest income                                                    735
          Other income                                                                        5
                                                                                      ---------
                 Earnings from continuing operations before income taxes                    237
Income tax expense                                                                           95
                                                                                      ---------
                 Earnings from continuing operations                                        142

Discontinued operations:
      Loss from operations of the discontinued segments
       (less applicable income tax expense of $714)                                     (21,154)
      Loss on sale of the Foods Division (less applicable income tax benefit of $257)    (1,551)
      Adjustment to the loss on disposal of Genesee Ventures, Inc.
      (less applicable income tax expense of $145)                                          232
                                                                                      ---------
                    Net loss                                                            (22,331)
Other comprehensive income, net of income taxes:
        Unrealized holding gains arising during the period                                  157
                                                                                      ---------
        Comprehensive loss                                                            $ (22,174)
                                                                                      =========
Basic and diluted earnings per share from continuing operations                       $    0.08
Basic and diluted loss per share from discontinued operations                         $  (12.64)
Basic and diluted loss per share from the sale of the Foods Division                  $   (0.93)
Basic and diluted gain per share from disposal of Genesee Ventures, Inc.              $    0.14
                                                                                      ---------
            Basic and diluted loss per share                                          $  (13.35)
                                                                                      =========

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 18



                               GENESEE CORPORATION
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                    TWENTY-TWO WEEKS ENDED SEPTEMBER 29, 2001
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                         UNAUDITED
                                                                                           2001
<S>                                                                                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net earnings from continuing operations                                               $    142
    Adjustments to reconcile net earnings to net
      cash provided by operating activities:
             Net gain on sale of marketable securities                                          (8)
             Deferred tax provision                                                             (2)
             Other                                                                            (293)
    Changes in non-cash assets and liabilities, net of amounts sold:
             Income taxes payable                                                              545
                                                                                         ---------
                        Net cash used in continuing operating activities                       384
             Net cash provided by discontinued operations                                    1,436
                        --------------------------------------------------------------------------
                        NET CASH PROVIDED BY OPERATING ACTIVITIES                            1,820
                        --------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sale of marketable securities                                              2,018
    Purchases of marketable securities and other investments                                (2,160)
                                                                                         ---------
                        Net cash used in continuing investing activities                      (142)
                                                                                         ---------
                 Proceeds from sale of Foods Division                                       22,079
                 Other cash provided by discontinued operations                                535
                                                                                         ---------
             Net cash provided by discontinued operations                                   22,614
                        --------------------------------------------------------------------------
                        NET CASH PROVIDED BY INVESTING ACTIVITIES                           22,472
                        --------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
                        Net cash used in continuing financing activities                         0
             Net cash used in discontinued operations                                       (5,973)
                        --------------------------------------------------------------------------
                        NET CASH USED IN FINANCING ACTIVITIES                               (5,973)
                        --------------------------------------------------------------------------
Net increase in cash and cash equivalents                                                   18,319
Cash and cash equivalents at beginning of the period                                        12,237
             -------------------------------------------------------------------------------------
             CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                               $ 30,556
             =====================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>
                                                                   Page 6 of 18



                              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. 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. The
         Corporation continues to hold some of the leases, which it retained
         after this sale.

         The Corporation sold its Foods Division in October 2001 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. In April
         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 located 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.

         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 7 of 18



                              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 GAAP in the accompanying Statement of Net Assets in Liquidation
         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
         25, 2003.

         Cash and cash equivalents / 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 25, 2003,
         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 investment manager. Valuation of the
         Corporation's marketable securities is based upon closing prices of the
         marketable securities, as provided by the investment manager, at
         January 25, 2003.

         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, 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 25, 2003, the amount remaining
         due to the Corporation from High Falls is $4 million under a
         subordinated note receivable with an original face amount of $4.5
         million. The $4 million balance is payable as follows: $1 million was
         due on December 15, 2002 and $3 million is due on December 15, 2003.
         High Falls did not make the $1 million principal payment due on
         December 15, 2002 and is currently in


<PAGE>
                                                                   Page 8 of 18



                              GENESEE CORPORATION
                                AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE (B) LIQUIDATION BASIS OF ACCOUNTING (CONTINUED)

         default under the terms of the remaining High Falls note. The
         Corporation is currently engaged in discussions with High Falls
         regarding possible restructuring of the High Falls note. The
         Corporation has adjusted the value of the remaining balance of the High
         Falls note on the Statement of Net Assets in Liquidation to $2.8
         million to reflect management's current estimate of the value of the
         note, which is based on the fair market value of publicly traded debt
         instruments of similar quality.

         Investment in direct financing and leveraged leases - Presented at the
         present value of future lease payments of leases renewed for a fixed
         term 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 for future income, the utilization of tax
         credits, carryforwards and carrybacks. Certain amounts included in the
         estimated income tax receivable are subject to audit by both state and
         federal taxing authorities. The Corporation has requested accelerated
         audits from both state and federal taxing authorities for the tax years
         ending April 27, 2002, April 28, 2001, and April 29, 2000. The net
         receivable is an estimation of the accumulation of the payments and
         refunds expected in the future. Because tax returns are filed utilizing
         estimates and management's reasonable 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 the audits
         referred to above have been completed. The tax receivable on the
         Statement of Net Assets is management's estimate of the most probable
         point within the range. Such estimations are often updated as
         additional information becomes available.

         Due to the numerous significant business dispositions that occurred
         during the years which are to be audited, management believes it is
         probable that the results of the aforementioned audits may increase or
         decrease the amount of income tax receivable recorded in the Statement
         of Net Assets by up to approximately $400,000. The Corporation may also
         incur additional professional fees as a result of these audits.

         During the first quarter of fiscal 2003 the estimated income tax
         receivable was reduced by $200,000 related to the Corporation's sale of
         its investment in the two apartment complexes mentioned in Note A.

         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 represent the
         estimated cash costs of operating the Corporation through the expected
         completion date, which has been extended to April 2004 from February
         2004. These run-out costs include personnel, facilities, professional
         fees, and other related costs, and are estimated based on various
         assumptions regarding the number of employees, the use of outside
         professionals (including attorneys and accountants) and other costs.
         The run-out costs estimate was increased by $450,000 in the second
         quarter of fiscal 2003 to reflect management's revised estimate of
         these costs and by $200,000 in the third quarter of fiscal 2003 to
         reflect the extension of the expected completion date to April 2004.
         Given that there is inherent uncertainty in the estimation process,
         actual results could be materially different from the amount that the
         Corporation has estimated.


<PAGE>
                                                                   Page 9 of 18



                              GENESEE CORPORATION
                                AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE (B) LIQUIDATION BASIS OF ACCOUNTING (CONTINUED)

         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. During the
         third quarter of fiscal 2003, the preliminary audit findings were
         modified by New York State resulting in a decrease in this liability by
         $115,000.

         Liquidating Distribution Payable - Exists when the Corporation has
         declared a partial liquidating distribution prior to the date of the
         statement of net assets in liquidation with such distribution to be
         paid subsequent to the statement date. This amount is calculated by
         multiplying the number of outstanding Class A and Class B shares by the
         declared dollar per share amount.

         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.

         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
         25, 2003 and Statement of Changes in Net Assets in Liquidation for the
         thirty-nine and thirteen weeks ended January 25, 2003, and the for the
         seventeen and thirteen weeks ended January 26, 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 statement date.

         Going-Concern Basis Financial Statements

         For the twenty-two week period ended September 29, 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 Statements of Earnings and
         Comprehensive Loss and the Consolidated Statements 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 fiscal 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.


<PAGE>
                                                                  Page 10 of 18



                              GENESEE CORPORATION
                                AND SUBSIDIARIES


NOTE (C) FINANCIAL STATEMENT PRESENTATION (CONTINUED)

         In April 2002, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 145, Rescission of FASB
         Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
         Technical Corrections. Statement No. 145 no longer requires that gains
         and losses on the early extinguishment of debt be classified as an
         extraordinary item. The Corporation has reclassified such extraordinary
         items presented on its consolidated statement of earnings and
         comprehensive loss in prior periods. The remaining provisions of
         Statement No. 145 did not have a material effect on the Corporation's
         financial position or results of operations.

NOTE (D) SUBSEQUENT EVENT

         On February 21, 2003, the Corporation's Board of Directors declared a
         sixth partial liquidating distribution in the amount of $4,185,000, or
         $2.50 per share, payable on March 17, 2003 to Class A and Class B
         shareholders of record on March 10, 2003.

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 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.

         LIQUIDITY AND CAPITAL RESOURCES - JANUARY 25, 2003

         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>                          <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
                                                         ---------                      ----
                                   TOTAL               $56,083,000                    $33.50
                                                       ===========                    ======

</TABLE>

         On February 21, 2003, the Corporation's Board of Directors declared a
         sixth partial liquidating distribution in the amount of $4,185,000, or
         $2.50 per share, payable on March 17, 2003 to shareholders of record on
         March 10, 2003.

         Subject to amounts that the Corporation may hold to discharge
         obligations and potential contingent liabilities, 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 the proceeds from the escrow account from the sale of the
         Foods Division, which is described below; and (c) is allowed to reduce
         the financial assurance for its self-insured workers compensation
         liability described below. The length of time

<PAGE>
                                                                  Page 11 of 18



                              GENESEE CORPORATION
                                AND SUBSIDIARIES


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

         LIQUIDITY AND CAPITAL RESOURCES - JANUARY 25, 2003 (CONTINUED)

         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.
         Management currently estimates that the Corporation's plan of
         liquidation and dissolution will be completed by April 2004.

         Notwithstanding the Corporation's current estimate that the plan of
         liquidation and dissolution will be completed by April 2004, the
         Corporation currently expects that the net realizable value of certain
         assets will not be distributable to shareholders and 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 dissolved Corporation or
         transferred to a post-dissolution entity to be held for the benefit of
         the Corporation's shareholders and will be distributed to shareholders
         as the net realizable value 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.

         The Corporation's unrestricted and restricted cash and cash equivalents
         are invested in commercial bank money market funds. These funds are
         currently yielding approximately 1.2% per annum. Investment in money
         market funds is intended 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.

         Restricted cash represents cash which the Corporation is temporarily
         unable to access. $2.4 million in restricted cash is being held in
         escrow by a nationally chartered bank to cover potential claims arising
         from the sale of the Corporation's Foods Division. The escrow is
         scheduled to expire on April 5, 2003. Upon expiration, the principal
         balance and all accrued interest in the escrow account is payable to
         the Corporation except to the extent that claims for post-closing
         liabilities arising from the sale of the Foods Division exceed
         $250,000. As of January 25, 2003, the total amount of all claims
         chargeable against the escrow account was less than $10,000.

         $3.2 million in restricted cash 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
         "Board") to maintain the $3.2 million standby letter of credit, which
         is in effect through August 2003. The Corporation expects to renew this
         letter of credit or obtain a replacement standby letter of credit in a
         like amount from another commercial bank if the current letter of
         credit is not renewed. 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. Despite a $1.3
         million actuarial valuation of the Corporation's workers compensation
         liability as of January 25, 2003 and the Corporation's expectation that
         the actuarial valuation of its workers compensation liability will
         decline over time as claims are paid, the Board will not review the
         $3.2 million financial security requirement until at least December
         2003 and it is not currently known whether the Board will adjust the
         financial security requirement to an amount more consistent with the
         actuarial valuation of workers compensation liability. It is
         management's current expectation that the 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 will not be available for
         distribution to shareholders until the Corporation is relieved of its
         financial assurance obligation.


<PAGE>
                                                                  Page 12 of 18



                              GENESEE CORPORATION
                                AND SUBSIDIARIES

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

         LIQUIDITY AND CAPITAL RESOURCES - JANUARY 25, 2003 (CONTINUED)

         The Corporation's marketable securities consist of a bond portfolio
         managed by an investment management firm. This portfolio had a fair
         market value of $5,342,000 at January 25, 2003. The investments in this
         portfolio include $819,000 in U.S. treasury notes and government agency
         bonds with the balance of $4,523,000 invested in corporate bonds. The
         portfolio at January 25, 2003 has a Moody's dollar weighted average
         rating of A1. The portfolio currently has a weighted average duration
         of approximately 1.44 years. The current weighted average yield to
         maturity is approximately 2.47%.

         During the first two quarters of fiscal 2003, the Corporation received
         $6.1 million in principal payments from High Falls in full satisfaction
         of two High Falls bridge notes described in Note B to the accompanying
         consolidated financial statements. The remaining $4 million note
         receivable from High Falls 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
         $1 million principal payment. Interest is paid quarterly. The $4
         million balance is payable as follows: $1 million was due on December
         15, 2002 and $3 million is due on December 15, 2003. High Falls did not
         make the $1 million principal payment due on December 15, 2002. As a
         result of this default, the Corporation is engaged in discussions with
         High Falls regarding the possible restructuring of the note. The
         December 15, 2003 principal payment can be extended by High Falls to
         December 15, 2005 if High Falls does not achieve 2.5 million barrels of
         contract brewing volume as measured from December 15, 2000 through
         December 15, 2003. High Falls has certified to the Corporation that as
         of December 31, 2002, it has achieved 2,153,946 barrels of contract
         brewing volume since December 15, 2000.

         The $4 million 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 $4 million 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 High Falls note on its Statement of Net Assets in
         Liquidation to $2.8 million to reflect management's current estimate of
         the value of the note, which is 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.

         In the first quarter of fiscal 2003, 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.

         In the second quarter of fiscal 2003, the Corporation sold its two real
         estate investments that are described in Note A to the accompanying
         consolidated financial statements for $4.5 million. 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. Also, as a result of these sales the estimated
         income tax receivable line item in the Statement of Net Assets was
         decreased by $200,000.


<PAGE>
                                                                  Page 13 of 18



                              GENESEE CORPORATION
                                AND SUBSIDIARIES

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

         LIQUIDITY AND CAPITAL RESOURCES - JANUARY 25, 2003 (CONTINUED)

         Other assets decreased during the first three quarters of fiscal 2003
         primarily as a result of prepaid insurance amortization, the receipt of
         $168,000 in insurance refunds, and the collection of $167,000 from
         certain officers on outstanding loans, which have now been completely
         repaid.

         Accrued compensation as presented in the Statement of Net Assets
         decreased from its April 27, 2002 balance by $328,000. This decrease is
         a result of the payment of compensation related costs of approximately
         $600,000 and an increase in the compensation component of the run-out
         accrual in the second quarter by approximately $300,000.

         Accrued expenses and other liabilities decreased by $39,000 from its
         April 27, 2002 balance. This net decrease is primarily the result of
         the payment of $551,000 of incurred operating costs, the increase of an
         accrual by $235,000 which represents modified preliminary results from
         a New York State sales and use tax audit related to the Corporation's
         former brewing business, and an increase in the administrative
         component of the run-out accrual in the second and third quarters by
         approximately $150,000 and $200,000, respectively.

         The accrued self-insured workers compensation liability decreased by
         $342,000 in the first three quarters of fiscal 2003 as a result of
         regular and expected payments on claims.


         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 amount and timing of
         payments to the Corporation by High Falls Brewing Company LLC ("High
         Falls") under the remaining promissory note described in Note B to the
         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 to 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; and risks
         associated with the liquidation and dissolution of the Corporation,
         including without limitation, settlement of the Corporation's
         liabilities and obligations,


<PAGE>
                                                                  Page 14 of 18



                              GENESEE CORPORATION
                                AND SUBSIDIARIES

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

         FORWARD-LOOKING STATEMENTS (CONTINUED)

         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 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 within 90 days of the filing date of this quarterly
         report. Based on that evaluation, the Corporation concluded that the
         design and operation of its disclosure controls and procedures were
         effective. There have been no significant changes in internal controls
         or in other factors that could significantly affect internal controls
         subsequent to the date of such evaluation.





<PAGE>
                                                                  Page 15 of 18



                              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 reports on
                  Form 8-K on November 14, 2002, December 3, 2002 and December
                  24, 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


Date:   3/7/03                        /s/ Stephen B. Ashley
       --------------------           ------------------------------------
                                      Stephen B. Ashley
                                      President


Date:   3/7/03                        /s/ Steven M. Morse
       -------------------            ------------------------------------
                                      Steven M. Morse
                                      Vice President and Chief Financial Officer



<PAGE>
                                                                  Page 16 of 18



                              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.

     4.  The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)  designed such disclosure controls and procedures to ensure that
             material information relating to the registrant, including its
             consolidated subsidiaries, is made known to us by others within
             those entities, particularly during the period in which this
             quarterly report is being prepared;

         b)  evaluated the effectiveness of the registrant's disclosure controls
             and procedures as of a date within 90 days prior to the filing date
             of this quarterly report (the "Evaluation Date"); and

         c)  presented in this quarterly report our conclusions about the
             effectiveness of the disclosure controls and procedures based on
             our evaluation as of the Evaluation Date.

     5.  The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

         a)  all significant deficiencies in the design or operation of internal
             controls which could adversely affect the registrant's ability to
             record, process, summarize and report financial data and have
             identified for the registrant's auditors any material weaknesses in
             internal controls; and

         b)  any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal controls; and

     6.  The registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


Date:  March 7, 2003

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




<PAGE>
                                                                  Page 17 of 18



                              GENESEE CORPORATION
                                AND SUBSIDIARIES

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.

     4.  The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)  designed such disclosure controls and procedures to ensure that
             material information relating to the registrant, including its
             consolidated subsidiaries, is made known to us by others within
             those entities, particularly during the period in which this
             quarterly report is being prepared;

         b)  evaluated the effectiveness of the registrant's disclosure controls
             and procedures as of a date within 90 days prior to the filing date
             of this quarterly report (the "Evaluation Date"); and

         c)  presented in this quarterly report our conclusions about the
             effectiveness of the disclosure controls and procedures based on
             our evaluation as of the Evaluation Date.

     5.  The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

         a)  all significant deficiencies in the design or operation of internal
             controls which could adversely affect the registrant's ability to
             record, process, summarize and report financial data and have
             identified for the registrant's auditors any material weaknesses in
             internal controls; and

         b)  any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal controls; and

     6.  The registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


Date:  March 7, 2003

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