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, 1997

                                       OR

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

Commission File Number   0-1653

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

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

 445 St. Paul Street, Rochester, New York                             14605
 (Address of principal executive offices)                           (ZipCode)

Registrant's telephone number, including area code   (716)  546-1030

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


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

                                            Number of Shares
                Class                         Outstanding


      Class A Common Stock (voting),            209,885
        par value $.50 per share


      Class B Common Stock (non-voting),      1,407,342
        par value $.50 per share


                                       1
<PAGE>

                                          



                                   GENESEE CORPORATION AND SUBSIDIARIES
                                        CONSOLIDATED BALANCE SHEETS
                                    January 25, 1997 and April 30, 1996
<TABLE>

                                                                                      UNAUDITED                         AUDITED
(Dollars in Thousands)                                                            January 25, 1997                  April 30, 1996

<S>                                                                               <C>                               <C>
ASSETS
  Current assets:
  Cash and cash equivalents                                                      $       1,925                           2,560
  Marketable securities available for sale                                              32,042                          34,896
  Trade accounts receivable, less allowance for doubtful receivables
    of $402 at January 25, 1997; $433 at April 30, 1996                                 11,235                          13,168
  Inventories, at lower of cost (first-in, first-out) or market                         12,983                          11,959
  Deferred income tax assets                                                               899                             898
  Other current assets                                                                   1,238                           1,376
        Total current assets                                                            60,322                          64,857

  Net property, plant and equipment                                                     32,779                          30,306
  Investment in and notes receivable from unconsolidated real estate partnerships        8,345                           8,466
  Investments in direct financing and leveraged leases                                  31,899                          28,092
  Other assets                                                                           2,403                           2,314
        Total assets                                                                   135,748                         134,035

LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
    Accounts payable                                                                     9,360                          10,210
    Income taxes payable                                                                   935                             455
    Federal and state beer taxes payable                                                   918                           2,246
    Accrued expenses and other                                                           7,617                           5,827
   
  Total current liabilities                                                             18,830                          18,738

    Deferred income tax liabilities                                                      7,899                           7,482
    Accrued postretirement benefits                                                     15,526                          15,526
    Other liabilities                                                                      405                             428
        
        Total liabilities                                                               42,660                          42,174

  Minority interests in consolidated subsidiaries                                        1,828                           1,527
  Shareholders' equity:
     Common stock Class A                                                                  105                             105
     Common stock Class B                                                                  753                             753
     Additional paid-in capital                                                          5,849                           5,839
     Retained earnings                                                                  87,429                          87,285
     Unrealized gain / (loss) on marketable securities, net of income taxes                629                            (113)
     Less treasury stock, at cost                                                        3,505                           3,535
        Total shareholders' equity                                                      91,260                          90,334

        Total liabilities and shareholders' equity                              $      135,748                         134,035

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

                                       2
<PAGE>



<TABLE>
                                      GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                                   CONSOLIDATED STATEMENTS
                                               OF EARNINGS AND RETAINED EARNINGS
                                  Thirteen Weeks Ended January 25, 1997 and January 27, 1996

(Dollars in Thousands,
Except Per Share Data)

                                                                                        UNAUDITED


                                                                            1997                        1996
<S>                                                                       <C>                         <C> 
Revenues                                                                  $44,644                      41,358

Federal and state beer taxes                                                9,315                       8,990
   Net revenues                                                            35,329                      32,368

Cost of sales                                                              27,557                      25,638
   Gross profit                                                             7,772                       6,730

Selling, general and administrative expenses                                8,242                       7,486
   Operating loss                                                            (470)                       (756)

Investment income                                                           1,120                         959
Other income / (expense), net                                                 150                          99
Interest of minority partners in earnings of
   consolidated subsidiaries                                                 (154)                       (204)

Earnings before income taxes                                                  646                          98 

Income taxes                                                                  232                          39

Net earnings - $.26 per share in 1997
   and $.04 in 1996                                                           414                          59

Retained earnings at beginning of period                                   87,015                      85,895

   
Retained earnings at end of period                                        $87,429                      85,954

    See accompanying notes to consolidated financial statements.

</TABLE>

                                       3
<PAGE>

<TABLE>
                                   GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                              CONSOLIDATED STATEMENTS
                                         OF EARNINGS AND RETAINED EARNINGS
                            Thirty Nine Weeks Ended January 25, 1997 and January 27, 1996

(Dollars in Thousands,
Except Per Share Data)

                                                                                               UNAUDITED

                                                                                   1997                        1996
<S>                                                                             <C>                           <C>
Revenues                                                                        $143,508                     136,881 

  Federal and state beer taxes                                                    30,780                      30,824

Net revenues                                                                     112,728                     106,057

  Cost of sales                                                                   85,881                      82,612

Gross profit                                                                      26,847                      23,445

  Selling, general and administrative expenses                                    26,010                      24,366

Operating income / (loss)                                                            837                        (921)

  Investment income                                                                2,252                       2,561
  Other income / (expense), net                                                      292                         175
  Interest of minority partners in earnings of
    consolidated subsidiaries                                                       (503)                       (519)

Earnings before income taxes                                                       2,878                       1,296

  Income taxes                                                                     1,036                         518

Net earnings - $1.14 per share in 1997
    and $.48 in 1996                                                               1,842                         778
  
Retained earnings at beginning of period                                          87,285                      86,870

  Less: Dividends - $1.05 per share in 1997
    and $1.05 per share in 1996                                                    1,698                       1,694

Retained earnings at end of period                                               $87,429                      85,954

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

                                       4
<PAGE>

<TABLE>

                                            GENESEE CORPORATION AND SUBSIDIARIES
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 Thiry Nine Weeks Ended January 25, 1997 and Janaury 27, 1996


                                                                                                            UNAUDITED
(Dollars in thousands)                                                                             1997                 1996

<S>                                                                                              <C>                     <C> 
Cash flows from operating activities:
    Net earnings                                                                           $      1,842                    778
    Adjustments to reconcile net income to net
      cash provided by operating activities:
            Depreciation                                                                          3,549                  3,348
            Gain on disposition of assets                                                          (188)                     0
            Deferred tax provision                                                                   (1)                   111
            Other                                                                                   474                    538
    Changes in non-cash assets and liabilities:
            Trade accounts receivable                                                             1,964                  2,219
            Inventories                                                                          (1,024)                 1,689
            Other assets                                                                             49                   (666)
            Accounts payable                                                                       (850)                  (790)
            Accrued expenses and other                                                            1,790                 (1,208)
            Income taxes payable                                                                    480                   (446)
            Federal and state beer taxes                                                         (1,328)                  (888)
            Other liabilities                                                                       (23)                   120

                      Net cash provided by operating activities                                   6,734                  4,805

Cash flows from investing activities:
    Capital expenditures                                                                         (6,024)                (4,862)
    Sales of marketable securities                                                               11,694                  8,568
    Purchases of marketable securities                                                           (7,493)                (8,407)
    Investments in and advances to unconsolidated real
       real estate investments, net of distributions                                                121                 (4,164)
    Net investment in direct financing and leveraged leases                                      (3,807)                (3,578)
    Withdrawals by minority interest                                                               (202)                  (470)
    Repayment of real estate mortgage receivable                                                      0                  5,807

                      Net cash used in investing activities                                      (5,711)                (7,106)

Cash flows from financing activities:
    Principal payments on long term debt                                                              0                 (4,038)
    Payment of dividends                                                                         (1,698)                (1,693)
    Net proceeds from  treasury stock transactions                                                   40                    430

                      Net cash used in financing activities                                      (1,658)                (5,301)

Net decrease in cash and cash equivalents                                                          (635)                (7,602)

Cash and cash equivalents at beginning of the year                                                2,560                 10,422

            Cash and cash equivalents at end of the period                                 $      1,925                  2,820

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

                                       5
<PAGE>


                               GENESEE CORPORATION


Notes to Consolidated Financial Statements


     NOTE  (A) The  Corporation's  consolidated  financial  statements  enclosed
herein are  unaudited  with the exception of the  Consolidated  Balance Sheet at
April 30,  1996 and,  because of the  seasonal  nature of the  business  and the
varying schedule of its special sales efforts, these results are not necessarily
indicative  of the results to be expected for the entire year. In the opinion of
management, the interim financial statements reflect all adjustments, consisting
of only normal recurring items,  which are necessary for a fair  presentation of
the results for the periods  presented.  The accompanying  financial  statements
have been  prepared in  accordance  with GAAP and SEC  guidelines  applicable to
interim   financial   information.   These  statements  should  be  reviewed  in
conjunction  with the annual report to shareholders for the year ended April 30,
1996.

     NOTE  (B)  The  weighted  average  number  of  Class A and  Class B  shares
outstanding  used in the  computation of net earnings per share is 1,617,227 for
the thirteen  week period ended  January 25, 1997 and 1,616,250 for the thirteen
week period ended January 27, 1996.  The weighted  average number of Class A and
Class B shares  outstanding used in the computation of net earnings per share is
1,617,057 for the thirty nine weeks ended January 25, 1997 and 1,609,121 for the
thirty nine weeks ended January 27, 1996.

NOTE (C)   Inventories are summarized as follows:
<TABLE>                                                       
                                                              Dollars in thousands
                                                    January 25, 1997     April 30, 1996
           <S>                                         <C>                 <C>
           Finished goods                               $   4,425         $   3,219
           Goods in process                                 1,701             1,891
           Raw materials, containers and packaging supplies 6,857             6,849

                Total inventories                        $ 12,983         $  11,959
</TABLE>

                                       6
<PAGE>

                                                             


                               GENESEE CORPORATION


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


     Comparison of 13 weeks ended January 25, 1997 to 13 weeks ended January 27,
1996


     Consolidated  net revenues for the  thirteen  weeks ended  January 25, 1997
were $35.3 million,  an increase of $2.9 million over  consolidated net revenues
reported  for the  same  period  last  year.  The  higher  revenues  were due to
increased  malt beverage  sales by Genesee  Brewing  Company and higher sales by
Ontario Foods.

     On a consolidated basis, the Corporation reported net earnings of $414,000,
or $.26 per share, in the third quarter this year, compared to a net earnings of
$59,000,  or $.04 per share,  for the same period last year.  The higher  profit
relative to last year was  primarily  attributable  to improved  performance  by
Genesee Brewing Company.

Genesee Brewing Company

     Genesee  Brewing  Company's  net  sales in the  third  quarter  were  $29.0
million, an increase of $2.5 million from last year's third quarter net sales of
$26.5 million. Barrel sales (which include volume under the contract to brew and
package  product for Boston Beer Company) were up 28,000  barrels,  or 6.6%. The
increase in barrel sales was primarily  attributable  to higher volume under the
contract  with Boston Beer  Company.  Volume  under this  contract was up 41,000
barrels  compared  to the  third  quarter  last year  when  production  had just
recently  commenced.  In addition,  sales of Genesee Brewing Company's HighFalls
craft  brands  continued  to grow,  with third  quarter  barrel  sales up 22,000
barrels,  or 25%,  relative  to the same  period a year  ago.  Sales of  Genesee
Brewing  Company's  established core brands  continued to decline,  although the
rate of decline in the third quarter was lower than the rate  experienced in the
first two quarters this year.

     The overall  increase in barrel  sales as well as the shift in product mix
towards  higher  priced  HighFalls  products  also  resulted in increased  sales
revenues.  In addition,  sales revenues in the third quarter this year benefited
from a general  industry  price  increase  that went into  effect late in fiscal
1996.

     The price  increase,  in turn,  had a favorable  impact on Genesee  Brewing
Company's gross profit which  increased to $6.7 million,  or 23.0% of net sales,
in the third quarter of fiscal 1997,  compared to $5.7 million,  or 21.4% of net
sales, in the third quarter of fiscal 1996.

     The increase in gross profit was also  attributable  to lower  aluminum can
costs.  The unit  prices  paid by Genesee  Brewing  Company  for  aluminum  cans
increased  substantially on January 1, 1995 due to sharply higher world aluminum
prices.  However,  commencing  January 1,  1996,  aluminum  can prices  began to
decline. Thus, although aluminum can prices for the third quarter this year were
still higher than they were in the third quarter of fiscal 1995, they were below
the prices paid in the third quarter last year.

                                       7
<PAGE>

                                                             


                               GENESEE CORPORATION


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


     Genesee Brewing Company's selling, general and administrative expenses were
up $756,000 in the third quarter of fiscal 1997 compared to the same period last
year. The increase was primarily due to the timing of planned increases in sales
and  marketing  expenditures  to support  the  company's  HighFalls  brands.  In
particular,  Genesee Brewing  Company  increased its HighFalls sales force as it
pursued its strategy to expand distribution of its craft brands to new markets.

     Genesee  Brewing  Company  reported an  operating  loss of $930,000 for the
third  quarter  this year  versus a $1.2  million  operating  loss for the third
quarter last year.  Increased  contract  brewing and  HighFalls  volume,  higher
selling prices and lower aluminum can costs all  contributed to Genesee  Brewing
Company's  improved  profit  performance  in the third  quarter  of fiscal  1997
despite lower core brand volume.

Ontario Foods

     Third quarter net sales for Ontario  Foods were $5.7  million,  compared to
$5.2  million  for  the  third  quarter  last  year.   The  sales  increase  was
attributable  to higher  private label tea and side dish sales.  Contract  sales
were down due to the loss of a major contract customer that moved production to
its own production facility late in fiscal 1996.

     
     Ontario  Foods  reported  a third  quarter  operating  profit  of  $38,000,
compared to an operating loss of $40,000 in the third quarter last year. Despite
the lower contract  sales,  Ontario  Food's  operating  profit  increased due to
higher private label sales and a more favorable product mix.  


Genesee Ventures

     Genesee Ventures, Inc., the Corporation's equipment leasing and real estate
investment  subsidiary,  reported  operating  income of  $575,000  for the third
quarter of fiscal  1997,  compared to $583,000  for the third  quarter of fiscal
1996. Lease revenues continued to be strong,  reflecting the effect of the large
volume of leases closed last year.  Genesee  Ventures'  real estate  investments
maintained  high occupancy  rates and  performance was generally on plan for the
third quarter.


     Comparison of 39 weeks ended January 25, 1997 to 39 weeks ended January 27,
1996


     Consolidated net revenues for the thirty-nine  weeks ended January 25, 1997
were $112.7  million,  an increase of $6.7  million  from the  consolidated  net
revenues of $106.0  million  reported for the same period last year.  The higher
revenues were due to increased  malt beverage sales by Genesee  Brewing  Company
and higher sales by Ontario Foods.

                                       8
<PAGE>
                                                             



                              GENESEE CORPORATION


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

     On a  consolidated  basis,  the  Corporation  reported net earnings of $1.8
million, or $1.14 per share, for the first three quarters this year, compared to
net earnings of $778,000,  or $.48 per share, for the same period last year. The
$1.1  million,  or $.66  per  share,  increase  in net  earnings  was  primarily
attributable to Genesee Brewing Company's improved operating performance.

Genesee Brewing Company

     Genesee  Brewing  Company's net sales in the first three quarters of fiscal
1997 were $94.4 million,  an increase of $5.1 million,  or 5.7%,  from the prior
year's net sales of $89.3 million.  Barrel sales (which include volume under the
contract to brew and package  product  for Boston Beer  Company)  were up 56,000
barrels,  or 3.8%, in the first three  quarters of fiscal 1997.  The increase in
barrel sales for Genesee  Brewing  Company were the result of higher sales under
the Boston Beer Company  contract,  which totaled  184,000  barrels in the first
three  quarters of this year compared to 20,000  barrels in the same period last
year, an increase of 164,000  barrels.  HighFalls craft brand sales were also up
on a  year-to-date  basis,  increasing  89,000  barrels or 38%. Sales of Genesee
Brewing Company's core brands, however,  continued to decline, although the rate
of  decline  in the  third  quarter  was  lower  than the rate of the  first two
quarters this year.  The increase in net sales revenue was  attributable  to the
overall barrelage increase as well as to the general industry price increase.

     Genesee Brewing  Company's gross profit was $23.4 million,  or 24.8% of net
sales, in the first three quarters of fiscal 1997, compared to $20.2 million, or
22.6% of net sales,  in the first three quarters of fiscal 1996. The increase in
gross profit as a percent of net sales was  primarily the result of the industry
price increase and lower aluminum can costs.

     Genesee  Brewing  Company's  selling,  general and  administrative  expense
increased  $1.6  million in the first three of fiscal 1997  compared to the same
period  last  year.  The  increase  was  primarily  due to the timing of planned
increases  in selling and  marketing  expenditures  to support the growth of the
company's  HighFalls  brands,  including  expansion  into new  markets,  such as
Arkansas, California, New Mexico and Oklahoma in the current fiscal year.

     Genesee  Brewing  Company  reported an  operating  loss of $649,000 for the
first three  quarters of this year compared to an operating loss of $2.3 million
reported in the first three quarters of last year.  Increased  contract  brewing
and HighFalls  volume,  higher  selling  prices and lower aluminum can costs all
contributed to Genesee  Brewing  Company's  improved  profit  performance in the
first three quarters of fiscal 1997 despite lower core brand volume.



                                       9
<PAGE>
                                                          


                               GENESEE CORPORATION


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


Ontario Foods

     Net sales for Ontario Foods were $16.5 million in the first three  quarters
of fiscal  1997,  compared to $15.2  million for the first three  quarters  last
year.  The increase in net sales of $1.3 million,  or 8.6%,  for the first three
quarters was  attributable to a $1.3 million increase in private label tea sales
and a $1.4 million increase in side dish sales, offset by a $1.3 million decline
in contract revenues.

     Ontario  Foods  reported  operating  income of $174,000 for the first three
quarters of fiscal 1997,  compared to operating  income of $276,000 for the same
period last year.  The  decrease in operating  income was due to lower  contract
manufacturing volume, higher sugar costs and an increase in freight costs.

Genesee Ventures

     Genesee Ventures,  Inc.  reported  operating income of $1.8 million for the
first three  quarters  of fiscal  1997,  compared  to $1.5  million for the same
period last year. The increase in operating income was primarily attributable to
higher  equipment  lease  revenues,  which were due to the high volume of leases
closed in fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

     Cash, cash equivalents,  and marketable securities totaled $34.0 million at
January 25, 1997,  compared to $37.5 million at April 30, 1996. This decrease of
$3.5 million is largely attributable to internally funded capital expenditures
of Genesee Brewing Company.

     During fiscal 1997, Genesee Brewing Company began on a multi-million dollar
capital  project to install a new keg filling  system and purchase new cooperage
to run on the system. This new system enhances Genesee Brewing Company's overall
packaging  capabilities  and allows it to  package  draft beer for both types of
draft dispensing systems currently used by the retail trade. The capital project
was  substantially  completed  during  the  third  quarter  of  fiscal  1997 and
expenditures  for this project  totaled  approximately  $5 million of which $3.5
million was expended in the third quarter.

     The  Corporation  accounts  receivable  balance  at  January  25,  1997 was
approximately  $2.0 million  lower than the balance at April 30, 1996.  The peak
selling season for Genesee  Brewing  Company is typically  April through August.
Genesee Brewing Company's  receivables are  traditionally  higher at fiscal year
end and  throughout  the  summer  months.  In  addition,  consolidated  accounts
receivable at April 30, 1996 included a receivable  created when the Corporation
re-balanced  its cash  investment  portfolio.  The  receivable was collected the
following day and the cash was re-invested in marketable securities.

                                       10
<PAGE>
                                                       



                               GENESEE CORPORATION


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


     Inventories  at January 25, 1997 were $1.0 million  higher than the balance
reported at April 30, 1996. The higher inventory  balances were due primarily to
the timing of an  inventory  buildup  prior to  planned  annual  maintenance  on
Genesee Brewing Company's packaging lines.

     The Corporation  expects to fund future capital needs  internally as it has
in the past. With respect to equipment leasing and real estate, such investments
may also include a debt component, generally obtained on a non-recourse basis.

     During the second  quarter this year,  the  mortgage on the Clinton  Square
office  building (in which the  Corporation  has both a partner's and creditor's
interest)  was extended for one year with the existing  lender.  As part of that
extension,  the Corporation  agreed to extend its $2.5 million limited guarantee
of the  mortgage  loan for one year.  The building is  currently  97%  occupied,
operating on plan and in compliance with all covenants and obligations contained
in the mortgage loan agreement. The building has an appraised value in excess of
the debt  against  it. In  addition,  the other  partners  in the  project  have
provided the Corporation with additional  collateral to secure the Corporation's
obligation under its guaranty to the bank.

     To  enhance  the  Corporation's  opportunities  for  future  growth  and to
capitalize  on its  strong  financial  condition,  the  Corporation's  long term
strategy  includes  plans  to seek  investment  opportunities  outside  its core
brewing  business.  The  Corporation  continues  to search for and develop  such
opportunities.


PART II.  OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K

     (a) No exhibits are being filed with this report. 

     (b) The Corporation filed a  report  on  Form  8-K on  January  22,  1997
         to  report  the  change  in the Corporation's  fiscal  year from a 
         fiscal year ending on April 30th in each year to a fiscal year ending
         on the Saturday nearest to April 30th in each year.


                                       11
<PAGE>
                                                        

                               GENESEE CORPORATION




                                   SIGNATURES


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



                               GENESEE CORPORATION


Date:    3/11/97                          / s /  Robert N. Latella
                               Robert N. Latella
                               Executive Vice President
                               and Chief Operating Officer



Date:    3/11/97                          / s /  Edward J. Rompala
                               Edward J. Rompala
                               Vice President and Treasurer

                                       12
<PAGE>