Exhibit Index at Page 3


                       Securities and Exchange Commission
                             Washington, D.C. 20549





                                    Form 8-K


                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchance Act of 1934





Date of Report (Date of earliest event reported):               January 15, 1996


                              Genesee Corporation
               (Exact Name of Registrant as Specified in Charter)


 New York                          0-1653                    16-0445920
(State or other Jurisdiction      (Commission               (IRS Employer
 of Incorporation)                 File Number)              Identification No.)


 445 St. Paul Street, Rochester, New York                              14605
(Address of Principal Executive Offices)                              (Zip Code)


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


Item 4.    Change in Registrant's Certifying Accountant.

           (a) Termination of Certifying Accountant
               Genesee Corporation (the "Corporation") terminated the engagement
               of KPMG Peat Marwick LLP ("Peat Marwick") as independent
               accountant to audit and certify the Corporation's financial
               statements, effective January 15, 1996.  The decision to
               terminate Peat Marwick was recommended by the Audit Committee of
               the Corporation's Board of Directors and was approved by the
               Corporation's Board of Directors.

               The audit reports of Peat Marwick on the Corporation's financial
               statements for the fiscal years ended April 30, 1994 and
               April 30, 1995, did not contain an adverse opinion or disclaimer
               of opinion, nor was any such report qualified or modified as to
               uncertainty, audit scope or accounting principles, except that
               their report for the fiscal year ended April 30, 1995, contained
               an explanatory paragraph indicating that the Corporation changed
               its method of accounting for debt and equity securities in fiscal
               1995.

               There were no disagreements with Peat Marwick during the fiscal
               years ended April 30, 1994 and April 30, 1995, or in any
               subsequent interim period through January 15, 1996, on any matter
               of accounting principles or practices, financial statement
               disclosure, or auditing scope or procedure which, if not resolved
               to the satisfaction of Peat Marwick, would have caused Peat
               Marwick to make reference to such disagreement in connection with
               its opinion on the Corporation's financial statements.

               A letter from Peat Marwick is filed with this report as Exhibit
               16.

          (b)  Engagement of New Certifying Accountant.
               Effective January 15, 1996, the Corporation engaged Price
               Waterhouse LLP to serve as independent accountant to audit and
               certify the Corporation's financial statements.

Item 7.   Exhibits.

          An exhibit filed with this report is identified in the Exhibit Index
          at Page 3.

                                   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 hereunto duly authorized.

                                   Genesee Corporation


Date:     January 22, 1996         By  / s / Mark W. Leunig 
                                   Mark W. Leunig, Vice President and Secretary


                                  Exhibit Index

                                                                           Page
Exhibit 16     Letter re Change of Certifying Accountant                     4



                                   Exhibit 16



KPMG Peat Marwick LLP
600 Clinton Square
Rochester, New York  14604


January 17, 1996


Securities and Exchange Commission
Washington, D.C.  20549


Ladies and Gentlemen:


We were previously principal accountants for Genesee Corporation and, under the
date of June 2, 1995, we reported on the consolidated financial statements of
Genesee Corporation and subsidiaries as of and for the years ended April 30,
1995 and 1994.  On January 15, 1996, our appointment as principal accountants
was terminated.  We have read Genesee Corporation's statements included under
Item 4 of its Form 8-K dated January 15, 1996, and we agree with such statements
except that we are not in a position to agree or disagree with Genesee
Corporation's statement that the change was recommended by the Audit Committee
of the Board of Directors and approved by the Corporation's Board of Directors
and that effective January 15, 1996, the Corporation engaged Price Waterhouse
LLP to serve as its independent accountant.


Very truly yours,


/ s /  KPMG Peat Marwick LLP

KPMG Peat Marwick LLP