8-K

                                                        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 EXCHANGE ACT OF 1934





Date of Report (Date of earliest event reported):       DECEMBER 24, 2002
                                                 ------------------------------


                               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.)


 600 POWERS BUILDING, 16 WEST MAIN STREET,  ROCHESTER, NEW YORK        14614
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)


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


Item 5.    Other Events.
           -------------

           Genesee Corporation issued a news release on December 24, 2002, which
is filed with this report as Exhibit 99.


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:    December 24, 2002         By /s/ Steven M. Morse
     ------------------------        -----------------------------------------
                                      Steven M. Morse, Vice President and Chief
                                      Financial Officer





                                  EXHIBIT INDEX

                                                                          Page
                                                                          ----
Exhibit 99               News Release Dated December 24, 2002                4

EX-99

                                                                     EXHIBIT 99



600 Powers Building, 16 West Main Street, Rochester, New York 14614-1601
                                                                   585-454-1250

FOR IMMEDIATE RELEASE                            CONTACT:  Mark W. Leunig
                                                 Director of Investor Relations
                                                 (585) 454-1250



              GENESEE CORPORATION FILES PRELIMINARY PROXY STATEMENT
                             FOR REVERSE STOCK SPLIT

         ROCHESTER, NEW YORK, December 24, 2002 -- Genesee Corporation
(NASDAQ/NMS: GENBB) announced today that it has filed with the Securities and
Exchange Commission ("SEC") a preliminary proxy statement for a proposed 1 for
500 reverse split of the Corporation's Class A and Class B common stock. The
reverse stock split is intended to reduce the number of shareholders of Class B
common stock to less than three hundred, which would allow the Corporation to
terminate its status as a reporting company under the Securities Exchange Act of
1934. Termination of reporting company status will allow the Corporation to
avoid the administrative costs and operating expense associated with being a
public company as the Corporation winds up its affairs under the plan of
liquidation and dissolution adopted by shareholders in October 2000.

         Under the terms of the preliminary proxy statement, the Corporation
would pay cash to shareholders who own less than 500 shares of Class A or Class
B common stock in lieu of issuing them fractional shares. The Corporation
currently expects to pay $8.60 per share on a pre-split basis for each share of
Class A and Class B common stock repurchased in lieu of issuance of fractional
shares. This amount is based on a determination of the fair value of the
Corporation's Class A and Class B common stock as of December 13, 2002 prepared
by an independent valuation expert. This amount differs from the net assets in
liquidation per share of $9.10 reported by the Corporation as of October 26,
2002 under SEC rules and generally accepted accounting





 principles governing the
liquidation basis of accounting utilized by the Corporation. The valuation
analysis and determination at fair value per share will be updated prior to the
proxy solicitation, which may result in adjustment of the amount payable to
shareholders in lieu of fractional shares.

         The Corporation currently expects to complete the reverse stock split
and repurchase of stock in lieu of issuance of fractional shares in the fourth
quarter of its fiscal year ending May 3, 2003.

FORWARD-LOOKING STATEMENTS

         Statements made in this news release about a proposed reverse stock
split and the amount that would be paid in lieu of issuance of fractional shares
are forward-looking statements within the meaning of the federal securities
laws. These forward-looking statements are subject to a number of 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 a
promissory note held by the Corporation; the possible extension of payment or
renegotiation of terms as a result of the payment default by High Falls under
that note; the risk of default by High Falls on its other obligations under that
note; possible contingent liabilities and post-closing indemnification and other
obligations arising from the sale of the Corporation's brewing, foods and
equipment leasing 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, 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
investments in money market




funds, risks that the market value of the Corporation's bond portfolio could
decline, risks associated with investment in bonds and money market funds in the
current low interest rate environment, and the actual timing of the winding up
and dissolution of the Corporation. Rules governing liquidation accounting
require the Corporation to estimate the net value of assets in liquidation. The
amount proposed to be paid in lieu of issuance of fractional shares is based on
certain assumptions and estimates and present facts and circumstances, which
could change prior to any proxy solicitation. Accordingly, the amount actually
paid in lieu of fractional shares may differ from the amount set forth in this
news release.





Copies of Genesee Corporation news releases are available on the Internet at
http://www.prnewswire.com/comp/352775.html.