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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Section 13(a)

December 5, 2007

Response of the Office of Chief Counsel
Division of Corporation Finance


Genesee Corporation
Incoming letter dated December 4, 2007

Based on the facts presented, the Division will not object if Genesee does not file future periodic reports under Section 13(a) of the Securities Exchange Act of 1934, beginning with its quarterly report on Form 10-Q for the quarter ended October 27, 2007. In reaching this position, we particularly note the following:

  • Genesee's stockholders approved and adopted the Plan of Liquidation and Dissolution;
  • Genesee will file reports on Form 8-K to disclose any material events relating to its winding up and dissolution, including the amounts of any liquidation distributions, payments and expenses;
  • Genesee will file a final report on Form 8-K at the time the dissolution is complete;
  • Genesee is current in its reporting obligations under the Exchange Act;
  • Genesee filed its Certificate of Dissolution with the State of New York and the effective date of the dissolution was August 16, 2006;
  • There is no trading in Genesee's securities; and
  • Genesee's transfer agent has closed Genesee's stock transfer books and discontinued recording transfers of Genesee's stock.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusions on the questions presented.


Tamara M. Brightwell
Senior Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 12/06/2007