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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number 0-9785

TRI CITY BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)

Wisconsin 39-1158740
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)


6400 S. 27th Street, Oak Creek, WI
(Address of principal executive offices)

53154
Zip Code

(414) 761-1610
(Registrant's telephone number,
including area code)


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_

The number of shares outstanding of $1.00 par value common stock,
as of April 30, 2004: 8,326,461 shares.





FORM 10-Q

TRI CITY BANKSHARES CORPORATION

INDEX

PART I - FINANCIAL INFORMATION

Page #
Item 1 Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of
March 31, 2004 and December 31, 2003 3

Condensed Consolidated Statements of Income
for the Three Months ended March 31, 2004
and 2003 4

Condensed Consolidated Statements of Cash Flows
For the Three Months ended March 31, 2004
and 2003 5

Notes to Unaudited Condensed Consolidated Financial
Statements 6

Item 2 Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8

Item 3 Quantitative and Qualitative Disclosures
About Market Risk 16

Item 4 Controls and Procedures 16



PART II - OTHER INFORMATION

Item 2 Changes in Securities, Use of Proceeds and
Issuer Purchases of Equity Securities 17

Item 6 Exhibits and Reports on Form 8-K 17

Signatures 18





2




TRI CITY BANKSHARES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

March 31, December 31,
2004 2003
--------- ------------
Assets

Cash and due from banks $ 25,434,880 $ 40,849,479
Federal funds sold 0 0
------------ ------------
Cash and cash equivalents 25,434,880 40,849,479
Investment securities held to maturity
(fair value of $158,676,681 - 2004
and $172,873,927 - 2003 156,264,166 170,541,123
Loans 429,265,534 412,274,928
Less allowance for loan losses (5,345,278) (5,289,467)
------------ ------------
Net Loans 423,920,256 406,985,461
Premises and equipment 21,580,731 21,892,460
Cash surrender value of life insurance 10,090,484 10,000,000
Mortgage servicing rights 1,000,254 998,514
Accrued interest receivable and other assets 3,985,846 3,516,178
------------ ------------
$642,276,617 $654,783,215
============ ============
Liabilities and Stockholders' Equity

Deposits
Demand $152,497,931 $148,813,893
Savings and NOW 302,062,415 312,078,384
Other time 91,398,865 95,131,632
------------ ------------
Total Deposits 556,023,909 556,023,909
Federal funds purchased and securities sold
under repurchase agreements 5,755,269 9,013,622
Other borrowings 768,883 1,534,292
Accrued interest payable and other liabilities 1,879,449 1,927,548
------------ ------------
Total liabilities 554,362,812 568,499,371
------------ ------------
Stockholders' equity:
Common stock, $1 par value:
15,000,000 shares authorized,
Issued and outstanding:
2004 - 8,283,730 shares;
2003 - 8,223,557 shares 8,283,730 8,223,557
Additional paid in capital 15,117,797 14,010,617
Retained earnings 64,512,278 64,049,670
------------ ------------
Total stockholders' equity 87,913,805 86,283,844
------------ ------------
$642,276,617 $654,783,215
============ ============

See Notes to Unaudited Condensed Consolidated Financial Statements.



3




TRI CITY BANKSHARES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
Interest income ---- ----
Interest and fees on loans $6,701,572 $6,976,768
Interest on investment securities:
Taxable 668,089 818,898
Exempt from federal income tax 703,744 766,500
Interest on federal funds sold 385 11,104
---------- ----------
Total interest income 8,073,790 8,573,270

Interest expense
Interest on deposits 1,130,388 1,377,618
Interest on federal funds purchased and
securities sold under repurchase
Agreements 40,477 5,604
Interest on other borrowings 16,045 5,466
---------- ----------
Total interest expense 1,186,910 1,388,688
---------- ----------
Net interest income before provision
for loan losses 6,886,880 7,184,582
Provision for loan losses 105,000 105,000
---------- ----------
Net interest income after provision for
loan losses 6,781,880 7,079,582
---------- ----------
Non interest income
Service charges 714,600 711,796
Gain on sale of loans 130,363 553,412
Other income 729,759 708,088
---------- ----------
Total non interest income 1,574,722 1,973,296
---------- ----------
Non interest expenses
Salaries and employee benefits 3,426,066 3,408,758
Net occupancy costs 524,505 500,395
Furniture and equipment expenses 374,285 409,392
Computer services 424,328 374,434
Advertising and promotional 172,119 171,784
Regulatory agency assessments 57,815 58,416
Office supplies 126,378 140,135
Other 649,370 656,299
---------- ----------
Total non interest expense 5,754,866 5,719,613
---------- ----------
Income before income taxes 2,601,736 3,333,265
Income taxes 700,000 973,000
---------- ----------
Net income $1,901,736 $2,360,265
========== ==========
Net income per share $ 0.23 $ 0.29
Average shares outstanding 8,268,658 8,097,086

See Notes to Unaudited Condensed Consolidated Financial Statements



4




TRI CITY BANKSHARES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Unaudited)

2004 2003
OPERATING ACTIVITIES
Net income $ 1,901,736 $ 2,360,265
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation on premises and equipment 539,724 524,388
Amortization of premiums and accretion of
discounts on investment securities, 119,423 54,406
Gain on sale of loans (130,363) (553,412)
Provision for loan losses 105,000 105,000
Proceeds from sale of loans held for sale 12,595,205 30,132,118
Origination of loans held for sale (12,464,842) (29,578,706)
Increase in cash surrender value of life
insurance (90,484) 0
Net change in accrued interest receivable
and other assets (471,408) (264,265)
Net change in accrued interest payable and
other liabilities (48,096) 327,904
---------- ----------
Net cash flows from operating activities 2,055,895 3,107,698
---------- ----------

INVESTING ACTIVITIES
Maturities, prepayments, and calls in held to
maturity securities 29,030,526 12,164,449
Purchases of held to maturity securities (14,873,000) (12,035,527)
Net (increase) decrease in loans (17,039,795) 7,065,201
Purchases of premises and equipment, net (227,995) (337,905)
----------- -----------
Net cash flows from investing activities (3,110,264) 6,856,218
----------- -----------
FINANCING ACTIVITIES
Net decrease in deposits (10,064,698) (12,578,244)
Net change in federal funds purchased and
securities sold under repurchase agreements (3,258,353) (1,859,870)
Net change in other borrowings (765,409) (3,959,767)
Dividends paid (1,439,123) (1,290,006)
Common stock issued, net 1,167,353 724,073
----------- -----------
Net cash flows from operating activities (14,360,230) (18,963,814)
----------- -----------
Net change in cash and cash equivalents (15,414,599) (8,999,898)
Cash and cash equivalents at the beginning of year 40,849,479 50,308,930
----------- -----------
Cash and cash equivalents at the end of period $25,434,880 $41,309,032
=========== ===========

See Notes to Unaudited Condensed Consolidated Financial Statements.


5




TRI CITY BANKSHARES CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(A) BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. These financial
statements should be read in conjunction with the consolidated financial
statements and the notes thereto included in the Annual Report on Form 10-K of
Tri City Bankshares Corporation ("Tri City") for the year ended December 31,
2003. The December 31, 2003 financial information included herein is derived
from the December 31, 2003 Consolidated Balance Sheet of Tri City which is
included in the aforesaid Annual Report on Form 10-K.

In the opinion of Tri City's Management, the accompanying unaudited
condensed consolidated financial statements contain all adjustments, consisting
of normal recurring accruals, necessary to present fairly Tri City's
consolidated financial position as of March 31, 2004 and the results of its
operations and cash flows for the three month periods ended March 31, 2004 and
2003. The preparation of consolidated financial statements requires management
to make estimates and assumptions that affect the recorded amounts of assets and
liabilities and the reported amounts of revenues and expenses during the
reported period. The operating results for the first three months of 2004 are
not necessarily indicative of the results which may be expected for the entire
2004 fiscal year.



6




(B) RECENT ACCOUNTING DEVELOPMENTS

Securities Exchange commission ("SEC") Staff Accounting Bulletin ("SAB")
No. 105, "Application of Accounting Principles to Loan Commitments" was issued
on March 9, 2004 and is effective for commitments to originate mortgage loans to
be held for sale that are entered into after March 31, 2004. SAB No. 105
requires that fair-value measurement include only differences between the
guaranteed interest rate in the loan commitment and a market interest rate,
excluding expected future cash flows related to the customers relationship or
loan servicing. Because of the SAB's limit on the types of cash flows that can
be considered in the fair-value measurement, mortgage-loan commitments could be
recognized as liabilities if the guaranteed rate in the commitment is less than
the market interest rate. In addition, SAB No. 105 requires registrants to
disclose their accounting policy for loan commitments pursuant to Accounting
Principles Bulletin Opinion No. 22, including methods and assumptions used to
estimate fair value and any associated hedging strategies, as required by
Statement of Financial Accounting Standard ("SFAS") No. 107, SFAS No. 133 and
Item No. 305 of Regulation S-K (Quantitative and Qualitative Disclosures About
Market Risk). The provisions of SAB No. 105 must be applied to loan commitments
accounted for as derivatives that are entered into after March 31, 2004. Tri
City anticipates this SAB will have minimal impact on its consolidated financial
statements.



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ITEM 2

TRI CITY BANKSHARES CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

FORWARD-LOOKING STATEMENTS

This report contains statements that may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, such as statements other than historical facts contained or incorporated
by reference in this report. These statements speak of Tri City
Bankshares'Corporation's (the "Corporation") plans, goals, beliefs or
expectations, refer to estimates or use similar terms. Future filings by the
Corporation with the Securities and Exchange Commission, and statements other
than historical facts contained in written material, press releases and oral
statements issued by, or on behalf of the Corporation may also constitute
forward-looking statements.

Forward-looking statements are subject to significant risks and
uncertainties; and the Corporation's actual results may differ materially from
the results discussed in such forward-looking statements. Factors that might
cause actual results to differ from the results discussed in forward-looking
statements include, but are not limited to the factors set forth in Exhibit 99.1
of the Corporation's Annual Report on Form 10-K for the year ended December 31,
2003, which exhibit is incorporated herein by reference.

All forward-looking statements contained in this report or which may be
contained in future statements made for or on behalf of the Corporation are
based upon information available at the time the statement is made and the
Corporation assumes no obligation to update any forward-looking statement.




8





CRITICAL ACCOUNTING POLICIES

A number of accounting policies require us to use our judgment. Three of
the more significant policies are: o Establishing the amount of the provision
for loan losses.

o We evaluate our loan portfolio at least quarterly to determine the adequacy
of the allowance for loan losses. Included in the review are five
components: (1) An historic review of losses and allowance coverage based
on peak and average loss volume; (2) A review of portfolio trends in volume
and composition with attention to possible concentrations; (3) A review of
delinquency trends and loan performance compared to our peer group; (4) A
review of local and national economic conditions; and (5) A quality
analysis review of non-performing loans identifying charge-offs, potential
loss after collateral liquidation and credit weaknesses requiring above
normal supervision. If we misjudge the adequacy of the allowance and
experience additional losses, a charge to earnings may result.

o Establishing the value of mortgage servicing rights. Mortgage servicing
rights ("MSRs") are established on loans (primarily mortgage loans) that we
originate and sell, but continue to service as we collect the payments and
tax escrows. Generally accepted accounting principles require that we
recognize, as income, the estimated fair market value of the asset when
originated, even though management does not intend to sell these rights.
The estimated value of MSRs is the present value of future net cash flows
from the servicing relationship using current market assumptions for
factors such as prepayments and servicing costs. As the loans are repaid
and the servicing revenue is earned, MSRs are amortized. Net servicing
revenues and newly originated MSRs generally exceed this amortization
expense. However, if actual prepayment experience is greater than
anticipated, and new loan volume declines, net servicing revenues may be
less than expected and a charge to earnings may result.



9



o Determining the amount of current and deferred income taxes. The
determination of current and deferred income taxes is based on complex
analyses of many factors including interpretation of federal and state
income tax laws, the difference between tax and financial reporting of
reversals of temporary differences and current accounting standards. The
federal and state taxing authorities who make assessments based on their
determination of tax laws periodically review the Corporation's
interpretation of federal and state tax laws. This assessment may result in
an adjustment to amounts previously provided for.

FINANCIAL CONDITION

The Corporation's net assets have decreased $12.5 million (1.9%) during the
first quarter of 2004. Cash and due from banks decreased $15.4 million (37.7%)
in the first three months of 2004. This decrease is associated with normal
activity noted annually during the first quarter. Typically the Corporation's
banking subsidiary experiences a short -term increase in deposits at year-end
associated with municipal deposits of property taxes and commercial deposits
resulting from holiday spending, which returns to normal levels by the end of
the first quarter.

Investment securities decreased $14.3 million (8.4%) during the first
quarter of 2004. During the first quarter a significant portion ($29.0 million)
of the banking subsidiary's investment portfolio was redeemed either through
normal maturities or scheduled calls. Management continues to replace these
investments by seeking investments with maturities of three to five years while
maintaining quality. Management continues to follow its practice of holding to
maturity its investment portfolio.

Net loans increased $16.9 million (4.2%) during the first quarter of 2004.
Commercial loan demand was sluggish during 2003, particularly during the first
two quarters. Much of management's efforts were placed in meeting the high
demand for residential secondary mortgage lending. As that source of business
declined, management of the banking subsidiary increased the marketing effort in


10



commercial lending which resulted in an increase in lending activity.

The allowance for loan losses increased $56,000 (1.1%) during the first
three months of 2004. The allowance reflects management's best estimate of
probable and estimatable losses in the current loan portfolio that may occur in
the ordinary course of business taking into consideration past loan loss
experience; the level of nonperforming and classified assets; current economic
conditions; volume, growth and composition of the loan portfolio; adverse
situations that may affect the borrower's ability to repay; the estimated value
of any underlying collateral; peer group comparisons; regulatory guidance; and
other relevant factors. Management continues to monitor the quality of new loans
that the Corporation originates each year as well as review existing loan
performance.

Deposits of the Corporation decreased $10.1 million (1.8%) during the first
quarter of 2004. As noted above, there is typically a short-term increase in
municipal and commercial deposits in December of each year. These deposits tend
to be transferred to other financial institutions for investment opportunity or
funds management programs. Lower interest rates have reduced this decline.
Depositors have moved their funds into deposit products with immediate short
term availability, waiting for interest rates to start moving upward.

Total borrowings of the Corporation decreased $4.0 million (38.1%) during
the first three months of 2004. The Corporation's banking subsidiary adjusts its
level of daily borrowing or short term daily investment depending upon its needs
each day. Excess funds or funding requirements are addressed at the close of
each business day. Funding needs are available through the banking subsidiary's
federal funds facility through is primary correspondent bank.


11



The Corporation's equity increased $1.6 million (1.9%) during the first
quarter of 2004. The Corporation received proceeds of $1.2 million from the sale
of common stock and paid $1.4 million in dividends.

Like many financial institutions located in Wisconsin, the Bank transferred
investment securities to a Nevada investment subsidiary, which now holds and
manages those assets. The investment subsidiary has not filed returns with, or
paid income or franchise taxes to, the State of Wisconsin. The Wisconsin
Department of Revenue (the "Department") recently implemented a program to audit
Wisconsin financial institutions which formed investment subsidiaries located in
Nevada. The Department has generally indicated that it will assess income or
franchise taxes on the income of the Nevada investment subsidiaries of Wisconsin
banks. The Department recently completed such an audit at the Bank; however, the
Department has not yet issued a notice of proposed assessment to the Bank. Prior
to formation of the investment subsidiary, the Bank sought and obtained a
private letter ruling from the Department regarding the non-taxability of the
investment subsidiary in the state of Wisconsin. The Bank believes that it
complied with Wisconsin law and the private ruling received from the Department
and that it is not liable for any taxes or interest that the Department may
claim. Should an assessment be forthcoming, the Bank intends to defend its
position vigorously through the normal administrative appeals process in place
at the Department and through other judicial channels should they become
necessary.

A federal income tax audit of the Company and its subsidiaries has resulted
in proposed adjustments for years ended December 31, 1999 - 2002, totaling
$431,000.00 plus interest of $82,000.00 through May 21, 2004. We disagree with
the proposed adjustments and are planning to file our protest with the Internal
Revenue Service's appeals office and believe we have adequately provided for
such items in our tax provisions.

12


LIQUIDITY

The ability to provide the necessary funds for the day-to-day operations of
the Corporation depends on a sound liquidity position. Management has continued
to monitor the Corporation's liquidity by reviewing the maturity distribution
between interest earning assets and interest bearing liabilities. Fluctuations
in interest rates can be the primary cause for the flow of funds into or out of
a financial institution. The Corporation continues to offer products that are
competitive and encourage depositors to invest their funds in the Corporation's
banking subsidiary. Management believes that their efforts will help the
Corporation to not only retain these deposits, but also encourage continued
growth. The banking subsidiary of the Corporation has the ability to borrow up
to $38.0 million in federal funds purchased, and an additional $49.9 million in
available for short-term liquidity through reverse repurchase agreements
available through its correspondent banking relationships. Capital Expenditures

CAPITAL EXPENDITURES

There are no major projects currently planned for 2004, however if a
project identified or an upgrade in equipment becomes necessary, the Corporation
has sufficient liquidity to internally fund any expenditure.

RESULTS OF OPERATIONS

The Corporation's net income decreased $458,000 (19.4%) during the first
quarter of 2004 compared to the same period in 2003. The decrease was the result
of a decline in the net interest margin coupled with a dramatic decline in
revenues generated by the secondary residential mortgage market. Loan volume has
increased, however the resulting portfolio growth did not offset the declining
yields on these earning assets. Net interest income declined $298,000 (4.2%).
Interest income and fees on loans decreased $275,000 (3.9%) in the first three
months of 2004 compared to the first three months of 2003. The average


13


yield on loans continues to decline as portfolio notes mature and reprice. The
net interest margin, however, has remained strong at 4.74%, and continues to
rank in the upper quartile of the Bank's peer group.

Investment security interest income decreased $214,000 (13.5%) during the
first quarter of 2004 compared to the first quarter of 2003. The average tax
equivalent yield derived from all investments decreased 77 basis points during
the first quarter of 2004, compared to the first quarter of 2003.

In anticipation of rising rates, management continues to invest in
relatively short-term securities. The liquidity position of the Corporation's
banking subsidiary is well-situated to take advantage of any increase in
interest rates. Approximately $25.1 million in investment securities are
scheduled to mature during the next nine months with a possible $54.5 million in
additional securities subject to calls during the same period.

Interest expense on deposits decreased $247,000 (17.9%) during the first
quarter of 2004 compared to the first quarter of 2003. The primary cause of this
decrease is significantly lower yields paid on deposits.

Non interest income decreased $399,000 (20.2%) during the first quarter of
2004 compared to the same period of 2003. This decrease principally reflects a
reduction in the gain on sale of loans and capitalized mortgage servicing rights
for loans originated and sold in the secondary market in the first quarter of
2004 resulting from the general slowdown in the mortgage lending market
beginning in the middle of 2003. Historically low interest rates during the
first quarter of 2003 resulted in record numbers of refinancing at the
Corporation's banking subsidiary.




14




A summary of the change in income for the quarters ended March 31, 2004 and
2003 appears below:

Three Months Ended March 31, March 31, 2004
2004 2003 Over(Under)
(UNAUDITED) (UNAUDITED) 2003

Revenue and Expenses: (000's)
Interest Income $8,074 $8,573 $ (499)
Less: Interest Expense 1,187 1,389 (202)
------ ------ ------
Net Interest Income 6,887 7,184 (297)
Less: Provision for Loan Loss 105 105 0
Non Interest Expense
Net of Non Interest Income 4,180 3,746 434
------ ------ ------
Income Before Income Taxes 2,602 3,333 (731)
Tax Provision 700 973 (273)
------ ------ ------
NET INCOME $1,902 $2,360 $ (458)
====== ====== =======
CAPITAL ADEQUACY

Federal banking regulatory agencies have established capital adequacy
rules, which take into account risk attributable to balance sheet assets and
off-balance-sheet activities. All banks and bank holding companies must meet a
minimum risk-based capital ratio of 8.0% of which 4.0% must be comprised of tier
1 capital.

The federal banking agencies also have adopted leverage capital guidelines
which banking organizations must meet. Under these guidelines, the most highly
rated banking organizations must meet a minimum leverage ratio of at least 3.0%
tier 1 capital to total assets, while lower rated banking organizations must
maintain a ratio of at least 4.0% to 5.0% tier 1 capital to total assets. The
risk-based capital ratio for the Corporation is 19.84% and its leverage ratio is
13.64% as of March 31, 2004.

15


ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Corporation's Annual Report on Form 10-K for the year ended December
31, 2003 contains certain disclosures about market risks affecting the
Corporation. There have been no material changes to the information provided
which would require additional disclosures of the date of this filing.

ITEM 4 - CONTROLS AND PROCEDURES

The Corporation maintains a set of disclosure controls and procedures that
are designed to ensure that information required to be disclosed by it in the
reports filed by it under the Securities Exchange Act of 1934, as amended, is
recorded and processed, summarized and reported within the time periods
specified in the SEC's rules and forms. At the end of the last fiscal quarter,
the Corporation carried out an evaluation, under the supervision and with the
participation of management, including the Chief Executive Officer and President
who is also the Chief Financial Officer of the Corporation, of the effectiveness
of the design and operation of the Corporation's disclosure controls and
procedures pursuant to Rule 13a-(15e) and 15d - 15(e) of the Exchange Act. Based
on that evaluation, the Chief Executive Officer and President who is also the
Chief Financial Officer of the Corporation concluded that the Corporation's
disclosure controls and procedures are effective as of the end of the period
covered by this report. There have been no changes in the Corporation's internal
control over financial reporting identified in connection with the evaluation
discussed above that occurred during the Corporation's last fiscal quarter that
have materially affected, or are reasonably likely to materially affect, the
Corporation's internal control over financial reporting.



16




PART II - OTHER INFORMATION

Item 2 CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
SECURITIES

During the quarter ended March 31, 2004, the Corporation did not sell any
equity securities which were registered under the Securities Act or repurchase
any of its equity securities.

Item 6 EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

31 Rule 13a-14(a) Certification

32 Section 1350 Certification

(b) Reports on Form 8-K

The Corporation filed one Form 8-K during the quarter covered
by this report as follows:

(1) Form 8-K dated January 21, 2004 under Item 12 regarding
Results of Operations and Financial Condition as of
December 31, 2003.




17




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.

TRI CITY BANKSHARES CORPORATION

DATE: May 13, 2004 /s/Henry Karbiner, Jr.
---------------------- ----------------------------------
Henry Karbiner, Jr.
President, Chief Executive Officer
and Treasurer (Principal Executive
Officer)


DATE: May 13, 2004 /s/Thomas W. Vierthaler
---------------------- ----------------------------------
Thomas W. Vierthaler
Vice President and Comptroller
(Chief Accounting Officer)



18