EXHIBIT 31

               Certification of Chief Executive Officer and Chief
         Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
                       Act and Rule 13a-14(a) or 15d-14(a)
                    Under the Securities Exchange Act of 1934

I, Henry Karbiner, Jr., certify that:

I have  reviewed  this  annual  report  on  Form  10-K  of Tri  City  Bankshares
Corporation;

Based on my  knowledge,  this report does not contain any untrue  statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information
included in this report,  fairly present in all material  respects the financial
condition,  results of  operations  and cash flows of the  registrant as of, and
for, the periods presented in this report;

I am  responsible  for  establishing  and  maintaining  disclosure  controls and
procedures  (as defined in Exchange Act Rules  13a-15(e) and  15d-15(e)) for the
registrant and have:

          a)   designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under  my
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this annual report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures   and  presented  in  this  report  my
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report on such evaluation; and

          c)   disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonable  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

I have disclosed,  based on my most recent  evaluation of internal  control over
financial  reporting,  to the  registrant's  auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

          a)   all  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal controls over financial reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls over financial reporting.

Date: March 29, 2004

                               /s/Henry Karbiner, Jr.
                               ------------------------------
                               Henry Karbiner, Jr.
                                President/CEO/CFO