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.



                                       7




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.

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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.



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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.




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                                   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)



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