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  me 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 control 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 control
     over financial reporting.

Date: March 28, 2007
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                                                        /s/Henry Karbiner, Jr.
                                                        ----------------------
                                                        Henry Karbiner, Jr.
                                                        President/CEO/CFO