SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 7)
TRI CITY BANKSHARES CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities )
895364107
(CUSIP NUMBER)
Check the following box if a fee is being paid with
this statement [ ]. (A fee is not required only if
the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent
or less of such class.)(See Rule 13d-7.)
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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CUSIP No. 895364107 Page 2 of 5 Pages
1) Name of Reporting Person
William Gravitter
SS or IRS Identification Nos. of Above Person
###-##-####
2) Check the Appropriate Box if A Member of Group
(See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Citizenship or Place of Organization
United States
Number of (5) Sole Voting Power 202,287
Shares
Beneficially Owned (6) Shared Voting Power 3,850
by Each Reporting
Person With (7) Sole Dispositive Power 202,287
(8) Shared Dispositive Power 3,850
9) Aggregate Amount Beneficially Owned by Each
Reporting Person
206,137
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
(See Instructions)
Not Applicable
11) Percent of Class Represented By Amount in Row 9
8.1%
12) Type of Reporting Person
(See Instructions)
IN
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CUSIP No. 895364107 Page 3 of 5 Pages
Item 1(a) Name of Issuer.
Tri City Bankshares Corporation
Item 1(b) Address of Issuer's Principal Executive
Offices
6400 South 27th Street
Oak Creek, Wisconsin 53154
Item 2(a) Names of Person Filing.
William Gravitter
Item 2(b) Address of Principal Business Office:
6400 South 27th Street
Oak Creek, Wisconsin 53154
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities.
Common Stock, $1.00 par value
Item 2(e) CUSIP Number.
895364107
Item 3 If this statement is filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) ___ Broker Dealer registered under Section 15 of the Act
(b) ___ Bank as defined in Section 3(a)(6) of the Act
(b) ___ Insurance Company as defined in Section 3(a)(19)
of the Act
(c) ___ Investment Company registered under Section 8 of the
Investment Company Act
(d) ___ Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(e) ___ Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund;
see 240.13d-1(b)(1)(ii)(F)
(f) ___ Parent Holding Company, in accordance with
240.13d-1(b)(ii)(G) (Note: See Item 7)
(g) ___ Group, in accordance with 240.13d-1(b)(1)(ii)(H)
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CUSIP No. 895364107 Page 4 of 5 Pages
Item 4. Ownership
(a) Amount Beneficially Owned
206,137
(b) Percent of Class
8.1%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct the vote
202,287
(ii) shared power to vote or to direct vote
3,850
(iii) sole power to dispose or to direct disposition of
202,287
(iv) shared power to dispose or to direct disposition of
3,850
Item 5. Ownership of Five Percent or Less of a Class.
not applicable
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
not applicable
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported On By the Parent Holding Company.
not applicable
Item 8. Identification and Classification of Members
of the Group.
not applicable
Item 9. Notice of Dissolution of the Group.
not applicable
Item 10. Certification.
Not applicable.
<PAGE>
CUSIP No. 895364107 Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and believe, I certify that the information
set forth in this statement is true, complete and
correct.
/S/ William Gravitter
------------------------
Date February 26, 1997 William Gravitter
