TRI CITY BANKSHARES CORP
10-Q, 1999-05-13
STATE COMMERCIAL BANKS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

                  For the quarterly period ended March 31, 1999

     [  ]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 ID 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


The number of shares  outstanding  of $1.00 par value common stock,  as of
March 31, 1999: 2,524,811






<PAGE>




                                    FORM 10-Q

                         TRI CITY BANKSHARES CORPORATION

                                      INDEX

PART I - FINANCIAL INFORMATION


                                                                     Page #
Item 1            Financial Statements (Unaudited)

                  Consolidated Balance Sheets as of
                  March 31, 1999 and December 31, 1998                  3

                  Consolidated Statements of Income
                  for the Three Months ended March 31, 1999
                   and 1998                                             4

                  Consolidated Statements of Cash Flows
                  for the Three Months ended March 31, 1999
                  and 1998                                              5

                  Notes to Unaudited Consolidated Financial
                  Statements                                            6

Item 2            Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                            7

Item 3            Quantitative and Qualitative Disclosure
                  about Market Risk                                    16

PART II - OTHER INFORMATION

Item 6                                                                 17

Signatures                                                             18











<PAGE>


                         TRI CITY BANKSHARES CORPORATION
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)

ASSETS                                             March 31,     December 31,
                                                     1999            1998 
                                                -------------    -------------

Cash and due from banks .....................   $  34,756,556    $  44,001,647
Federal funds sold ..........................       6,975,000       32,200,000
                                                -------------    -------------
Cash and cash equivalents ...................      41,731,556       76,201,647
Investment securities:
     Held-to-maturity (fair
     value of ...1999 - 154,658,083
                 1998 - 136,420,200) ........     153,515,486      134,537,963
Loans .......................................     278,400,507      277,184,364
Allowance for loan losses ...................      (4,286,224)      (4,244,745) 
                                                -------------    -------------
     Net Loans ..............................     274,114,283      272,939,619

     Premises and equipment .................      20,234,786       19,864,590
     Other assets ...........................       8,079,705        6,708,412
                                                -------------    -------------

              TOTAL ASSETS ..................   $ 497,675,816    $ 510,252,231
                                                -------------    -------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
     Non-interest bearing ...................   $ 121,160,103    $ 133,120,719
     Interest bearing (over $100,000) .......      30,249,000       28,247,266
     Interest bearing .......................     283,152,260      288,167,417
                                                -------------    -------------
         Total Deposits .....................     434,561,363      449,535,402
Short-term borrowings .......................       1,160,753          827,355
Other Liabilities ...........................       2,438,592        1,371,614
                                                -------------    -------------
         TOTAL LIABILITIES ..................     438,160,708      451,734,371
Stockholders' equity:
     Cumulative Preferred stock,
       par value -$1 per share
       authorized - 200,000 shares;
       issued and outstanding-none
     Common stock,
       par value-$1 per share
       authorized-5,000,000 shares;
       issued and outstanding:
                      1999 - 2,524,811 shares;
                      1998-  2,520,205 shares       2,524,811        2,520,205
Additional paid in capital ..................       9,876,691        9,726,974
Retained earnings ...........................      47,113,606       46,270,681
                                                -------------    -------------
         TOTAL STOCKHOLDERS' EQUITY .........      59,515,108       58,517,860
                                                -------------    -------------
                                                $ 497,675,816    $ 510,252,231
                                                -------------    -------------

See Notes to Unaudited Consolidated Financial Statements.

<PAGE>

                         TRI CITY BANKSHARES CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                 FOR THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)


                                                         1999           1998
                                                     -----------    -----------

Interest income:
  Loans, including fees ..........................   $ 6,148,030    $ 6,348,450
  Investment securities:
    Taxable  .....................................       967,013        826,035
    Exempt from federal income tax ...............       894,141        840,002
  Federal funds sold .............................       145,010         37,361
                                                     -----------    -----------
             TOTAL INTEREST INCOME ...............     8,154,194      8,051,848

Interest expense:
  Deposits .......................................     2,614,343      2,600,585
  Short-term borrowings ..........................        21,813        112,424
                                                     -----------    -----------
             TOTAL INTEREST EXPENSE  .............     2,636,156      2,713,009
                                                     -----------    -----------
             NET INTEREST INCOME .................     5,518,038      5,338,839
Provision for loan losses ........................       (75,000)      (150,000)
                                                     -----------    -----------
             NET INTEREST INCOME AFTER
             PROVISION FOR LOAN LOSSES ...........     5,443,038      5,188,839

Other income:
  Service charge income ..........................       769,283        828,164
  Rental income ..................................       245,561        237,400
  Other ..........................................       595,200        603,889
                                                     -----------    -----------
             TOTAL OTHER INCOME ..................     1,610,044      1,669,453
Other expense:
  Salaries and employee benefits .................     2,711,363      2,723,342
  Net occupancy ..................................       682,806        636,712
  Equipment ......................................       365,303        330,304
  Data processing ................................       247,461        144,808
  Advertising ....................................       123,300        105,765
  Regulatory agency assessments ..................        40,163         37,349
  Office supplies ................................       159,439        136,244
  Other ..........................................       682,252        636,163
                                                     -----------    -----------
             TOTAL OTHER EXPENSE .................     5,012,087      4,750,687
                                                     -----------    -----------

Income before income taxes .......................     2,040,995      2,107,605
Provision for income taxes .......................       442,000        511,300
                                                     -----------    -----------
             NET INCOME ..........................   $ 1,598,995    $ 1,596,305
                                                     -----------    -----------

Per share data:
    Net income ...................................   $      0.63    $      0.64
    Common stock investment ......................   $     23.58    $     21.80
    Dividends ....................................   $      0.30    $      0.25
    Average shares outstanding ...................     2,523,686      2,506,515

See Notes to Unaudited Consolidated Financial Statements.


<PAGE>


                         TRI CITY BANKSHARES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)

                                                        1999            1998
                                                   ------------    ------------

OPERATING ACTIVITIES
   Net income ..................................   $  1,598,995    $  1,596,305
   Adjustments to reconcile net income to
      net cash provided by operating activities:
         Proceeds from sale of loans
           held for sale .......................      6,984,590       5,389,806
         Origination of loans held
           for sale ............................     (6,984,590)     (5,389,806)
         Amortization of investment
           securities premiums and accretion
           of discounts ........................         33,427          31,985
         Provision for loan losses .............         75,000         150,000
         Provision for depreciation ............        477,941         437,725
         Decrease in interest receivable .......       (467,224)       (584,999)
         Increase (decrease) in interest payable        (59,476)        557,232
         Other .................................        222,385         287,122
                                                   ------------    ------------
              NET CASH PROVIDED BY
              OPERATING ACTIVITIES .............      1,881,048       2,475,370

INVESTING ACTIVITIES
   Proceeds from maturities and redemptions
      of investment securities .................      6,968,850      11,401,955
   Purchase of investment securities ...........    (27,014,533)              0
   Net increase in loans .......................       (214,931)     (3,695,397)
   Purchases of premises and equipment .........       (848,137)       (362,269)
                                                   ------------    ------------
              NET CASH PROVIDED (USED)
              BY INVESTING ACTIVITIES ..........    (21,108,751)      7,344,289
FINANCING ACTIVITIES
   Net decrease in deposits ....................    (14,974,039)     (8,351,401)
   Net increase (decrease) in short-term
      borrowings ...............................        333,398      (3,848,895)
   Sale of Common Stock ........................        154,323         137,517
   Cash dividends ..............................       (756,070)       (625,780)
                                                   ------------    ------------
              NET CASH USED BY
              FINANCING ACTIVITIES .............    (15,242,388)    (12,688,559)
                                                   ------------    ------------
              DECREASE IN CASH
              AND CASH EQUIVALENTS .............    (34,470,091)     (2,868,900)
   Cash and cash equivalents at the
      beginning of the period ..................     76,201,647      44,707,888
                                                   ------------    ------------
              CASH AND CASH EQUIVALENTS
              AT THE END OF THE PERIOD .........   $ 41,731,556    $ 41,838,988
                                                   ------------    ------------

See Notes to Unaudited Consolidated Financial Statements.



<PAGE>


                         TRI CITY BANKSHARES CORPORATION

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(A)  Basis of Presentation
The accompanying audited consolidated financial statements have been prepared in
accordance with generally accepted  accounting  principles 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 Generally  Accepted  Accounting  Principles  for complete  financial
statements.  These financial  statements  should be read in conjunction with the
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, 1998. The December 31, 1998 financial information included herein is derived
from the  December  31,  1998  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 consolidated financial statements
contain all adjustments,  consisting of normal recurring accruals,  necessary to
present  fairly  Tri  City's  financial  position  as of March 31,  1999 and the
results of its operations and cash flows for the three month periods ended March
31, 1999 and 1998. The operating  results for the first three months of 1999 are
not  necessarily  indicative of the results which may be expected for the entire
1999 fiscal year.









                         TRI CITY BANKSHARES CORPORATION

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                       CONDITION AND RESULTS OF OPERATION



The  following   discussion  contains  certain   "forward-looking   statements",
including statements concerning objectives and future events or performance, and
other statements  which are other than historical fact.  Factors which may cause
actual  results  to  differ   materially   from  those   contemplated   by  such
forward-looking  statements  include,  but are not  limited  to,  the  following
possibilities:  (i) lower  than  anticipated  loan and  deposit  growth due to a
variety of factors,  including  changes in the interest rate  environment and an
increase  in  competitive  pressures  in  the  banking  and  financial  services
industry; (ii) insufficient reserves for loan losses; (iii) poorer than expected
general  economic  conditions;  (iv)  legislation  or  regulatory  changes which
adversely affect the banking industry; and (v) other unanticipated occurrences.


CHANGES IN FINANCIAL POSITION

Total assets of Tri City Bankshares  Corporation (the  "Corporation")  decreased
$12.6 million(2.5%) during the first three months of 1999 compared to a decrease
of $10.2  million(2.2%)  during the first three  months of 1998.  This  decrease
reflects the normal pay out of funds to cover customer checks which were used to
pay property and income taxes from the previous year end.

Cash and cash equivalents  decreased $34.5 million(45.2%) during the first three
months of 1999 compared to a decrease of $2.9  million(6.4%)  in the first three
months of 1998. Funds were placed into investment securities and loans, and were
used to cover  the  loss in  deposits.  Investment  securities  increased  $19.0
million(14.1%)  in the first  quarter of 1999  compared  to a decrease  of $11.4
million(9.3%)  during the same period in 1998.  Management  placed  excess funds
into investment securities so that the Corporation could achieve a better return
on its money than  leaving it in Federal  funds  sold.  The yield on  investment
securities  has remained the same,  however they are  averaging  better than the
rate paid on Federal funds sold. Loans increased $1.2  million(0.4%)  during the
first quarter of 1999 compared to an increase of $3.7 million(1.4%) in the first
quarter of 1998.  While loan demand has  remained  steady,  management  has been
cautious and tries to maintain a quality loan  portfolio  which will continue to
produce a steady income with minimum exposure to non-performing  loans. The loan
review   committee   for  the   Corporation   continues   to  review  loans  for
collectibility.  Since the quality of the loan portfolio has been maintained and
actual charge-offs were less than expected for the quarter,  management has felt
that the  Corporation  can reduce its  provision for loan loss in 1999 and still
maintain an adequate  reserve to cover any losses  associated  with  existing or
future loans. The allowance for loan losses has increased  $41,500(1.0%) in 1999
compared to an increase of $159,000(4.6%) during the first quarter of 1998.

Total deposits of the Corporation decreased $15.0 million(3.3%) during the first
quarter of 1999  compared  to a decrease of $8.4  million(2.1%)  during the same
period in 1998.  Since interest rates have remained low,  customers appear to be
shopping  for  investments  which  will give them a higher  rate of return  even
though the risk may be  higher.  Since the  Corporation  has been  fortunate  to
maintain a good  liquidity  position,  it has not needed to borrow  funds in the
federal funds market.

Due  to  the  continued  interest  in the  Corporation's  dividend  reinvestment
program,  the Corporation's  equity has grown and helped to provide a sound base
for future investment in property and fixed assets.



LIQUIDITY


Historically  the  Corporation's  liquidity  position  has been very  favorable.
Management  continues  to monitor the  maturity  distribution  between  interest
earning assets and interest bearing liabilities.  Fluctuations in interest rates
can be the  main  cause  for  the  flow  of  funds  into  or out of a  financial
institution.  Since  interest  rates have remained low, it is important to track
the maturity of loans and  investments  and match them to the maturity  terms of
new time  deposits.  A sudden rapid rise in rates could  trigger a flow of funds
into  higher  yielding   investments   which  may  be  offered  outside  of  the
Corporation.  Management  strives to offer  products  which are  competitive  or
better within the banking community in order to retain these deposits.

CAPITAL RESOURCES


During the first quarter of 1999, the Corporation has completed  construction of
a new facility to house its growing  operations center. The cost of this project
was $2.2 million and was funded by available cash. This facility will enable the
Corporation  to provide  better  service  to its  banking  customers  as well as
provide enough room for future expansion.  The Oak Creek location of the banking
subsidiary  has also been remodeled to enhance its appearance and provide better
service to its customers.

A new  banking  location  in the town of  Sturtevant,  Wisconsin  is also  under
construction  and should  help to service  the  Corporation's  customers  in the
Racine county area of Wisconsin which is located south of Milwaukee. The cost of
this  project  is  considered  minimal  and will be  borne by the  Corporation's
banking subsidiary.

There are no other major projects  scheduled at present,  however  management is
continually looking for new ways to better serve the Corporation's customers and
expand its operations.

RESULTS OF OPERATIONS



During the first quarter of 1999 net income increased  $3,000(0.2%)  compared to
an increase of $90,000(6.0%) in the first three months of 1998. Considering that
new  equipment  was  purchased  and  the  Corporation  converted  to a new  data
processing  system  at  the  end  of  1998,  management  was  pleased  with  the
Corporation's performance during the first three months of 1999.


Interest  income  and fees on loans  decreased  $200,000(3.2%)  during the first
quarter of 1999  compared  to an  increase  of  $245,000(4.0%)  during the first
quarter of 1998.  Management  strives to build a loan portfolio which has a very
low percentage of non-performing  loans. The loan review committee has been very
conservative  in its  approach to making new loans.  This has helped to make the
portfolio more stable with less than 0.5% of loans classified as non-performing;
however,  loan  growth for the  quarter  was  nominal  due to  general  economic
conditions and competition.


Investment security interest income increased $195,100(11.7%) in the first three
months of 1999 compared to a decrease of  $112,700(6.3%)  during the same period
in 1998.  Management  continues to invest excess funds from  increased  deposits
into  instruments  which will generate a higher yield than that achieved selling
these funds in the Federal funds  market.  They continue to look for areas which
will help the Corporation achieve growth in income and assets without subjecting
the  Corporation  to undo  risk.  This  increase  can be  attributed  to both an
increase in volume as well as rate changes during the year.  Interest  income on
Federal funds sold increased  $107,600 during the first quarter of 1999 compared
to an increase of $36,600 during the first quarter of 1998. This is a short term
investment until these funds can be used for loans or higher yielding investment
securities.


Interest expense on deposits  increased  $13,800(0.5%) in the first three months
of 1999  compared to an increase of  $117,400(4.7%)  during the first quarter of
1998. Although deposit balances increased,  rates remained low and time deposits
that  matured were  renewed at a lower rate.  Interest on short term  borrowings
decreased  $90,600(80.6%) in the first quarter of 1999 compared to a decrease of
$63,700(36.2%)  in the first  quarter of 1998.  The provision for loan loss also
decreased since management feels that the allowance for loan loss is adequate to
absorb any losses attributed to the loan portfolio.


Other income decreased  $59,400(3.6%)  during the first quarter of 1999 compared
to an increase of $273,000(19.6%) during the first quarter of 1998.


Other  expenses  increased  $261,400(5.5%)  in the  first  three  months of 1999
compared to an increase of $326,000(7.4%) during the first three months of 1998.
The primary areas of increase include occupancy and equipment expense due to the
addition of plant and equipment; and data processing expense which is due to the
conversion to a new system processing provider.


                              Non-Performing Loans


                                                March 31,         December 31,
                                                  1999               1998
                                                 ------             ------
(000's)
Loans accounted for on a nonaccrual basis ...   $   89             $  334

Loans contractually past due 90 days or
More as to interest or principal payments ...    4,428              1,848

Ratio of nonaccrual loans to total loans ....     1.62%               .12%


<PAGE>


A summarized change in income for the quarters appears below :

Three Months Ended                           March 31,    March 31,     1999
                                               1999         1998     Over(Under)
                                           (Unaudited)  (Unaudited)     1998
                                           -----------  -----------  -----------
Revenue and Expenses:(000's)
 Interest Income                             $ 8,154      $ 8,052      $   102
 Less: Interest Expense                        2,636        2,713          (77)
                                           -----------  -----------  -----------
      Net Interest Income                      5,518        5,339          179
 Provision for Loan Loss                          75          150          (75)
 Other Operating Expense
  Net of Other Operating
  Revenues                                     3,402        3,082          320
                                           -----------  -----------  -----------
Income Before Income Taxes                     2,041        2,107          (66)
Tax Provision                                    442          511          (69)
                                           -----------  -----------  -----------
NET INCOME                                   $ 1,599      $ 1,596      $     3
                                           ===========  ===========  ===========


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%.

The  risk-based  capital  ratio for the  Corporation  is 20.48% and its leverage
ratio is 12.20%.




YEAR 2000 PROBLEM

At midnight on December  31,  1999,  unless the proper  modifications  have been
made, the program logic in many computer systems may produce  erroneous  results
because,  among  other  things,  the  systems  will  incorrectly  read  the date
"01/01/00"  as being  January 1 of the year 1900 or another  incorrect  date. In
addition,  certain systems may fail to detect that the year 2000 is a leap year.
Problems  can also  arise  earlier  than  January  1,  2000 as dates in the next
millennium  are  entered  into  non-Year  2000  compliant  programs.  Like  most
financial service  providers,  the Corporation may be significantly  affected by
the Year 2000 Problem due to the nature of financial information.



COMPLIANCE PROGRAM

In order to address the Year 2000 Problem and to minimize its potential  adverse
impact,  in 1997 the Corporation  initiated a corporate-wide  project to address
the  impact  of the Year  2000  Problem  on its  computer  application  systems,
information  technology  (IT)  related  equipment,   system  software,  building
controls,  and non-IT  embedded  systems  found in such  equipment  as  security
systems,  currency counters,  and elevators.  The evaluation of Year 2000 issues
included an assessment  of the potential  impact of the Year 2000 Problem on the
Corporation including monitoring  significant  customers,  service suppliers and
other parties material to the Corporation's operations; testing changes provided
by these suppliers;  and developing  contingency  plans for any critical systems
that are not effectively  reprogrammed.  In the course of this  evaluation,  the
Corporation  has sought written  assurances  from such third parties as to their
state of Year 2000 readiness.  The Corporation's Year 2000 Compliance Program is
divided into five phases:  (1) awareness;  (2) assessment;  (3) renovation;  (4)
validation; and (5) implementation.





THE CORPORATION'S STATE OF READINESS

Work on the Year 2000 project has been  prioritized in accordance with risk. The
highest priority has been assigned to activities that would disrupt the accuracy
and delivery of the Corporation's banking services to its customers.  Next is an
assessment of the potential  credit risk to the  Corporation  resulting from its
credit  customers'  state  of Year  2000  readiness,  or lack  thereof,  and the
potential impact of those efforts on the customers'  ability to meet contractual
payment  obligations.  The lowest  priority has been assigned to activities that
would cause  inconvenience  or productivity  loss in normal business  operations
such  as  issues  related  to  internal  office   machinery,   heating  and  air
conditioning systems and elevators.

The Corporation has substantially  completed all phases of the plan. Because the
Corporation outsources its data processing,  a significant component of the Year
2000  Compliance  Program is working with  external  vendors to test and certify
that their  systems are Year 2000  compliant.  During the week of  November  16,
1998, the Corporation  converted to a new primary Data Service  provider,  which
has completed  successfully  remediation and 2000 proxy testing. The Corporation
is  performing a variety of tests to determine the proper  functionality  of the
new  platform and  monitoring  the proxy  testing  performed by the primary Data
Service provider.  The Corporation's  other external vendors have surveyed their
programs to inventory the necessary changes and have substantially corrected the
applicable  computer  programs and replaced  equipment so that the Corporation's
information  systems will be Year 2000 compliant  prior to June 30, 1999.   This
will enable the  Corporation  to devote  substantial  time to the testing of the
upgraded systems prior to the arrival of the new millennium. The Corporation has
a final mission critical system (item processing) to be replaced.  The system is
installed and running parallel to existing equipment to allow complete testing.

The  Corporation  has also  conducted an  evaluation of its  significant  credit
customers  to determine  their state of Year 2000  readiness.  Evaluations  were
completed for all customers  whose  outstanding  loan balance or loan commitment
exceeded  $250,000.  In  addition,  as part of its ongoing  credit  underwriting
practices,  all new and  renewed  loans  must have a Year  2000 risk  assessment
completed  and  reported as part of the loan  approval  process.  Based upon the
information  received from these  surveys,  the  Corporation  does not expect to
experience any material  collection  problems resulting from its customers' Year
2000 readiness or lack thereof.

COST TO ADDRESS YEAR 2000 ISSUES

Managing  the Year 2000 Project  will result in  additional  direct and indirect
costs to the  Corporation.  Based  upon  current  internal  studies,  as well as
recently solicited bids from various computer hardware and software vendors, the
Corporation estimates the total direct cost of remediating the issues discovered
in its  assessment of the Year 2000 problem to be $600,000 and $800,000.  During
the  review of the  Corporation's  operation,  a  decision  was made to  upgrade
hardware and much of the  Corporation's  dated  technology which had been in use
for 8 - 12 years.  The  upgrades  are  expected  to result in  greater  employee
efficiencies and enhanced  products for the Corporation's  customers.  The total
costs of upgrades will be $2.0 to $2.2 million.  To date,  the  Corporation  has
expended $2.0 million.  The majority of the remaining costs related to resolving
the Year 2000  Problem are  expected to be  expended  in 1999.  The  Corporation
expects to fund these expenditures through internal sources.

The  estimated  costs of,  and  timetable  for,  becoming  Year  2000  compliant
constitute  "forward-looking  statements"  as defined in the Private  Securities
Litigation  Reform Act of 1995.  Investors are cautioned that such estimates are
based on numerous assumptions by management, including assumptions regarding the
continued  availability of certain  resources,  the accuracy of  representations
made by third parties  concerning  their  compliance with Year 2000 issues,  and
other factors.

RISK OF NONCOMPLIANCE AND CONTINGENCY PLANS

The  major  applications  which  pose  the  greatest  Year  2000  risks  to  the
Corporation  if the Year 2000  implementation  of the Year 2000  Project  is not
successful, are the Corporation's data services systems supported by third-party
vendors,  loan customers' ability to meet contractual payment obligations in the
event the Year 2000 Problem has a significant negative impact to their business,
internal  computer  networks,   and  item  processing  equipment  which  renders
customers'  bank  statements and banking  transactions.  The potential  problems
which could result from the inability of these applications to correctly process
the Year 2000 are the  inaccurate  calculation  of interest  income and expense,
service delivery  interruptions to the Corporation's  banking customers,  credit
losses  resulting  from the  Corporation's  loan  customers'  inability  to make
contractual credit obligations,  interrupted financial data gathering,  and poor
customer relations resulting from inaccurate or delayed transaction  processing,
respectively.

Although  the  Corporation  intends  to  complete  substantially  all Year  2000
remediation  and  testing   activities  by  June  30,  1999,  and  although  the
Corporation has initiated Year 2000 communications  with significant  customers,
key vendors,  service providers, and other parties material to the Corporation's
operations  and is diligently  monitoring  the progress of such third parties in
their Year 2000 compliance, such third parties nonetheless represent a risk that
cannot be assessed with precision or controlled with certainty. For that reason,
the Corporation intends to develop contingency plans to address  alternatives in
the event that Year 2000  failures of  automatic  systems and  equipment  occur.
Preliminary  discussions  have been held  regarding the  contingency  plan and a
final  contingency  plan is  scheduled  to be completed by the end of the second
quarter of 1999.

QUANTITATIVE AND QUALTATIVE DISCLOSURES ABOUT MARKET RISK

The  Corporation's  Annual  Report on Form 10-K for the year ended  December 31,
1998, contains certain disclosures about market risks affecting the Corporation.
There have been no  material  changes to the  information  provided  which would
require additional disclosures as of the date of this filing.



<PAGE>



                           PART II - OTHER INFORMATION

Item 1 Exhibits and Reports on Form 8-K

       (a) Exhibits

       Exhibit Number                         Description
       --------------                         -----------
            27                                Financial Data Schedule


       (b) Reports on Form 8-K
           None


















<PAGE>



                                   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 12, 1999                        /s/Henry Karbiner, Jr.          
       -----------------------------       --------------------------------
                                           Henry Karbiner, Jr.
                                           President,Chief Executive Officer
                                           and Treasurer




DATE:  May 12, 1999                        /s/Thomas W. Vierthaler        
       ----------------------------        -------------------------------
                                           Thomas W. Vierthaler
                                           Vice President and Comptroller
                                           (Chief Accounting Officer)















<PAGE>




                                  EXHIBIT INDEX



    Exhibit Number                             Description 
    --------------                             -----------
         27                                    Financial Data Schedule




























<PAGE>


<TABLE> <S> <C>

<ARTICLE> 9
<CIK> 0000313337
<NAME> TRI CITY BANKSHARES CORPORATION
<MULTIPLIER> 1000
       
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<PERIOD-END>                               MAR-31-1999
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                                0
                                          0
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