<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q
                   Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For Quarter Ended March 31, 1997                  Commission file number 0-10661
--------------------------------                  ------------------------------

                                TRICO BANCSHARES
             (Exact name of registrant as specified in its charter)


            California                                            94-2792841
------------------------------                               -------------------
(State or other jurisdiction                                  (I.R.S. Employer
incorporation or organization)                               Identification No.)

                 15 Independence Circle, Chico, California 95973
               (Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code                  916/898-0300



-------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
 report)

     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     
                                -----                -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

Title of Class:  Common stock, no par value

Outstanding shares as of May 5, 1997:     4,648,673







<PAGE>
                                             TRICO BANCSHARES
                                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                                 (unaudited)
                                               (in thousands)

<TABLE>
<CAPTION>


                                                                           March 31,         December 31,
                                                                        -----------------    -----------------
                                                                              1997                 1996
<S>                                                                      <C>                 <C> 
Assets:
Cash and due from banks                                                  $        47,665     $         52,231
Federal funds sold and repurchase agreements                                       7,000                    -
Securities held-to-maturity
 (approximate fair value $101,513 and $103,488)                                  102,107              104,713
Securities available-for-sale, net of
 unrealized gain(loss) of $(1,542) and $(991)                                    166,584               65,316
Loans, net of allowance for loan losses of $(5,866) and $(6,097)                 423,749              433,192
Premises and equipment, net                                                       16,117               14,717
Investment in real estate properties                                               1,227                1,173
Other real estate owned                                                            1,547                1,389
Accrued interest receivable                                                        4,732                4,572
Other assets                                                                      26,573               17,556
                                                                        -----------------    -----------------

     Total assets                                                        $       797,301      $       694,859
                                                                        =================    =================

Liabilities:
Deposits
 Noninterest-bearing demand                                              $       104,364      $       100,879
 Interest-bearing demand                                                         121,969               97,178
 Savings                                                                         220,958              172,789
Time certificates                                                                256,087              224,775
                                                                        -----------------    -----------------
     Total deposits                                                              703,378              595,621
Federal funds purchased                                                                -                4,900
Accrued interest payable and other liabilities                                    11,280                9,280
Long term borrowings                                                              21,278               24,281
                                                                        -----------------    -----------------

     Total liabilities                                                           735,936              634,082

Shareholders' equity:
Common stock                                                                      47,737               47,652
Retained earnings                                                                 14,905               14,076
Unrealized loss on securities available-for-sale, net                             (1,277)                (951)
                                                                        -----------------    -----------------

     Total shareholders' equity                                                   61,365               60,777
                                                                        -----------------    -----------------

     Total liabilities and shareholders' equity                          $       797,301      $       694,859
                                                                        =================    =================
</TABLE>

<PAGE>
                                        TRICO BANCSHARES
                           CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                           (unaudited)
                         (in thousands except earnings per common share)

                                                  For the three months
                                                    ended March 31,
                                              1997                    1996
Interest income:
  Interest and fees on loans               $    10,731             $     8,563
  Interest on investment
   securities-taxable                            2,944                   2,698
  Interest on investment                             -                       -
   securities-tax exempt                            68                      33
  Interest on federal funds sold                   215                     311
                                          -------------           -------------
     Total interest income                      13,958                  11,605
                                          -------------           -------------

Interest expense:
  Interest on deposits                           5,209                   4,153
  Interest on federal funds purchased               39                       -
  Interest on other borrowings                     360                     382
                                          -------------           -------------
     Total interest expense                      5,608                   4,535
                                          -------------           -------------

     Net interest income                         8,350                   7,070

Provision for loan losses                          600                      40
                                          -------------           -------------
    Net interest income after
     provision for loan losses                   7,750                   7,030

Noninterest income:
  Service charges and fees                       1,491                   1,119
  Other income                                     606                     347
                                          -------------           -------------
     Total noninterest income                    2,097                   1,466
                                          -------------           -------------

Noninterest expenses:
  Salaries and related expenses                  3,576                   2,959
  Other, net                                     3,716                   2,546
                                          -------------           -------------
     Total noninterest expenses                  7,292                   5,505
                                          -------------           -------------

Net income before income taxes                   2,555                   2,991

  Income taxes                                     991                   1,247
                                          -------------           -------------

     Net income                                  1,564                   1,744


Primary earnings per common share          $      0.32             $      0.38
                                          =============           =============
Fully diluted earnings per common share    $      0.32             $      0.37
                                          =============           =============

<PAGE>
TRICO BANCSHARES
                                          CONDENSED CONSOLIDATED STATEMENTS OF
                                             CHANGES IN SHAREHOLDERS' EQUITY
                                                       (unaudited)
                                         (in thousands, except number of shares)

<TABLE>
<CAPTION>




                                                Common stock                                
                                       -------------------------------                     Unrealized
                                           Number                          Retained          loss on
                                         of shares          Amount         earnings      securities, net         Total
                                       ---------------   -------------   -------------   -----------------    ------------
<S>                                     <C>              <C>             <C>            <C>                   <C>
Balance,
 December 31, 1996                          4,641,223        $ 47,652        $ 14,076     $          (951)       $ 60,777

Exercise common stock
 options                                        4,150              33                                            $     33

Common stock cash
 dividends                                                                       (735)                           $   (735)

Change in unrealized loss
 on securities, net                                                                                  (326)       $   (326)

Stock option amortization                                          52                                            $     52

Net income, March 31, 1997                                                      1,564                            $  1,564
                                       ---------------   -------------   -------------   -----------------    ------------
Balance,
 March 31, 1997                             4,645,373        $ 47,737        $ 14,905      $       (1,277)       $ 61,365
                                       ===============   =============   =============   =================    ============
</TABLE>

<PAGE>
TRICO BANCSHARES
                              CONDENSED CONSOLIDATED STATEMENTS
                                        OF CASH FLOWS
                                       (in thousands)
<TABLE>
<CAPTION>

                                                                    For the three months
                                                                      ended March 31,
                                                                  1997               1996
<S>                                                               <C>                <C> 
Operating activities:
Net income                                                        $       1,564      $       1,744
Adjustments to reconcile net income to net cash provided
 by operating activities:
    Provision for loan losses                                               600                 40
    Provision for losses on other real estate owned                          10                  -
    Depreciation and amortization                                           492                415
    Amortization of investment security discounts                           (10)                38
    Deferred income taxes                                                 4,452               (250)
    (Gain) loss on sale of OREO, net                                        (14)                 8
    (Gain) loss on sale of loans, net                                       (17)                (2)
    (Gain) loss on sale of fixed assets                                      (6)                 -
    Origination of loans held for sale                                   (4,481)            (7,645)
    Proceeds from loan sales                                              4,073              1,220
    Amortization of stock options                                            52                 52
    (Increase) decrease in interest receivable                             (160)               586
    Increase (decrease) in interest payable                               1,388                679
    (Increase) decrease in other assets and liabilities                  (3,523)               189
                                                                    ------------       ------------
         Net cash provided (used) by operating activities                 4,420             (2,926)

Investing activities:
    Proceeds from maturities of securities held-to-maturity               2,643              6,626
    Purchases of securities held-to-maturity                                  -             (2,520)
    Proceeds from maturities of securities available-for-sale            15,230              5,555
    Purchases of securities available-for-sale                         (117,036)            (2,035)
    Net (increase) decrease in loans                                      9,200             (4,417)
    Proceeds from sales of fixed assets                                       9                  -
    Purchases of premises and equipment                                  (1,137)              (941)
    Purchases and additions to real estate properties                       (54)                 -
    Proceeds from the sale of OREO                                           97                 98
    Net cash received from purchase of Wells Fargo branch deposits      140,000                  -
                                                                    ------------       ------------
         Net cash provided (used) by investing activities                48,952              2,366

Financing activities:
    Net increase (decrease) in deposits (excluding effects of
      purchase of Wells Fargo branch deposits                           (42,333)           (25,185)
    Repayment of fed funds purchased                                     (4,900)                 -
    Payments of principal on long-term debt agreements                   (3,003)            (2,003)
    Cash dividends - Common                                                (735)              (595)
    Exercise of common stock options                                         33                 31
                                                                    ------------       ------------
         Net cash provided (used) by financing activities               (50,938)           (27,752)
                                                                    ------------       ------------
 
         Increase (decrease) in cash and cash equivalents                 2,434            (28,312)
         Cash and cash equivalents at beginning of year                  52,231             65,273
                                                                    ------------       ------------
         Cash and cash equivalents at end of period               $      54,665      $      36,961
                                                                    ============       ============

Supplemental information:
    Cash paid for taxes                                           $           -      $         362
    Cash paid for interest expense                                $       4,220      $       3,856
</TABLE>

<PAGE>


                     Item 1. Notes to Condensed Consolidated
                              Financial Statements

Note A - Basis of Presentation

The accompanying  condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange  Commission
(SEC) and in Management's opinion,  include all adjustments  (consisting only of
normal recurring  adjustments)  necessary for a fair presentation of results for
such interim periods. Certain information and note disclosures normally included
in annual financial  statements  prepared in accordance with generally  accepted
accounting  principles  have been omitted  pursuant to SEC rules or regulations;
however, the Company believes that the disclosures made are adequate to make the
information presented not misleading.

The interim  results for the three  months ended March 31, 1997 and 1996 are not
necessarily  indicative of results for the full year. It is suggested that these
financial  statements be read in conjunction  with the financial  statements and
the notes  included in the Company's  Annual Report for the year ended  December
31, 1996.

Note B - Acquisition

On February 21, 1997,  the Bank purchased and assumed  substantially  all of the
deposit  liabilities of nine branches from Wells Fargo Bank, N.A, San Francisco.
In connection with the acquisition of such deposit  liabilities and related cash
balances,  Tri Counties Bank also acquired certain other assets of the branches,
including real estate (four  branches),  furniture and fixtures and a relatively
insignificant amount of loans which were secured by deposit accounts. All assets
constituting  plant and equipment or other physical property will continue to be
used in the  banking  business.  Wells  Fargo Bank  retained  all other  revenue
producing assets which had originated from these branches.

A preliminary  summary of the deposit liabilities and limited assets acquired by
Tri Counties Bank is shown below:

Total deposits (liabilities) acquired                             $150,090,000
Less assets acquired
         Furniture and fixtures                                        214,000
         Land and premises                                             585,000
         Loans                                                         183,000
                                                                    ----------
                  Total assets acquired                                982,000
Less premium paid for deposits                                       9,108,000
                                                                    ----------
Net cash received by Tri Counties Bank for the deposits acquired  $140,000,000
                                                                  ============




<PAGE>


Note C - Recently Issued Accounting Pronouncements

In February of 1997, the Financial  Accounting  Standards Board issued Statement
of Financial  Accounting Standards No. 128, "Earnings Per Share" (SFAS 128). The
Company is required to adopt SFAS 128 in the fourth  quarter of 1997 and at that
time will restate earnings per share data for prior periods to conform with SFAS
128. Earlier application is not permitted.

SFAS 128 replaces current earnings per share reporting requirements and requires
a dual presentation of basic and diluted earnings per share.  Basic earnings per
share  excludes  dilution and is computed by dividing net income by the weighted
average common shares outstanding  during the reported period.  Diluted earnings
per share reflects the potential dilution that could occur if common shares were
issued  pursuant to the exercise of options under the Bank's Stock Option Plans.
Diluted earnings per share under SFAS 128 should not be significantly  different
than primary earnings per share currently reported for the periods.

Pro forma amounts for basic and diluted earnings per share assuming SFAS 128 had
been in  effect  for the  three  months  ended  March  31,  1997 and 1996 are as
follows:

                                            Three months ended March 31,
                                               1997              1996
         Basic earnings per share              $0.34             $0.39
         Diluted earnings per share            $0.32             $0.38


<PAGE>


                Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As TriCo  Bancshares (the  "Company") has not commenced any business  operations
independent of Tri Counties Bank (the "Bank"), the following discussion pertains
primarily  to the  Bank.  Average  balances,  including  such  balances  used in
calculating  certain financial ratios, are generally  comprised of average daily
balances for the Company. Except within the "overview" section,  interest income
and net interest income are presented on a tax equivalent basis.

In addition to the  historical  information  contained  herein,  this  Quarterly
Report contains certain forward-looking statements. The reader of this Quarterly
Report should understand that all such forward-looking statements are subject to
various  uncertainties and risks that could affect their outcome.  The Company's
actual   results  could  differ   materially   from  those   suggested  by  such
forward-looking  statements.  Factors  that could  cause or  contribute  to such
differences  include,  but are not limited to,  variances  in the actual  versus
projected  growth in assets,  return on assets,  loan  losses,  expenses,  rates
charged on loans and earned on securities  investments,  rates paid on deposits,
competition  effects,  fee and other noninterest  income earned as well as other
factors. This entire Quarterly Report should be read to put such forward-looking
statements  in  context  and  to  gain  a  more  complete  understanding  of the
uncertainties and risks involved in the Company's business.


Overview

The Company earned  $1,564,000 for the first quarter ended March 31, 1997 versus
$1,744,000 in the prior year. Fully diluted earnings per share were $0.32 versus
$0.37.

The 1997 first quarter pretax earnings were adversely  impacted by startup costs
related to the  February 21, 1997  acquisition  of deposits  from nine  branches
formerly owned by Wells Fargo Bank,  N.A. and higher quarter over quarter charge
offs for credit cards and provisions for loan losses. As a result, first quarter
1997 pretax  earnings  decreased  $436,000 to  $2,555,000.  Net interest  income
reflected  growth of 18.1% to $8,350,000.  The interest income  component was up
$2,253,000  (20.3%) due to higher  quarter over quarter volume of both loans and
securities and a 27 basis point increase in yields on securities.  Average rates
received on loans were lower by 78 basis  points due  primarily to the effect of
lower rate mortgage loans acquired in the Sutter Buttes Savings Bank acquisition
in the fourth  quarter  of last  year.  Interest  expense  increased  $1,073,000
(23.7%)  which  was  due  entirely  to  increased  volume  of  interest  bearing
liabilities  as the  overall  rate on these  liabilities  was down  only 6 basis
points to 3.95%.  Net  interest  margin was 5.14% for the first  quarter of 1996
versus 5.29% in the prior year. A change in the asset and liability mix affected
the net interest margin as the acquired  deposits from Wells Fargo were invested
in government  securities and Sutter Buttes added mostly mortgage loans and time
deposits.  The net interest  margin for 1997 will likely be somewhat  lower than
prior  year  levels  until  loan  production  replaces  some  of the  investment
securities.

Noninterest  income  reflected  growth of 43.0% to a total of $2,097,000 for the
first  quarter of 1997 over the prior year.  The  service  charge and fee income
portion  increased 33.2% to $1,491,000 due to an increase in account volumes and
selective fee increases made in June 1996.  Other income increased from $347,000
in 1996 to  $606,000  in 1997.  Commissions  on the  sale of  mutual  funds  and
annuities  accounted  for $97,000 of the  increase.  Earnings on life  insurance
which funds supplemental  retirement  programs totaled $60,000 versus an expense
of $33,000 in 1996.

Noninterest expense increased $1,787,000 to $7,292,000 in the first quarter 1997
versus 1996.  Direct  costs  related to the  conversion  of the nine Wells Fargo
branches totaled $273,000. Operating costs for these branches during the quarter
were $477,000 which includes $113,000 of core deposit and goodwill amortization.
Salary and benefit expense not related to the nine branches,  increased $394,000
or 13.3% on a quarter over quarter  basis.  The salary expense was higher due to
increased  staff from the Sutter Buttes  acquisition,  higher  benefit costs and
normal salary  progression.  Occupancy  costs exclusive of the nine branches was
$164,000 (19.0%) higher. Other expenses such as communications,  telephone,  ATM
charges,  office  supplies,  postage,  promotion and advertising  increased as a
result of the Sutter Buttes and Wells Fargo branch acquisitions.

Assets  of the  Company  totaled  $797,301,000  at March 31,  1997  which was an
increase of $102,442,000  (14.8%) and $218,695,000 (37.8%) from the December 31,
1996 and March 31, 1996 ending balances, respectively. Changes in earning assets
from the prior year  quarter  end  balances  included:  an  increase in loans of
$100,040,000  to  $429,615,000;  and an increase in securities of $83,619,000 to
$268,691,000.

For the first quarter of 1997 the Company had an annualized  return on assets of
0.85% and a return on equity of 10.19%  versus  1.18% and 12.92% in 1996.  TriCo
Bancshares  ended the quarter  with a leverage  ratio of 8.1%,  a Tier 1 capital
ratio of 10.5% and a total risk-based capital ratio of 11.7%.




<PAGE>


The  following  table  provides  a summary of the major  elements  of income and
expense for the first quarter of 1997 compared with the first quarter of 1996.

                                          TRICO BANCSHARES
                                       CONDENSED COMPARATIVE
                                          INCOME STATEMENT
                          (in thousands, except earnings per common share)

                                            Three months
                                           ended March 31,        Percentage
                                        1997             1996       Change
                                        (in thousands, except      increase
                                         earnings per share)      (decrease)
Interest income                  $      13,993    $      11,629      20.3%
Interest expense                         5,608            4,535      23.7%
                                 --------------   --------------

Net interest income                      8,385            7,094      18.2%

Provision for loan losses                  600               40    1400.0%
                                 --------------   --------------

Net interest income after                7,785            7,054      10.4%
  provision for loan losses

Noninterest income                       2,097            1,466      43.0%
Noninterest expenses                     7,292            5,505      32.5%
                                 --------------   --------------

Net income before income taxes           2,590            3,015     -14.1%
Income taxes                               991            1,247     -20.5%
Tax equivalent adjustment1                  35               24      46.8%
                                 --------------   --------------

Net income                               1,564            1,744     -10.3%
                                 ==============   ==============

Primary earnings per common share         0.32             0.38     -15.8%






1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
and 1.73 for March 31, 1997 and 1996 respectively.








<PAGE>


Net Interest Income / Net Interest Margin

Net  interest  income  represents  the  excess of  interest  and fees  earned on
interest-earning  assets  (loans,  securities  and Federal  Funds sold) over the
interest  paid on  deposits  and  borrowed  funds.  Net  interest  margin is net
interest  income  expressed  as a  percentage  of average  earning  assets.  Net
interest income comprises the major portion of the Bank's income.

For the three months ended March 31, 1997, interest income increased  $2,364,000
or 20.3% over the same  period in 1996.  The  average  balance of total  earning
assets was higher by $115,944,000 which was a 21.6% increase. The acquisition of
Sutter  Buttes  Savings  Bank in the fourth  quarter of 1996 and the purchase of
deposits  from Wells  Fargo  Bank in  February  1997  helped  contribute  to the
increase in earning  assets.  The  average  balances  of loans  outstanding  and
securities  increased  $112,199,000  and  $11,104,000,  respectively.  These two
volume  increases  accounted for  additional  interest  income of $3,006,000 and
$158,000.  These increases were offset in part by a $7,359,000 or 31.1% decrease
in the average  balance of Federal  Funds sold which  resulted in a reduction in
interest  income of  $97,000.  The average  rate  received on loans in the first
quarter of 1997 was 9.94% which was a decrease of 78 basis points from the first
quarter last year.  Interest income was negatively  affected by $838,000 because
of the lower  rate.  The large  number of  mortgage  loans in the Sutter  Buttes
portfolio were the major cause in lowering the average rate for loans.  However,
the average  rate  received on  securities  rose 27 basis  points to 5.97% which
accounted for an $134,000 increase in interest income.

For the first quarter of 1997, interest expense increased by $1,073,000 or 23.7%
over the year earlier period.  Due to the two acquisitions,  average balances of
interest bearing liabilities  increased in all categories from the previous year
except for long-term  debt. The higher volumes of interest  bearing  liabilities
increased  interest  expense   $1,215,000.   The  average  rate  paid  on  these
liabilities  decreased 6 basis points to 3.95% and  accounted for a reduction of
$142,000 in interest expense.

The combined effect of the increase in both interest income and interest expense
for the first  quarter of 1997 versus 1996 resulted in an increase of $1,291,000
or 18.2% in net interest  income.  Net interest  margin was down 15 basis points
from 5.29% to 5.14%.  Net interest  margin is affected by the rates  received on
earning assets, the mix of products i.e. loans and securities within the assets,
the  yields  paid on  interest  bearing  liabilities  and the mix  within  these
liabilities.  As a result of the two  acquisitions,  all four of these variables
changed in the first  quarter  as  compared  to the first  quarter of last year.
Management expects the net interest margin will continue to be somewhat lower in
1997 until higher loan volume can replace investment securities.

The following  two tables  provide  summaries of the  components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter ended March 31, 1997 versus the same period in 1996.

<PAGE>
                                                     TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                               March 31, 1997                             March 31, 1996

                                  Average          Income/     Yield/        Average         Income/       Yield/
                                  Balance1         Expense     Rate          Balance1        Expense       Rate
<S>                           <C>              <C>             <C>       <C>             <C>              <C> 
Assets
Earning assets
  Loan 2,3                       $ 431,800       $  10,731     9.94%        $ 319,601      $   8,563      10.72%
  Securities                       204,298           3,047     5.97%          193,194          2,755       5.70%
  Federal funds sold                16,289             215     5.28%           23,648            311       5.26%
                              -------------    ------------              -------------   ------------
    Total earning assets           652,387          13,993     8.58%          536,443         11,629       8.67%
                                               ------------                              ------------
Cash and due from bank              40,981                                     29,661
Premises and equipment              15,511                                     13,337
Other assets,net                    29,080                                     17,768
Less:  allowance
  for loan losses                   (6,018)                                    (5,593)
                              -------------                              -------------
      Total                      $ 731,941                                  $ 591,616
                              =============                              =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                $ 106,692             604      2.26%      $   84,662            476       2.25%
  Savings deposits                 196,804           1,493      3.03%         166,043          1,266       3.05%
  Time deposits                    237,228           3,112      5.25%         175,474          2,411       5.50%
Federal funds purchased              2,854              39      5.47%               -              -
Long-term debt                      23,913             360      6.02%          26,054            382       5.86%
                              -------------    ------------              -------------   ------------
   Total interest-bearing
      liabilities                  567,491           5,608      3.95%         452,233          4,535       4.01%
                                               ------------                              ------------
Noninterest-bearing deposits        92,958                                     76,775
Other liabilities                    9,669                                      8,598
Shareholders' equity                61,823                                     54,010
                              -------------                              -------------
    Total liabilities
      and shareholders' equity   $ 731,941                                  $ 591,616
                              =============                              =============

Net interest rate spread5                                       4.63%                                      4.66%
Net interest income/net                         $    8,385                                $    7,094
                                               ============                              =============
  interest margin6                                    5.14%                                     5.29%
                                               ============                              =============



1 Average balances are computed principally on the basis of daily balances.
2 Nonaccrual loans are included.
3 Interest income on loans includes fees on loans of $576,000 in 1997 and $407,000 in 1996.
4 Interest  income is stated on a tax equivalent  basis of 1.52 and 1.73 at March
  31, 1997 and 1996 respectively.
5 Net interest rate spread represents the average
  yield earned on interest-earning assets less the average rate paid
  on interest-bearing liabilities.
6 Net  interest  margin is  computed  by dividing  net  interest  income by total
  average earning assets.

</TABLE>



<PAGE>

                                     TRICO BANCSHARES
                            ANALYSIS OF VOLUME AND RATE CHANGES
                             ON NET INTEREST INCOME AND EXPENSE
                                       (in thousand)

                                 For the three months ended March 31,
                                            1997 over 1996
            
                                                                      Yield/
                                 Volume             Rate4              Total
                            ------------     -------------     --------------
Increase (decrease) in
  interest income:
    Loans 1,2               $     3,006       $      (838)       $     2,168
    Investment securities3          158               134                292
    Federal funds sold              (97)                1                (96)
                            ------------     -------------     --------------
      Total                       3,067              (703)             2,364
                            ------------     -------------     --------------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)            124                 4                128
    Savings deposits                235                (8)               227
    Time deposits                   848              (147)               701
    Federal funds purchased          39                 0                 39
    Long-term debt                  (31)                9                (22)
                            ------------     -------------     --------------
      Total                       1,215              (142)             1,073
                            ------------     -------------     --------------

Increase (decrease) in
  net interest income       $     1,852       $      (561)       $     1,291
                            ============     =============     ==============



1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $576,000 in 1997 and
$407,000 in 1996.  3Interest  income is stated on a tax equivalent basis of 1.52
and 1.73 for March 31, 1997 and 1996 respectively.
4The rate/volume variance has been included in the rate variance.










<PAGE>
Provision for Loan Losses

The Bank  provided  $600,000 for loan losses in the first quarter of 1997 versus
$40,000 in the same  period in 1996.  Net charge offs for all loans in the first
quarter of 1997 totaled  $831,000  versus net  recoveries of $85,000 in the year
earlier period.  Included in the charge-offs were credit card losses of $233,000
versus $41,000 in the first quarter of 1996.  Selected other nonperforming loans
were also  charged off to clean up the  portfolio.  The loan growth  recorded in
1996 requires an increase to the  allowance  for loan losses to cover  potential
losses as these loans age over time.  Accordingly,  management  anticipates that
loan loss  provisions  will continue at higher levels than were recorded in 1996
until a higher coverage ratio is attained.

Noninterest Income

Total  noninterest  income for the first quarter of 1997  increased  $631,000 or
43.0% from the same period in 1996. Service charges and fees on deposit accounts
increased 33.2% to $1,491,000 in the first quarter versus year ago results. This
change  is due to  increases  in  account  volumes  mainly  as a  result  of the
previously mentioned acquisitions and selective fee increases made in June 1996.
Other  income was up from  $347,000  in 1996 to  $606,000  in 1997.  Most of the
change was related to a $97,000 increase in commissions on the sale of annuities
and  mutual  funds  and  earnings  of  $60,000  on life  insurance  which  funds
supplemental retirement programs versus an expense of $33,000 in 1996.

Noninterest Expense

Noninterest  expense is comprised  of operating  expenses of the Company and the
Bank,  plus the total  noninterest  (income)  expenses of the Bank's real estate
development  subsidiary.  These  expenses  increased  $1,787,000 or 32.5% in the
first quarter of 1997 versus the same period last year.  Direct costs related to
the  conversion of the nine Wells Fargo  branches  totaled  $273,000.  Operating
costs for these  branches  during  the  quarter  were  $477,000  which  includes
$113,000 of core deposit and goodwill amortization.

Salary and benefit expense not related to the nine branches,  increased $394,000
or 13.3% on a quarter over quarter  basis.  The salary expense was higher due to
increased  staff from the Sutter Buttes  acquisition,  higher  benefit costs and
normal salary  progression.  Occupancy  costs exclusive of the nine branches was
$164,000 (19.0%) higher. Costs in this category which had significant  increases
included;  lease  expense,  premise  and  equipment  repairs,   depreciation  on
equipment  and purchased  equipment.  Other  expenses  exclusive of direct costs
related to the former Wells branches increased  $438,000 (26.9%).  Items such as
computer  communications,  telephone,  ATM charges,  office  supplies,  postage,
promotion and advertising  reflected  significant  increases from the prior year
quarter.

Provision for Income Taxes

The  effective  tax rate for the three  months ended March 31, 1997 is 38.8% and
reflects a decrease from 41.7% in the year earlier  period.  The decrease in tax
rate is the result of higher  nontaxable  earnings from municipal bonds and life
insurance on a smaller income base from the prior year first  quarter.  The Bank
has been  increasing its holdings of tax-exempt  municipal bonds so the tax rate
should be somewhat lower during 1997.

Loans

In the first quarter of 1997,  loan balances  decreased  $9,674,000 or 2.2% from
the year end  balances  mostly  due to the  seasonality  of  agriculture  loans.
Average loan balances for the quarter were $431,800,000  versus  $319,601,000 in
the same period last year. The quarter  balances reflect the Sutter Buttes loans
plus the internal growth during 1996. As compared to December 31, 1996 balances,
commercial  loans  decreased  $9.7 million;  construction  loans  decreased $0.8
million;  real estate loans  decreased  $0.4 million and consumer  loans were up
$1.2 million during the first quarter.

Securities

At March 31, 1997, securities  held-to-maturity had a cost basis of $102,107,000
and  an  approximate  fair  value  of  $101,513,000.  This  portfolio  contained
mortgage-backed securities totaling $74,763,000 of which $33,438,000 were CMO's.
The securities available-for-sale portfolio had a fair value of $166,584,000 and
an amortized  cost of  $168,126,000.  This portfolio  contained  mortgage-backed
securities  with an amortized  cost of  $25,069,000  of which  $21,121,000  were
CMO's.

At  December  31,  1996,  securities   held-to-maturity  had  a  cost  basis  of
$104,713,000  and an  approximate  fair value of  $103,488,000.  This  portfolio
contained  mortgage-backed  securities totaling $81,202,000 of which $33,936,000
were CMO's.  The  securities  available-for-sale  portfolio  had a fair value of
$65,316,000  and an amortized  cost of  $66,307,000.  This  portfolio  contained
mortgage-backed  securities  with an  amortized  cost of  $30,260,000  of  which
$21,603,000 were CMO's.

As a result of the cash received in the Wells Fargo deposit  acquisition  in the
first  quarter of 1997,  the Bank  implemented  a plan to invest  these funds in
securities.  During the  quarter  $110,000,000  was  invested  in U.S.  Treasury
securities with  maturities  from six months to 26 months.  These monies will be
used to fund anticipated loan growth. Additionally,  $10,230,000 was invested in
long-term municipal bonds for yield enhancement and tax benefit purposes.



<PAGE>


Nonperforming Loans

As shown in the following table, total nonperforming assets have decreased about
19.0% to  $8,467,000  in the first three  months of 1997.  At March 31, 1997 non
performing  assets  represent  1.06% of total  assets  versus  1.5% at year end.
Nonperforming  loans  decreased  while OREO  increased  during this period.  All
nonaccrual  loans are considered to be impaired when  determining  the valuation
allowance under SFAS 114. Management  implemented some new procedures during the
quarter to improve the timeliness of identifying potential problem loans and the
collection process.

                                             March 31,    December 31,
                                               1997           1996

Nonaccrual loans                            $   6,672       $   9,044
Accruing loans past due 90 days or more           248              20
Restructured loans (in compliance with
  modified terms)                                   0               0
                                           -----------     -----------

     Total nonperforming loans                  6,920           9,064

Other real estate owned                         1,547           1,389
                                           -----------     -----------

     Total nonperforming assets             $   8,467       $  10,453
                                           ===========     ===========

Nonincome producing investments in real
  estate held by Bank's real estate
    development subsidiary                  $   1,227       $   1,173
                                           ===========     ===========

Nonperforming loans to total loans               1.61%           2.06%
Allowance for loan losses to
  nonperforming loans                              85%             67%
Nonperforming assets to total assets             1.06%           1.50%
Allowance for loan losses to
  nonperforming assets                             69%             58%












<PAGE>


Allowance for Loan Loss

The Bank maintains its allowance for loan losses at a level Management  believes
will be adequate to absorb probable  losses  inherent in existing loans,  leases
and  commitments to extend credit,  based on evaluations of the  collectibility,
impairment and prior loss experience of loans,  leases and commitments to extend
credit.

The following table presents information  concerning the allowance and provision
for loan losses.



                                           March 31,              March 31,
                                              1997                  1996
                                                    (in thousands)
Balance, beginning of period            $           6,097      $          5,580
Provision charged to operations                       600                    40
Loans charged off                                    (861)                 (123)
Recoveries of loans previously
  charged off                                          30                   209
                                       ===================    ==================
Balance, end of period                  $           5,866      $          5,706
                                       ===================    ==================

Ending loan portfolio                   $         429,615      $        329,575
                                       ===================    ==================
Allowance to loans as a
  percentage of ending loan portfolio                1.37%                 1.73%
                                       ===================    ==================
 


Equity

The following table indicates the amounts of regulatory capital of the Company.
<TABLE>
<CAPTION>

                                                                                     To Be Well
                                                                                  Capitalized Under
                                                                For Capital       Prompt Corrective
                                         Actual            Adequacy Purposes     Action Provisions
                                     Amount     Ratio        Amount     Ratio      Amount   Ratio
<S>                                  <C>       <C>          <C>       <C>        <C>       <C>
As of March  31, 1997:
Total Capital
    to Risk Weighted Assets          $58,467   11.67%       =>$40,085 =>8.0%     =>$50,106 =>10.0%
Tier I Capital
    to Risk Weighted Assets          $52,601   10.50%       =>$20,042 =>4.0%     =>$30,063 => 6.0%


</TABLE>

<PAGE>



                                     PART II


Other Information

(a)  Item 6.     Exhibits Filed Herewith

Exhibit No.                                           Exhibits

         3.1         Articles  of  Incorporation,  as amended to date,  filed as
                     Exhibit 3.1 to Registrant's  Report on Form 10-K, filed for
                     the year ended December 31, 1989, are  incorporated  herein
                     by reference.

         3.2         Bylaws,  as  amended  to  1992,  filed  as  Exhibit  3.2 to
                     Registrant's  Report on Form 10-K, filed for the year ended
                     December 31, 1992, are incorporated herein by reference.

         4.2         Certificate  of  Determination  of  Preferences of Series B
                     Preferred  Stock,  filed  as  Appendix  A  to  Registrant's
                     Registration  Statement  on Form  S-1  (No.  33-22738),  is
                     incorporated herein by reference.

         10.1        Lease for Park Plaza  Branch  premises  entered  into as of
                     September  29,  1978,  by and  between  Park Plaza  Limited
                     Partnership  as lessor  and Tri  Counties  Bank as  lessee,
                     filed as Exhibit 10.9 to the TriCo Bancshares  Registration
                     Statement  on  Form  S-14  (Registration  No.  2-74796)  is
                     incorporated herein by reference.

         10.2        Lease for Administration Headquarters premises entered into
                     as of April 25, 1986, by and between  Fortress-Independence
                     Partnership (A California  Limited  Partnership)  as lessor
                     and Tri Counties  Bank as lessee,  filed as Exhibit 10.6 to
                     Registrant's  Report on Form 10-K  filed for the year ended
                     December 31, 1986, is incorporated herein by reference.

         10.3        Lease for Data Processing premises entered into as of April
                     25, 1986, by and between Fortress-Independence  Partnership
                     (A  California  Limited  Partnership)  as  lessor  and  Tri
                     Counties   Bank  as  lessee,   filed  as  Exhibit  10.7  to
                     Registrant's  Report on Form 10-K  filed for the year ended
                     December 31, 1986, is incorporated herein by reference.

         10.4        Lease for Chico Mall premises  entered into as of March 11,
                     1988,  by and between  Chico Mall  Associates as lessor and
                     Tri  Counties  Bank as  lessee,  filed as  Exhibit  10.4 to
                     Registrant's  Report on Form 10-K  filed for the year ended
                     December 31, 1988, is incorporated by reference.

         10.5        First amendment to lease entered into as of May 31, 1988 by
                     and between Chico Mall  Associates  and Tri Counties  Bank,
                     filed as Exhibit 10.5 to  Registrant's  Report on Form 10-K
                     filed for the year ended December 31, 1988, is incorporated
                     by reference.

         10.9        Employment Agreement of Robert H. Steveson,  dated December
                     12, 1989 between Tri Counties Bank and Robert H.  Steveson,
                     filed as Exhibit 10.9 to  Registrant's  Report on Form 10-K
                     filed for the year ended December 31, 1989, is incorporated
                     by reference.

         10.11       Lease  for  Purchasing  and  Printing  Department  premises
                     entered into as of February 1, 1990, by and between  Dennis
                     M.  Casagrande  as lessor and Tri Counties  Bank as lessee,
                     filed as Exhibit 10.11 to Registrant's  Report on Form 10-K
                     filed for the year ended December 31, 1991, is incorporated
                     herein by reference.

         10.12       Addendum to  Employment  Agreement  of Robert H.  Steveson,
                     dated April 9, 1991, filed as Exhibit 10.12 to Registrant's
                     Report on Form 10-K filed for the year ended  December  31,
                     1991, is incorporated herein by reference.

         11.1        Computation of earnings per share.

         22.1        Tri Counties Bank, a California banking corporation, is the
                     only subsidiary of Registrant.

(b)  Reports on Form 8-K:

          1.         8-K  filed  February  21,  1997  for the  purchase  of nine
                     branches   from  Wells  Fargo  Bank,   N.A.  No   financial
                     statements were required to be filed.
<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.


                                                          TRICO BANCSHARES



Date        May  5, 1997                                 /s/Robert H. Steveson
      ---------------------                              -----------------------
                                                         Robert H. Steveson
                                                         President and
                                                         Chief Executive Officer


Date        May  5, 1997                                 /s/Robert M. Stanberry
      ---------------------                              -----------------------
                                                         Robert M. Stanberry
                                                         Vice President and
                                                         Chief Financial Officer
[{"type": "10-Q", "sequence": "1", "description": "10-Q", "secsgml_size_bytes": 55788}]
{"company-data": {"conformed-name": "TRICO BANCSHARES /", "cik": "0000356171", "assigned-sic": "6022", "irs-number": "942792841", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-10661", "film-number": "97595160"}, "business-address": {"street1": "TRI COUNTIES BANK ADMINISTRATION", "street2": "40 PHILADELPHIA DRIVE", "city": "CHICO", "state": "CA", "zip": "95973", "phone": "9168980300"}, "mail-address": {"street1": "TRI COUNTIES BANK ADMINISTRATION", "street2": "40 PHILADELPHIA DRIVE", "city": "CHICO", "state": "CA", "zip": "95973"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q
                   Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For Quarter Ended March 31, 1997                  Commission file number 0-10661
--------------------------------                  ------------------------------

                                TRICO BANCSHARES
             (Exact name of registrant as specified in its charter)

            California                                            94-2792841
------------------------------                               -------------------
(State or other jurisdiction                                  (I.R.S. Employer
incorporation or organization)                               Identification No.)

                 15 Independence Circle, Chico, California 95973
               (Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code                  916/898-0300

-------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
 report)

     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     
                                -----                -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

Title of Class:  Common stock, no par value

Outstanding shares as of May 5, 1997:     4,648,673
TRICO BANCSHARES
                                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                                 (unaudited)
                                               (in thousands)
March 31,         December 31,
                                                                        -----------------    -----------------
                                                                              1997                 1996
Assets:
Cash and due from banks                                                  $        47,665     $         52,231
Federal funds sold and repurchase agreements                                       7,000                    -
Securities held-to-maturity
 (approximate fair value $101,513 and $103,488)                                  102,107              104,713
Securities available-for-sale, net of
 unrealized gain(loss) of $(1,542) and $(991)                                    166,584               65,316
Loans, net of allowance for loan losses of $(5,866) and $(6,097)                 423,749              433,192
Premises and equipment, net                                                       16,117               14,717
Investment in real estate properties                                               1,227                1,173
Other real estate owned                                                            1,547                1,389
Accrued interest receivable                                                        4,732                4,572
Other assets                                                                      26,573               17,556
                                                                        -----------------    -----------------

     Total assets                                                        $       797,301      $       694,859
                                                                        =================    =================

Liabilities:
Deposits
 Noninterest-bearing demand                                              $       104,364      $       100,879
 Interest-bearing demand                                                         121,969               97,178
 Savings                                                                         220,958              172,789
Time certificates                                                                256,087              224,775
                                                                        -----------------    -----------------
     Total deposits                                                              703,378              595,621
Federal funds purchased                                                                -                4,900
Accrued interest payable and other liabilities                                    11,280                9,280
Long term borrowings                                                              21,278               24,281
                                                                        -----------------    -----------------

     Total liabilities                                                           735,936              634,082

Shareholders' equity:
Common stock                                                                      47,737               47,652
Retained earnings                                                                 14,905               14,076
Unrealized loss on securities available-for-sale, net                             (1,277)                (951)
                                                                        -----------------    -----------------

     Total shareholders' equity                                                   61,365               60,777
                                                                        -----------------    -----------------

     Total liabilities and shareholders' equity                          $       797,301      $       694,859
                                                                        =================    =================
TRICO BANCSHARES
                           CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                           (unaudited)
                         (in thousands except earnings per common share)

                                                  For the three months
                                                    ended March 31,
                                              1997                    1996
Interest income:
  Interest and fees on loans               $    10,731             $     8,563
  Interest on investment
   securities-taxable                            2,944                   2,698
  Interest on investment                             -                       -
   securities-tax exempt                            68                      33
  Interest on federal funds sold                   215                     311
                                          -------------           -------------
     Total interest income                      13,958                  11,605
                                          -------------           -------------

Interest expense:
  Interest on deposits                           5,209                   4,153
  Interest on federal funds purchased               39                       -
  Interest on other borrowings                     360                     382
                                          -------------           -------------
     Total interest expense                      5,608                   4,535
                                          -------------           -------------

     Net interest income                         8,350                   7,070

Provision for loan losses                          600                      40
                                          -------------           -------------
    Net interest income after
     provision for loan losses                   7,750                   7,030

Noninterest income:
  Service charges and fees                       1,491                   1,119
  Other income                                     606                     347
                                          -------------           -------------
     Total noninterest income                    2,097                   1,466
                                          -------------           -------------

Noninterest expenses:
  Salaries and related expenses                  3,576                   2,959
  Other, net                                     3,716                   2,546
                                          -------------           -------------
     Total noninterest expenses                  7,292                   5,505
                                          -------------           -------------

Net income before income taxes                   2,555                   2,991

  Income taxes                                     991                   1,247
                                          -------------           -------------

     Net income                                  1,564                   1,744

Primary earnings per common share          $      0.32             $      0.38
                                          =============           =============
Fully diluted earnings per common share    $      0.32             $      0.37
                                          =============           =============
TRICO BANCSHARES
                                          CONDENSED CONSOLIDATED STATEMENTS OF
                                             CHANGES IN SHAREHOLDERS' EQUITY
                                                       (unaudited)
                                         (in thousands, except number of shares)
Common stock                                
                                       -------------------------------                     Unrealized
                                           Number                          Retained          loss on
                                         of shares          Amount         earnings      securities, net         Total
                                       ---------------   -------------   -------------   -----------------    ------------
Balance,
 December 31, 1996                          4,641,223        $ 47,652        $ 14,076     $          (951)       $ 60,777

Exercise common stock
 options                                        4,150              33                                            $     33

Common stock cash
 dividends                                                                       (735)                           $   (735)

Change in unrealized loss
 on securities, net                                                                                  (326)       $   (326)

Stock option amortization                                          52                                            $     52

Net income, March 31, 1997                                                      1,564                            $  1,564
                                       ---------------   -------------   -------------   -----------------    ------------
Balance,
 March 31, 1997                             4,645,373        $ 47,737        $ 14,905      $       (1,277)       $ 61,365
                                       ===============   =============   =============   =================    ============
TRICO BANCSHARES
                              CONDENSED CONSOLIDATED STATEMENTS
                                        OF CASH FLOWS
                                       (in thousands)
For the three months
                                                                      ended March 31,
                                                                  1997               1996
Operating activities:
Net income                                                        $       1,564      $       1,744
Adjustments to reconcile net income to net cash provided
 by operating activities:
    Provision for loan losses                                               600                 40
    Provision for losses on other real estate owned                          10                  -
    Depreciation and amortization                                           492                415
    Amortization of investment security discounts                           (10)                38
    Deferred income taxes                                                 4,452               (250)
    (Gain) loss on sale of OREO, net                                        (14)                 8
    (Gain) loss on sale of loans, net                                       (17)                (2)
    (Gain) loss on sale of fixed assets                                      (6)                 -
    Origination of loans held for sale                                   (4,481)            (7,645)
    Proceeds from loan sales                                              4,073              1,220
    Amortization of stock options                                            52                 52
    (Increase) decrease in interest receivable                             (160)               586
    Increase (decrease) in interest payable                               1,388                679
    (Increase) decrease in other assets and liabilities                  (3,523)               189
                                                                    ------------       ------------
         Net cash provided (used) by operating activities                 4,420             (2,926)

Investing activities:
    Proceeds from maturities of securities held-to-maturity               2,643              6,626
    Purchases of securities held-to-maturity                                  -             (2,520)
    Proceeds from maturities of securities available-for-sale            15,230              5,555
    Purchases of securities available-for-sale                         (117,036)            (2,035)
    Net (increase) decrease in loans                                      9,200             (4,417)
    Proceeds from sales of fixed assets                                       9                  -
    Purchases of premises and equipment                                  (1,137)              (941)
    Purchases and additions to real estate properties                       (54)                 -
    Proceeds from the sale of OREO                                           97                 98
    Net cash received from purchase of Wells Fargo branch deposits      140,000                  -
                                                                    ------------       ------------
         Net cash provided (used) by investing activities                48,952              2,366

Financing activities:
    Net increase (decrease) in deposits (excluding effects of
      purchase of Wells Fargo branch deposits                           (42,333)           (25,185)
    Repayment of fed funds purchased                                     (4,900)                 -
    Payments of principal on long-term debt agreements                   (3,003)            (2,003)
    Cash dividends - Common                                                (735)              (595)
    Exercise of common stock options                                         33                 31
                                                                    ------------       ------------
         Net cash provided (used) by financing activities               (50,938)           (27,752)
                                                                    ------------       ------------
 
         Increase (decrease) in cash and cash equivalents                 2,434            (28,312)
         Cash and cash equivalents at beginning of year                  52,231             65,273
                                                                    ------------       ------------
         Cash and cash equivalents at end of period               $      54,665      $      36,961
                                                                    ============       ============

Supplemental information:
    Cash paid for taxes                                           $           -      $         362
    Cash paid for interest expense                                $       4,220      $       3,856
Item 1. Notes to Condensed Consolidated
                              Financial Statements

Note A - Basis of Presentation

The accompanying  condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange  Commission
(SEC) and in Management's opinion,  include all adjustments  (consisting only of
normal recurring  adjustments)  necessary for a fair presentation of results for
such interim periods. Certain information and note disclosures normally included
in annual financial  statements  prepared in accordance with generally  accepted
accounting  principles  have been omitted  pursuant to SEC rules or regulations;
however, the Company believes that the disclosures made are adequate to make the
information presented not misleading.

The interim  results for the three  months ended March 31, 1997 and 1996 are not
necessarily  indicative of results for the full year. It is suggested that these
financial  statements be read in conjunction  with the financial  statements and
the notes  included in the Company's  Annual Report for the year ended  December
31, 1996.

Note B - Acquisition

On February 21, 1997,  the Bank purchased and assumed  substantially  all of the
deposit  liabilities of nine branches from Wells Fargo Bank, N.A, San Francisco.
In connection with the acquisition of such deposit  liabilities and related cash
balances,  Tri Counties Bank also acquired certain other assets of the branches,
including real estate (four  branches),  furniture and fixtures and a relatively
insignificant amount of loans which were secured by deposit accounts. All assets
constituting  plant and equipment or other physical property will continue to be
used in the  banking  business.  Wells  Fargo Bank  retained  all other  revenue
producing assets which had originated from these branches.

A preliminary  summary of the deposit liabilities and limited assets acquired by
Tri Counties Bank is shown below:

Total deposits (liabilities) acquired                             $150,090,000
Less assets acquired
         Furniture and fixtures                                        214,000
         Land and premises                                             585,000
         Loans                                                         183,000
                                                                    ----------
                  Total assets acquired                                982,000
Less premium paid for deposits                                       9,108,000
                                                                    ----------
Net cash received by Tri Counties Bank for the deposits acquired  $140,000,000
                                                                  ============
Note C - Recently Issued Accounting Pronouncements

In February of 1997, the Financial  Accounting  Standards Board issued Statement
of Financial  Accounting Standards No. 128, "Earnings Per Share" (SFAS 128). The
Company is required to adopt SFAS 128 in the fourth  quarter of 1997 and at that
time will restate earnings per share data for prior periods to conform with SFAS
128. Earlier application is not permitted.

SFAS 128 replaces current earnings per share reporting requirements and requires
a dual presentation of basic and diluted earnings per share.  Basic earnings per
share  excludes  dilution and is computed by dividing net income by the weighted
average common shares outstanding  during the reported period.  Diluted earnings
per share reflects the potential dilution that could occur if common shares were
issued  pursuant to the exercise of options under the Bank's Stock Option Plans.
Diluted earnings per share under SFAS 128 should not be significantly  different
than primary earnings per share currently reported for the periods.

Pro forma amounts for basic and diluted earnings per share assuming SFAS 128 had
been in  effect  for the  three  months  ended  March  31,  1997 and 1996 are as
follows:

                                            Three months ended March 31,
                                               1997              1996
         Basic earnings per share              $0.34             $0.39
         Diluted earnings per share            $0.32             $0.38
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As TriCo  Bancshares (the  "Company") has not commenced any business  operations
independent of Tri Counties Bank (the "Bank"), the following discussion pertains
primarily  to the  Bank.  Average  balances,  including  such  balances  used in
calculating  certain financial ratios, are generally  comprised of average daily
balances for the Company. Except within the "overview" section,  interest income
and net interest income are presented on a tax equivalent basis.

In addition to the  historical  information  contained  herein,  this  Quarterly
Report contains certain forward-looking statements. The reader of this Quarterly
Report should understand that all such forward-looking statements are subject to
various  uncertainties and risks that could affect their outcome.  The Company's
actual   results  could  differ   materially   from  those   suggested  by  such
forward-looking  statements.  Factors  that could  cause or  contribute  to such
differences  include,  but are not limited to,  variances  in the actual  versus
projected  growth in assets,  return on assets,  loan  losses,  expenses,  rates
charged on loans and earned on securities  investments,  rates paid on deposits,
competition  effects,  fee and other noninterest  income earned as well as other
factors. This entire Quarterly Report should be read to put such forward-looking
statements  in  context  and  to  gain  a  more  complete  understanding  of the
uncertainties and risks involved in the Company's business.

Overview

The Company earned  $1,564,000 for the first quarter ended March 31, 1997 versus
$1,744,000 in the prior year. Fully diluted earnings per share were $0.32 versus
$0.37.

The 1997 first quarter pretax earnings were adversely  impacted by startup costs
related to the  February 21, 1997  acquisition  of deposits  from nine  branches
formerly owned by Wells Fargo Bank,  N.A. and higher quarter over quarter charge
offs for credit cards and provisions for loan losses. As a result, first quarter
1997 pretax  earnings  decreased  $436,000 to  $2,555,000.  Net interest  income
reflected  growth of 18.1% to $8,350,000.  The interest income  component was up
$2,253,000  (20.3%) due to higher  quarter over quarter volume of both loans and
securities and a 27 basis point increase in yields on securities.  Average rates
received on loans were lower by 78 basis  points due  primarily to the effect of
lower rate mortgage loans acquired in the Sutter Buttes Savings Bank acquisition
in the fourth  quarter  of last  year.  Interest  expense  increased  $1,073,000
(23.7%)  which  was  due  entirely  to  increased  volume  of  interest  bearing
liabilities  as the  overall  rate on these  liabilities  was down  only 6 basis
points to 3.95%.  Net  interest  margin was 5.14% for the first  quarter of 1996
versus 5.29% in the prior year. A change in the asset and liability mix affected
the net interest margin as the acquired  deposits from Wells Fargo were invested
in government  securities and Sutter Buttes added mostly mortgage loans and time
deposits.  The net interest  margin for 1997 will likely be somewhat  lower than
prior  year  levels  until  loan  production  replaces  some  of the  investment
securities.

Noninterest  income  reflected  growth of 43.0% to a total of $2,097,000 for the
first  quarter of 1997 over the prior year.  The  service  charge and fee income
portion  increased 33.2% to $1,491,000 due to an increase in account volumes and
selective fee increases made in June 1996.  Other income increased from $347,000
in 1996 to  $606,000  in 1997.  Commissions  on the  sale of  mutual  funds  and
annuities  accounted  for $97,000 of the  increase.  Earnings on life  insurance
which funds supplemental  retirement  programs totaled $60,000 versus an expense
of $33,000 in 1996.

Noninterest expense increased $1,787,000 to $7,292,000 in the first quarter 1997
versus 1996.  Direct  costs  related to the  conversion  of the nine Wells Fargo
branches totaled $273,000. Operating costs for these branches during the quarter
were $477,000 which includes $113,000 of core deposit and goodwill amortization.
Salary and benefit expense not related to the nine branches,  increased $394,000
or 13.3% on a quarter over quarter  basis.  The salary expense was higher due to
increased  staff from the Sutter Buttes  acquisition,  higher  benefit costs and
normal salary  progression.  Occupancy  costs exclusive of the nine branches was
$164,000 (19.0%) higher. Other expenses such as communications,  telephone,  ATM
charges,  office  supplies,  postage,  promotion and advertising  increased as a
result of the Sutter Buttes and Wells Fargo branch acquisitions.

Assets  of the  Company  totaled  $797,301,000  at March 31,  1997  which was an
increase of $102,442,000  (14.8%) and $218,695,000 (37.8%) from the December 31,
1996 and March 31, 1996 ending balances, respectively. Changes in earning assets
from the prior year  quarter  end  balances  included:  an  increase in loans of
$100,040,000  to  $429,615,000;  and an increase in securities of $83,619,000 to
$268,691,000.

For the first quarter of 1997 the Company had an annualized  return on assets of
0.85% and a return on equity of 10.19%  versus  1.18% and 12.92% in 1996.  TriCo
Bancshares  ended the quarter  with a leverage  ratio of 8.1%,  a Tier 1 capital
ratio of 10.5% and a total risk-based capital ratio of 11.7%.
The  following  table  provides  a summary of the major  elements  of income and
expense for the first quarter of 1997 compared with the first quarter of 1996.

                                          TRICO BANCSHARES
                                       CONDENSED COMPARATIVE
                                          INCOME STATEMENT
                          (in thousands, except earnings per common share)

                                            Three months
                                           ended March 31,        Percentage
                                        1997             1996       Change
                                        (in thousands, except      increase
                                         earnings per share)      (decrease)
Interest income                  $      13,993    $      11,629      20.3%
Interest expense                         5,608            4,535      23.7%
                                 --------------   --------------

Net interest income                      8,385            7,094      18.2%

Provision for loan losses                  600               40    1400.0%
                                 --------------   --------------

Net interest income after                7,785            7,054      10.4%
  provision for loan losses

Noninterest income                       2,097            1,466      43.0%
Noninterest expenses                     7,292            5,505      32.5%
                                 --------------   --------------

Net income before income taxes           2,590            3,015     -14.1%
Income taxes                               991            1,247     -20.5%
Tax equivalent adjustment1                  35               24      46.8%
                                 --------------   --------------

Net income                               1,564            1,744     -10.3%
                                 ==============   ==============

Primary earnings per common share         0.32             0.38     -15.8%

1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
and 1.73 for March 31, 1997 and 1996 respectively.
Net Interest Income / Net Interest Margin

Net  interest  income  represents  the  excess of  interest  and fees  earned on
interest-earning  assets  (loans,  securities  and Federal  Funds sold) over the
interest  paid on  deposits  and  borrowed  funds.  Net  interest  margin is net
interest  income  expressed  as a  percentage  of average  earning  assets.  Net
interest income comprises the major portion of the Bank's income.

For the three months ended March 31, 1997, interest income increased  $2,364,000
or 20.3% over the same  period in 1996.  The  average  balance of total  earning
assets was higher by $115,944,000 which was a 21.6% increase. The acquisition of
Sutter  Buttes  Savings  Bank in the fourth  quarter of 1996 and the purchase of
deposits  from Wells  Fargo  Bank in  February  1997  helped  contribute  to the
increase in earning  assets.  The  average  balances  of loans  outstanding  and
securities  increased  $112,199,000  and  $11,104,000,  respectively.  These two
volume  increases  accounted for  additional  interest  income of $3,006,000 and
$158,000.  These increases were offset in part by a $7,359,000 or 31.1% decrease
in the average  balance of Federal  Funds sold which  resulted in a reduction in
interest  income of  $97,000.  The average  rate  received on loans in the first
quarter of 1997 was 9.94% which was a decrease of 78 basis points from the first
quarter last year.  Interest income was negatively  affected by $838,000 because
of the lower  rate.  The large  number of  mortgage  loans in the Sutter  Buttes
portfolio were the major cause in lowering the average rate for loans.  However,
the average  rate  received on  securities  rose 27 basis  points to 5.97% which
accounted for an $134,000 increase in interest income.

For the first quarter of 1997, interest expense increased by $1,073,000 or 23.7%
over the year earlier period.  Due to the two acquisitions,  average balances of
interest bearing liabilities  increased in all categories from the previous year
except for long-term  debt. The higher volumes of interest  bearing  liabilities
increased  interest  expense   $1,215,000.   The  average  rate  paid  on  these
liabilities  decreased 6 basis points to 3.95% and  accounted for a reduction of
$142,000 in interest expense.

The combined effect of the increase in both interest income and interest expense
for the first  quarter of 1997 versus 1996 resulted in an increase of $1,291,000
or 18.2% in net interest  income.  Net interest  margin was down 15 basis points
from 5.29% to 5.14%.  Net interest  margin is affected by the rates  received on
earning assets, the mix of products i.e. loans and securities within the assets,
the  yields  paid on  interest  bearing  liabilities  and the mix  within  these
liabilities.  As a result of the two  acquisitions,  all four of these variables
changed in the first  quarter  as  compared  to the first  quarter of last year.
Management expects the net interest margin will continue to be somewhat lower in
1997 until higher loan volume can replace investment securities.

The following  two tables  provide  summaries of the  components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter ended March 31, 1997 versus the same period in 1996.
TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
Three Months Ended
                                               March 31, 1997                             March 31, 1996

                                  Average          Income/     Yield/        Average         Income/       Yield/
                                  Balance1         Expense     Rate          Balance1        Expense       Rate
Assets
Earning assets
  Loan 2,3                       $ 431,800       $  10,731     9.94%        $ 319,601      $   8,563      10.72%
  Securities                       204,298           3,047     5.97%          193,194          2,755       5.70%
  Federal funds sold                16,289             215     5.28%           23,648            311       5.26%
                              -------------    ------------              -------------   ------------
    Total earning assets           652,387          13,993     8.58%          536,443         11,629       8.67%
                                               ------------                              ------------
Cash and due from bank              40,981                                     29,661
Premises and equipment              15,511                                     13,337
Other assets,net                    29,080                                     17,768
Less:  allowance
  for loan losses                   (6,018)                                    (5,593)
                              -------------                              -------------
      Total                      $ 731,941                                  $ 591,616
                              =============                              =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                $ 106,692             604      2.26%      $   84,662            476       2.25%
  Savings deposits                 196,804           1,493      3.03%         166,043          1,266       3.05%
  Time deposits                    237,228           3,112      5.25%         175,474          2,411       5.50%
Federal funds purchased              2,854              39      5.47%               -              -
Long-term debt                      23,913             360      6.02%          26,054            382       5.86%
                              -------------    ------------              -------------   ------------
   Total interest-bearing
      liabilities                  567,491           5,608      3.95%         452,233          4,535       4.01%
                                               ------------                              ------------
Noninterest-bearing deposits        92,958                                     76,775
Other liabilities                    9,669                                      8,598
Shareholders' equity                61,823                                     54,010
                              -------------                              -------------
    Total liabilities
      and shareholders' equity   $ 731,941                                  $ 591,616
                              =============                              =============

Net interest rate spread5                                       4.63%                                      4.66%
Net interest income/net                         $    8,385                                $    7,094
                                               ============                              =============
  interest margin6                                    5.14%                                     5.29%
                                               ============                              =============

1 Average balances are computed principally on the basis of daily balances.
2 Nonaccrual loans are included.
3 Interest income on loans includes fees on loans of $576,000 in 1997 and $407,000 in 1996.
4 Interest  income is stated on a tax equivalent  basis of 1.52 and 1.73 at March
  31, 1997 and 1996 respectively.
5 Net interest rate spread represents the average
  yield earned on interest-earning assets less the average rate paid
  on interest-bearing liabilities.
6 Net  interest  margin is  computed  by dividing  net  interest  income by total
  average earning assets.
TRICO BANCSHARES
                            ANALYSIS OF VOLUME AND RATE CHANGES
                             ON NET INTEREST INCOME AND EXPENSE
                                       (in thousand)

                                 For the three months ended March 31,
                                            1997 over 1996
            
                                                                      Yield/
                                 Volume             Rate4              Total
                            ------------     -------------     --------------
Increase (decrease) in
  interest income:
    Loans 1,2               $     3,006       $      (838)       $     2,168
    Investment securities3          158               134                292
    Federal funds sold              (97)                1                (96)
                            ------------     -------------     --------------
      Total                       3,067              (703)             2,364
                            ------------     -------------     --------------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)            124                 4                128
    Savings deposits                235                (8)               227
    Time deposits                   848              (147)               701
    Federal funds purchased          39                 0                 39
    Long-term debt                  (31)                9                (22)
                            ------------     -------------     --------------
      Total                       1,215              (142)             1,073
                            ------------     -------------     --------------

Increase (decrease) in
  net interest income       $     1,852       $      (561)       $     1,291
                            ============     =============     ==============

1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $576,000 in 1997 and
$407,000 in 1996.  3Interest  income is stated on a tax equivalent basis of 1.52
and 1.73 for March 31, 1997 and 1996 respectively.
4The rate/volume variance has been included in the rate variance.
Provision for Loan Losses

The Bank  provided  $600,000 for loan losses in the first quarter of 1997 versus
$40,000 in the same  period in 1996.  Net charge offs for all loans in the first
quarter of 1997 totaled  $831,000  versus net  recoveries of $85,000 in the year
earlier period.  Included in the charge-offs were credit card losses of $233,000
versus $41,000 in the first quarter of 1996.  Selected other nonperforming loans
were also  charged off to clean up the  portfolio.  The loan growth  recorded in
1996 requires an increase to the  allowance  for loan losses to cover  potential
losses as these loans age over time.  Accordingly,  management  anticipates that
loan loss  provisions  will continue at higher levels than were recorded in 1996
until a higher coverage ratio is attained.

Noninterest Income

Total  noninterest  income for the first quarter of 1997  increased  $631,000 or
43.0% from the same period in 1996. Service charges and fees on deposit accounts
increased 33.2% to $1,491,000 in the first quarter versus year ago results. This
change  is due to  increases  in  account  volumes  mainly  as a  result  of the
previously mentioned acquisitions and selective fee increases made in June 1996.
Other  income was up from  $347,000  in 1996 to  $606,000  in 1997.  Most of the
change was related to a $97,000 increase in commissions on the sale of annuities
and  mutual  funds  and  earnings  of  $60,000  on life  insurance  which  funds
supplemental retirement programs versus an expense of $33,000 in 1996.

Noninterest Expense

Noninterest  expense is comprised  of operating  expenses of the Company and the
Bank,  plus the total  noninterest  (income)  expenses of the Bank's real estate
development  subsidiary.  These  expenses  increased  $1,787,000 or 32.5% in the
first quarter of 1997 versus the same period last year.  Direct costs related to
the  conversion of the nine Wells Fargo  branches  totaled  $273,000.  Operating
costs for these  branches  during  the  quarter  were  $477,000  which  includes
$113,000 of core deposit and goodwill amortization.

Salary and benefit expense not related to the nine branches,  increased $394,000
or 13.3% on a quarter over quarter  basis.  The salary expense was higher due to
increased  staff from the Sutter Buttes  acquisition,  higher  benefit costs and
normal salary  progression.  Occupancy  costs exclusive of the nine branches was
$164,000 (19.0%) higher. Costs in this category which had significant  increases
included;  lease  expense,  premise  and  equipment  repairs,   depreciation  on
equipment  and purchased  equipment.  Other  expenses  exclusive of direct costs
related to the former Wells branches increased  $438,000 (26.9%).  Items such as
computer  communications,  telephone,  ATM charges,  office  supplies,  postage,
promotion and advertising  reflected  significant  increases from the prior year
quarter.

Provision for Income Taxes

The  effective  tax rate for the three  months ended March 31, 1997 is 38.8% and
reflects a decrease from 41.7% in the year earlier  period.  The decrease in tax
rate is the result of higher  nontaxable  earnings from municipal bonds and life
insurance on a smaller income base from the prior year first  quarter.  The Bank
has been  increasing its holdings of tax-exempt  municipal bonds so the tax rate
should be somewhat lower during 1997.

Loans

In the first quarter of 1997,  loan balances  decreased  $9,674,000 or 2.2% from
the year end  balances  mostly  due to the  seasonality  of  agriculture  loans.
Average loan balances for the quarter were $431,800,000  versus  $319,601,000 in
the same period last year. The quarter  balances reflect the Sutter Buttes loans
plus the internal growth during 1996. As compared to December 31, 1996 balances,
commercial  loans  decreased  $9.7 million;  construction  loans  decreased $0.8
million;  real estate loans  decreased  $0.4 million and consumer  loans were up
$1.2 million during the first quarter.

Securities

At March 31, 1997, securities  held-to-maturity had a cost basis of $102,107,000
and  an  approximate  fair  value  of  $101,513,000.  This  portfolio  contained
mortgage-backed securities totaling $74,763,000 of which $33,438,000 were CMO's.
The securities available-for-sale portfolio had a fair value of $166,584,000 and
an amortized  cost of  $168,126,000.  This portfolio  contained  mortgage-backed
securities  with an amortized  cost of  $25,069,000  of which  $21,121,000  were
CMO's.

At  December  31,  1996,  securities   held-to-maturity  had  a  cost  basis  of
$104,713,000  and an  approximate  fair value of  $103,488,000.  This  portfolio
contained  mortgage-backed  securities totaling $81,202,000 of which $33,936,000
were CMO's.  The  securities  available-for-sale  portfolio  had a fair value of
$65,316,000  and an amortized  cost of  $66,307,000.  This  portfolio  contained
mortgage-backed  securities  with an  amortized  cost of  $30,260,000  of  which
$21,603,000 were CMO's.

As a result of the cash received in the Wells Fargo deposit  acquisition  in the
first  quarter of 1997,  the Bank  implemented  a plan to invest  these funds in
securities.  During the  quarter  $110,000,000  was  invested  in U.S.  Treasury
securities with  maturities  from six months to 26 months.  These monies will be
used to fund anticipated loan growth. Additionally,  $10,230,000 was invested in
long-term municipal bonds for yield enhancement and tax benefit purposes.
Nonperforming Loans

As shown in the following table, total nonperforming assets have decreased about
19.0% to  $8,467,000  in the first three  months of 1997.  At March 31, 1997 non
performing  assets  represent  1.06% of total  assets  versus  1.5% at year end.
Nonperforming  loans  decreased  while OREO  increased  during this period.  All
nonaccrual  loans are considered to be impaired when  determining  the valuation
allowance under SFAS 114. Management  implemented some new procedures during the
quarter to improve the timeliness of identifying potential problem loans and the
collection process.

                                             March 31,    December 31,
                                               1997           1996

Nonaccrual loans                            $   6,672       $   9,044
Accruing loans past due 90 days or more           248              20
Restructured loans (in compliance with
  modified terms)                                   0               0
                                           -----------     -----------

     Total nonperforming loans                  6,920           9,064

Other real estate owned                         1,547           1,389
                                           -----------     -----------

     Total nonperforming assets             $   8,467       $  10,453
                                           ===========     ===========

Nonincome producing investments in real
  estate held by Bank's real estate
    development subsidiary                  $   1,227       $   1,173
                                           ===========     ===========

Nonperforming loans to total loans               1.61%           2.06%
Allowance for loan losses to
  nonperforming loans                              85%             67%
Nonperforming assets to total assets             1.06%           1.50%
Allowance for loan losses to
  nonperforming assets                             69%             58%
Allowance for Loan Loss

The Bank maintains its allowance for loan losses at a level Management  believes
will be adequate to absorb probable  losses  inherent in existing loans,  leases
and  commitments to extend credit,  based on evaluations of the  collectibility,
impairment and prior loss experience of loans,  leases and commitments to extend
credit.

The following table presents information  concerning the allowance and provision
for loan losses.

                                           March 31,              March 31,
                                              1997                  1996
                                                    (in thousands)
Balance, beginning of period            $           6,097      $          5,580
Provision charged to operations                       600                    40
Loans charged off                                    (861)                 (123)
Recoveries of loans previously
  charged off                                          30                   209
                                       ===================    ==================
Balance, end of period                  $           5,866      $          5,706
                                       ===================    ==================

Ending loan portfolio                   $         429,615      $        329,575
                                       ===================    ==================
Allowance to loans as a
  percentage of ending loan portfolio                1.37%                 1.73%
                                       ===================    ==================
 

Equity

The following table indicates the amounts of regulatory capital of the Company.
To Be Well
                                                                                  Capitalized Under
                                                                For Capital       Prompt Corrective
                                         Actual            Adequacy Purposes     Action Provisions
                                     Amount     Ratio        Amount     Ratio      Amount   Ratio
As of March  31, 1997:
Total Capital
    to Risk Weighted Assets          $58,467   11.67%       =>$40,085 =>8.0%     =>$50,106 =>10.0%
Tier I Capital
    to Risk Weighted Assets          $52,601   10.50%       =>$20,042 =>4.0%     =>$30,063 => 6.0%
PART II

Other Information

(a)  Item 6.     Exhibits Filed Herewith

Exhibit No.                                           Exhibits

         3.1         Articles  of  Incorporation,  as amended to date,  filed as
                     Exhibit 3.1 to Registrant's  Report on Form 10-K, filed for
                     the year ended December 31, 1989, are  incorporated  herein
                     by reference.

         3.2         Bylaws,  as  amended  to  1992,  filed  as  Exhibit  3.2 to
                     Registrant's  Report on Form 10-K, filed for the year ended
                     December 31, 1992, are incorporated herein by reference.

         4.2         Certificate  of  Determination  of  Preferences of Series B
                     Preferred  Stock,  filed  as  Appendix  A  to  Registrant's
                     Registration  Statement  on Form  S-1  (No.  33-22738),  is
                     incorporated herein by reference.

         10.1        Lease for Park Plaza  Branch  premises  entered  into as of
                     September  29,  1978,  by and  between  Park Plaza  Limited
                     Partnership  as lessor  and Tri  Counties  Bank as  lessee,
                     filed as Exhibit 10.9 to the TriCo Bancshares  Registration
                     Statement  on  Form  S-14  (Registration  No.  2-74796)  is
                     incorporated herein by reference.

         10.2        Lease for Administration Headquarters premises entered into
                     as of April 25, 1986, by and between  Fortress-Independence
                     Partnership (A California  Limited  Partnership)  as lessor
                     and Tri Counties  Bank as lessee,  filed as Exhibit 10.6 to
                     Registrant's  Report on Form 10-K  filed for the year ended
                     December 31, 1986, is incorporated herein by reference.

         10.3        Lease for Data Processing premises entered into as of April
                     25, 1986, by and between Fortress-Independence  Partnership
                     (A  California  Limited  Partnership)  as  lessor  and  Tri
                     Counties   Bank  as  lessee,   filed  as  Exhibit  10.7  to
                     Registrant's  Report on Form 10-K  filed for the year ended
                     December 31, 1986, is incorporated herein by reference.

         10.4        Lease for Chico Mall premises  entered into as of March 11,
                     1988,  by and between  Chico Mall  Associates as lessor and
                     Tri  Counties  Bank as  lessee,  filed as  Exhibit  10.4 to
                     Registrant's  Report on Form 10-K  filed for the year ended
                     December 31, 1988, is incorporated by reference.

         10.5        First amendment to lease entered into as of May 31, 1988 by
                     and between Chico Mall  Associates  and Tri Counties  Bank,
                     filed as Exhibit 10.5 to  Registrant's  Report on Form 10-K
                     filed for the year ended December 31, 1988, is incorporated
                     by reference.

         10.9        Employment Agreement of Robert H. Steveson,  dated December
                     12, 1989 between Tri Counties Bank and Robert H.  Steveson,
                     filed as Exhibit 10.9 to  Registrant's  Report on Form 10-K
                     filed for the year ended December 31, 1989, is incorporated
                     by reference.

         10.11       Lease  for  Purchasing  and  Printing  Department  premises
                     entered into as of February 1, 1990, by and between  Dennis
                     M.  Casagrande  as lessor and Tri Counties  Bank as lessee,
                     filed as Exhibit 10.11 to Registrant's  Report on Form 10-K
                     filed for the year ended December 31, 1991, is incorporated
                     herein by reference.

         10.12       Addendum to  Employment  Agreement  of Robert H.  Steveson,
                     dated April 9, 1991, filed as Exhibit 10.12 to Registrant's
                     Report on Form 10-K filed for the year ended  December  31,
                     1991, is incorporated herein by reference.

         11.1        Computation of earnings per share.

         22.1        Tri Counties Bank, a California banking corporation, is the
                     only subsidiary of Registrant.

(b)  Reports on Form 8-K:

          1.         8-K  filed  February  21,  1997  for the  purchase  of nine
                     branches   from  Wells  Fargo  Bank,   N.A.  No   financial
                     statements were required to be filed.
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.

                                                          TRICO BANCSHARES

Date        May  5, 1997                                 /s/Robert H. Steveson
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                                                         Robert H. Steveson
                                                         President and
                                                         Chief Executive Officer

Date        May  5, 1997                                 /s/Robert M. Stanberry
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                                                         Robert M. Stanberry
                                                         Vice President and
                                                         Chief Financial Officer