<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 September 30, 1996              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 November  11, 1996:   4,641,223

<PAGE>

                                TRICO BANCSHARES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                        September 30, December 31,
                                                                                                 1996         1996    
                                                                                            ---------    ---------
<S>                                                                                         <C>          <C>      
Assets:
Cash and due from banks .................................................................   $  36,190    $  39,673
Federal funds sold ......................................................................        --         25,600
Securities held-to-maturity
 (approximate fair value $103,339 and $116,576) .........................................     105,949      116,865
Securities available-for-sale, net of
 unrealized (loss) of $(2,145) and $(236) ...............................................      68,148       76,246
Loans, net of allowance for loan losses of $(5,571) and $(5,580) ........................     374,379      313,186
Premises and equipment, net .............................................................      14,130       13,189
Investment in real estate properties ....................................................       1,173        1,173
Other real estate owned .................................................................       1,582          631
Accrued interest receivable .............................................................       4,082        4,609
Other assets ............................................................................      15,406       12,382
                                                                                            ---------    ---------

     Total assets .......................................................................   $ 621,039    $ 603,554
                                                                                            =========    =========

Liabilities:
Deposits
 Noninterest-bearing demand .............................................................   $  83,009    $  90,308
 Interest-bearing demand ................................................................      89,352       84,314
 Savings ................................................................................     159,853      161,479
Time certificates .......................................................................     193,405      180,092
                                                                                            ---------    ---------
     Total deposits .....................................................................     525,619      516,193
Fed funds purchased .....................................................................       7,500         --
Accrued interest payable and other liabilities ..........................................       7,579        7,856
Long term borrowings ....................................................................      24,284       26,292
                                                                                            ---------    ---------

     Total liabilities ..................................................................     564,982      550,341

Shareholders' equity:
Common stock ............................................................................      44,745       44,315
Retained earnings .......................................................................      12,974        9,548
Unrealized loss on securities available for sale ........................................      (1,662)        (650)
                                                                                            ---------    ---------

     Total shareholders' equity .........................................................      56,057       53,213
                                                                                            ---------    ---------

     Total liabilities and shareholders' equity .........................................   $ 621,039    $ 603,554
                                                                                            =========    =========

</TABLE>
<PAGE>

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

                                                                     For the three months   For the nine months
                                                                      ended September 30,   ended September 30,
                                                                          1996       1995       1996       1995
<S>                                                                   <C>        <C>        <C>        <C>     
Interest income:
  Interest and fees on loans ......................................   $  9,955   $  8,724   $ 27,548   $ 25,005
  Interest on investment
   securities-taxable .............................................      2,577      2,857      7,916      8,962
  Interest on investment
   securities-tax exempt ..........................................         30         38         93        125
  Interest on federal funds sold ..................................       --           10        332        140
                                                                      --------   --------   --------   --------
     Total interest income ........................................     12,562     11,629     35,889     34,232
                                                                      --------   --------   --------   --------

Interest expense:
  Interest on deposits ............................................      4,196      4,127     12,295     11,988
  Interest on federal funds purchased .............................        204         49        348        106
  Interest on other borrowings ....................................        456        353      1,246      1,249
                                                                      --------   --------   --------   --------
     Total interest expense .......................................      4,856      4,529     13,889     13,343
                                                                      --------   --------   --------   --------

     Net interest income ..........................................      7,706      7,100     22,000     20,889

Provision for loan losses .........................................        537        160        627        235
                                                                      --------   --------   --------   --------
    Net interest income after
     provision for loan losses ....................................      7,169      6,940     21,373     20,654

Noninterest income:
  Service charges and fees ........................................      1,296      1,067      3,591      3,103
  Other income ....................................................        449        375      1,200      1,419
  Securities gains (losses), net ..................................       --         --         --          (10)
                                                                      --------   --------   --------   --------
     Total noninterest income .....................................      1,745      1,442      4,791      4,512
                                                                      --------   --------   --------   --------

Noninterest expenses:
  Salaries and related expenses ...................................      2,941      2,652      8,905      8,186
  Other, net ......................................................      2,876      2,600      8,241      8,093
                                                                      --------   --------   --------   --------
     Total noninterest expenses ...................................      5,817      5,252     17,146     16,279
                                                                      --------   --------   --------   --------

Net income before income taxes ....................................      3,097      3,130      9,018      8,887

  Income taxes ....................................................      1,276      1,286      3,749      3,649
                                                                      --------   --------   --------   --------

     Net income ...................................................      1,821      1,844      5,269      5,238

Preferred stock dividends .........................................       --           35       --          245
                                                                      --------   --------   --------   --------
Net income available to
 common shareholders ..............................................      1,821      1,809      5,269      4,993
                                                                      --------   --------   --------   --------

Primary earnings per common share .................................   $   0.39   $   0.39   $   1.13   $   1.08
                                                                      ========   ========   ========   ========
Fully diluted earnings per common share $ .........................       0.39   $   0.38   $   1.13   $   1.06
                                                                      ========   ========   ========   ========
</TABLE>
<PAGE>

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


                                                    Common stock                           Unrealized
                                          ---------------------------------                ------------
                                                                                           securities
                                                                                           ------------
                                             Number                          Retained        holding
                                          --------------                   -------------   ------------
                                            of shares         Amount         earnings      gain (loss)        Total
                                          --------------   -------------   -------------   ------------    ------------

<S>                                           <C>              <C>            <C>            <C>              <C>     
Balance,
 December 31, 1995                            4,464,828        $ 44,315       $   9,548      $    (650)       $ 53,213

Exercise of common stock
 options                                         62,862             356                                      $     356

Repurchase of common stock                       (8,285)            (82)            (64)                     $    (146)

Common stock cash
 dividends                                                                       (1,779)                      $ (1,779)

Change in securities
 loss on securities                                                                             (1,012)       $ (1,012)

Stock option amortization                                           156                                      $     156

Net income, September 30, 1996                                                    5,269                      $   5,269
                                          --------------   -------------   -------------   ------------    ------------

Balance, September 30, 1996                   4,519,405        $ 44,745        $ 12,974       $ (1,662)       $ 56,057
                                          ==============   =============   =============   ============    ============
</TABLE>
<PAGE>

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

                                                                       For the nine months
                                                                       ended September 30,
                                                                        1996        1995

<S>                                                                  <C>          <C>   
Operating activities:
Net income ......................................................    $ 5,269      $5,238
Adjustments to reconcile net income to net cash provided
 by operating activities:
    Provision for loan losses ...................................        627         235
    Provision for losses on OREO ................................       --            35
    Depreciation and amortization ...............................      1,328       1,202
    Amortization of investment security discounts ...............         42          89
    Deferred income taxes .......................................        107        (112)
    Investment security losses (net) ............................       --            10
    (Gain) loss on sale of other real estate owned ..............         (5)        (73)
    (Gain) loss on sale of premises and equipment ...............         (7)       --
    (Gain) loss on sale of loans ................................         (8)        (23)
    Proceeds from loan sales ....................................     13,217       5,819
    Origination of loans held for sale ..........................    (20,483)     (6,794)
    Amortization of stock options ...............................        156         157
    (Increase) decrease in interest receivable ..................        527         335
    Increase (decrease) in interest payable .....................       (729)        959
    (Increase) decrease in other assets and liabilities .........     (2,195)     (1,346)
                                                                    --------    --------
      Net cash provided (used) by operating activities ..........     (2,154)      5,731
                                                                    --------    --------

Investing activities:
    Proceeds from maturities of securities held-to-maturity .....     14,256      11,191
    Purchases of securities held-to-maturity ....................     (5,516)       --
    Proceeds from maturities of securities available-for-sale ...     12,677       8,554
    Proceeds from sales of securities available-for-sale ........       --         6,993
    Purchases of securities available-for-sale ..................    (13,644)     (5,720)
    Net (increase) decrease in loans ............................    (56,007)    (12,077)
    Purchases of premises and equipment .........................     (2,030)       (852)
    Proceeds from sale of other real estate owned ...............        515       1,180
                                                                    --------    --------
      Net cash provided (used) by investing activities ..........     40,278       9,269
                                                                    --------    --------
</TABLE>
<PAGE>




(continued)
                                TRICO BANCSHARES
                        CONDENSED CONSOLIDATED STATEMENTS
                                  OF CASH FLOWS
                                   (unaudited)
                                 (in thousands)

                                   (continued)
<TABLE>
<CAPTION>

                                                                      For the nine months
                                                                       ended September 30,
                                                                        1996        1995


<S>                                                                  <C>        <C>    
Financing activities:
    Net increase (decrease) in deposits .........................      9,426      (8,160)
    Net increase in federal funds purchased .....................      7,500       7,700
    Repayment of repurchase agreements ..........................       --       (20,629)
    Payments of principal on long-term debt agreements ..........     (2,008)     (2,033)
    Redemption of preferred stock ...............................       --        (4,000)
    Repurchase of common stock ..................................       (146)       --
    Cash dividends - Preferred ..................................       --          (245)
    Cash dividends - Common .....................................     (1,779)     (1,061)
    Exercise of common stock options ............................        356         513
                                                                    --------    --------
      Net cash provided (used) by financing activities ..........     13,349     (27,915)
                                                                    --------    --------

      Increase (decrease) in cash and cash equivalents ..........    (29,083)    (12,915)
      Cash and cash equivalents at beginning of year ............     65,273      39,709
                                                                    --------    --------
      Cash and cash equivalents at end of period ................   $ 36,190    $ 26,794
                                                                    ========    ========

Supplemental information:
    Cash paid for taxes .........................................   $  4,097    $  3,540
    Cash paid for interest expense ..............................   $ 14,618    $ 12,384
</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 nine months ended  September 30, 1996 and 1995, 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, 1995.

Note B - Mortgage Servicing

As of  January  1,  1996,  the  Company  adopted  FASB  Statement  of  Financial
Accounting  Standards No 122,  Accounting for Mortgage  Servicing Rights,  (SFAS
122). SFAS 122 requires a mortgage banking enterprise to recognize the rights to
service  mortgage loans for others as a separate  asset.  SFAS 122 also requires
that a mortgage banking  enterprise  assess its capitalized  mortgage  servicing
rights  for  impairment  based on the fair value of those  rights and  recognize
impairment through a valuation allowance.

The  adoption  of SFAS  122 did not  have a  material  impact  on the  Company's
financial  position or results of operations for the nine months ended September
30, 1996.




<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.  Unless  otherwise  stated,  interest  income and net
interest income are presented on a tax equivalent basis.

Overview

The Company  earned  $1,821,000  for the third quarter ended  September 30, 1996
versus  $1,844,000 for the same period in 1995. Fully diluted earnings per share
for the third quarter periods were $0.39 and $0.38,  respectively.  Earnings for
the nine months ended September 30, 1996 were $5,269,000 versus year ago results
of $5,238,000. The fully diluted earnings per share were $1.13 and $1.06 for the
respective nine month periods.  Earnings per common share in 1996 have benefited
from the redemption of all  outstanding  preferred stock in the third quarter of
1995,  as the  Company  paid  preferred  stock  dividends  totaling  $35,000 and
$245,000 for the third quarter and nine month periods respectively in 1995.

For the quarter  net  interest  income was up $599,000 or 8.4% as average  loans
outstanding were $64.6 million (20.6%) higher than in the third quarter of 1995.
The effect on interest  income from the higher loan  balances was offset in part
by a 60 basis  point  decline  in the  average  yield on loans to  10.52%  and a
reduction of $22.6 million  (11.0%) in the average  balances of  securities  and
Federal funds sold. Interest expense was higher with a 7.2% increase of $327,000
resulting from higher balances of interest-bearing liabilities offset in part by
a 12 basis point decline in the average rate paid on these liabilities.

The  Company  provided  $537,000  for loan  losses in the third  quarter of 1996
versus  $160,000  in the same  period last year.  For these  periods,  net loans
charged off were $200,000 and $111,000 respectively.  Because of continuing loan
growth in 1996  Management  determined  that additions to the allowance for loan
losses  were  warranted.  At this  time  Management  anticipates  the loan  loss
provision in the fourth quarter will exceed the $100,000  provided in the fourth
quarter of 1995.

Noninterest  income is  comprised  of  "service  charges  and  fees" and  "other
income".  Service  charge and fee income  increased  21.5% to  $1,296,000 in the
third quarter versus year ago results.  Both higher  account  volumes and higher
fee rates contributed to the increase in this category. Other income was up from
$375,000 in 1995 to $449,000 in 1996. Several  non-recurring items accounted for
this increase.  Overall,  noninterest income increased $303,000 or 21.0% for the
quarter.
<PAGE>

Noninterest  expenses increased $565,000 to $5,817,000 in the third quarter 1996
versus  1995.  Salary and  benefit  expenses  were up  $289,000  or 10.9%  which
reflects costs for additional  employees at two new in-store branches,  two loan
production offices, fringe benefits and normal salary increases.  Costs relating
to  customer  deposit  services,   ATM  networks,   credit  card  servicing  and
telecommunications accounted for $207,000 of the increase as they were up 34.2%.
These costs reflect  higher  volumes  related to the products.  Net increases in
various other expenses made up the remaining difference.

Assets of the Company  totaled  $621,039,000  at September 30, 1996 which was up
$17,485,000  from the 1995  ending  balances.  Changes  in assets  from year end
balances  included:  an  increase in loans of  $61,184,000  to  $379,950,000;  a
decrease in securities of  $19,014,000 to  $174,097,000;  and a decrease in cash
and near  cash  items of  $29,083,000  to  $36,190,000.  Loan  balances  were up
$66,066,000  or 18.8% at  September  30, 1996 versus the same date in 1995.  The
increase  in loans  outstanding  is  reflective  of a stronger  economy and some
additions  to and  reorganization  of the  loan  production  staff.  The loan to
deposit ratio at September 30, 1996 was 72.3% versus 66.2% a year ago.

For the third quarter of 1996 the Company had an annualized  return on assets of
1.17% and a return on equity of 12.8%  versus  1.21% and  13.94% in 1995.  TriCo
Bancshares  ended the  quarter  with a leverage  ratio of 9.3%  (based on ending
assets), a Tier 1 capital ratio of 12.9% and a total risk-based capital ratio of
14.2%.

The  previously  announced  acquisition  of Sutter Buttes Savings Bank closed at
5:00pm, October 16, 1996. At closing Sutter Buttes Savings Bank had total assets
of $64.2 million,  $60.8 million in loans,  $56.0 million in deposits and common
shareholders'  equity of $3.4  million.  The  acquisition  will be accounted for
under the purchase method which will result in the recognition of  approximately
$850,000 of core deposit and other intangibles.

On October  16,  1996 the Company  announced  that it had  reached a  definitive
agreement with Wells Fargo Bank to purchase nine of Wells'  branches  located in
Northern  California.  The purchase includes deposit accounts and facilities and
is  scheduled  to close in the  first  quarter  of 1997  subject  to  regulatory
approval.

The  following  tables  provide a summary  of the major  elements  of income and
expense for the third  quarter of 1996  compared  with the third quarter of 1995
and for the first nine  months of 1996  compared  with the first nine  months of
1995.



<PAGE>



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



                                                                                    Three months
                                                                               ended September 30,    Percentage
                                                                                   1996       1995    Change
                                                                             (in thousands, except    increase
                                                                               earnings per share)    (decrease)
<S>                                                                            <C>        <C>             <C> 
Interest income ............................................................   $ 12,584   $ 11,658        7.9%
Interest expense ...........................................................      4,856      4,529        7.2%
                                                                               --------   --------

Net interest income ........................................................      7,728      7,129        8.4%

Provision for loan losses ..................................................        537        160      235.6%
                                                                               --------   --------

Net interest income after ..................................................      7,191      6,969        3.2%
  provision for loan losses

Noninterest income .........................................................      1,745      1,442       21.0%
Noninterest expenses .......................................................      5,817      5,252       10.8%
                                                                               --------   --------

Net income before income taxes .............................................      3,119      3,159       -1.3%
Income taxes ...............................................................      1,276      1,286       -0.8%
Tax equivalent adjustment1 .................................................         22         29      -24.2%
                                                                               --------   --------

Net income .................................................................      1,821      1,844       -1.2%
                                                                               ========   ========

Preferred stock dividends ..................................................       --          (35)    -100.0%

Net income available to ....................................................      1,821      1,809        0.7%
  common shareholders'

Primary earnings per common share ..........................................       0.39       0.39        0.0%

</TABLE>

1 Interest on tax-free  securities is reported on a tax equivalent basis of
1.72 and 1.75 for September 30, 1996 and 1995 respectively.

<PAGE>


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



                                                                                   Nine months
                                                                               ended September 30,    Percentage
                                                                                   1996       1995    Change
                                                                             (in thousands, except    increase
                                                                               earnings per share)    (decrease)
<S>                                                                            <C>        <C>             <C> 
Interest income ............................................................   $ 35,956   $ 34,326        4.7%
Interest expense ...........................................................     13,889     13,343        4.1%
                                                                               --------   --------

Net interest income ........................................................     22,067     20,983        5.2%

Provision for loan losses ..................................................        627        235      166.8%
                                                                               --------   --------

Net interest income after ..................................................     21,440     20,748        3.3%
  provision for loan losses

Noninterest income .........................................................      4,791      4,512        6.2%
Noninterest expenses .......................................................     17,146     16,279        5.3%
                                                                               --------   --------

Net income before income taxes .............................................      9,085      8,981        1.2%
Income taxes ...............................................................      3,749      3,649        2.7%
Tax equivalent adjustment1 .................................................         67         94      -28.6%
                                                                               --------   --------

Net income .................................................................      5,269      5,238        0.6%
                                                                               ========   ========

Preferred stock dividends ..................................................       --         (245)   -100.0%

Net income available to ....................................................      5,269      4,993        5.5%
  common shareholders'

Primary earnings per common share ..........................................       1.13       1.08        4.6%

</TABLE>


1 Interest on tax-free  securities is reported on a tax equivalent basis of 1.72
and 1.75 for September 30, 1996 and 1995 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.

In the quarter ended September 30, 1996,  interest income increased  $926,000 or
7.9% over the same  period in 1995.  Average  loans  outstanding  were  20.6% or
$64,591,000 higher in the third quarter of 1996 compared to the third quarter of
1995. Interest income due to this increase totaled  $1,795,000.  The loan growth
was funded by growth in  liabilities  and capital and  reductions  in investment
securities  and Federal funds sold.  The increase in interest  income due to the
growth  in loans was  offset in part by lower  average  balances  in  investment
securities  and Federal  funds sold which  resulted in a $322,000  reduction  in
interest  income in the third  quarter of 1996 as compared to the same period in
1995. Additionally, average rates received on loans decreased 60 basis points or
5.4%.  The lower loan rates  reduced  interest  income by  $564,000 in the third
quarter of 1996 as compared to the same period in 1995.  Since the  beginning of
the third  quarter of 1995,  the Bank's base lending rate has decreased 75 basis
points in parallel with rate reductions by the Federal Reserve.

Interest  expense was higher by  $327,000  or 7.2% in the third  quarter of 1996
over the year earlier period. Most all of the increase was due to higher average
balances  of  interest  bearing  liabilities  as  average  rates  paid on  these
liabilities  decreased 12 basis points to 4.05%.  Time deposit average  balances
were up  $18,695,000  (11.1%) and accounted for $265,000 of additional  interest
expense. Federal Funds purchased average balances were up $10,291,000 (301%) and
accounted  for  $148,000 of  additional  interest  expense.  In total the higher
average balances resulted in a $563,000 increase in interest expense.  The lower
average rates paid on these  liabilities  offset $276,000 of the increase in the
third quarter of 1996 as compared to the same period in 1995.

The combined effect of the increase in both interest income and interest expense
for the third  quarter of 1996  versus the same  period in 1995  resulted  in an
increase of $599,000 (8.4%) in net interest income. Net interest margin improved
2 basis points to 5.51% for the third quarter of 1996.

For the nine month period ending  September 30, 1996,  interest income increased
$1,630,000  or 4.8% over the same period in 1995.  All of the increase  resulted
from higher average  balances on loans and Federal funds sold.  Interest  income
from the volume increase for these two items totaled  $3,805,000.  It was offset
by an $1,122,000 decrease in interest income on investment securities for volume
changes and  $1,070,000  in decreases  due to lower  average  rates on loans and
<PAGE>

Federal funds sold.  However,  because of the  increased  volume of loans (which
have higher rates than investment securities),  the average rate received on all
earning  assets for the nine month period ended  September 30, 1996  increased 3
basis points to 8.79% from that for the same period in 1995.

Interest expense for the nine month period  increased  $546,000 (4.1%) from that
for the same  period  in 1995.  The  average  balance  of time  deposits  was up
$16,328,000  or 10.1%  which  accounted  for a  $668,000  increase  in  interest
expense.  Since the  average  rate paid on those  instruments  was down 12 basis
points to 5.34%,  it resulted in an offsetting  decrease of $157,000 in interest
expense.  A reduction in the average  balance of savings  accounts  coupled with
slightly lower rates resulted in a 4.8% decrease of $191,000 in interest expense
for that item.  Increases in both the average balance and interest rates paid on
long term debt added  $266,000  (31.6%) to total  interest  expense for the nine
month period in 1996 versus the same period in 1995.  Overall average rates paid
on  interest-bearing  liabilities  in the first nine months of 1996  decreased 2
basis points to 4.01% from the same period in 1995.  The combined  effect of the
increase in both interest income and interest  expense for the first nine months
of 1996 versus 1995  resulted in an increase of $599,000 or 2.8% in net interest
income. Net interest margin increased 4 basis points from 5.35% to 5.39%.


The following  four tables  provide  summaries of the components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter and nine month periods ended  September 30, 1996 versus the same periods
in 1995.




<PAGE>


                                TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                               30-Sep-96                                       30-Sep-95

                               Average         Income/           Yield/      Average         Income/         Yield/
                               Balance1        Expense           Rate       Balance1         Expense         Rate

<S>                             <C>             <C>              <C>      <C>              <C>                <C>   
Assets
Earning assets
  Loans 2,3                     $  378,449      $   9,955        10.52%   $  313,858       $   8,724          11.12%
  Securities4                      182,899          2,629         5.75%      204,748           2,924           5.71%
  Federal funds sold                     -              -                        721              10           5.55%
                               ------------    -----------               ------------     -----------
    Total earning assets           561,348         12,584         8.97%      519,327          11,658           8.98%
                                               -----------                                -----------
Cash and due from bank              33,374                                    26,552
Premises and equipment              14,293                                    13,170
Other assets, net                   18,603                                    17,018
Less:  allowance
  for loan losses                   (5,338)                                   (5,633)
                               ------------                              ------------
      Total                     $  622,280                                $  570,434
                               ============                              ============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits               $   90,215            519         2.30%   $   80,546             501           2.49%
  Savings deposits                 158,640          1,229         3.10%      157,844           1,236           3.13%
  Time deposits                    187,129          2,448         5.23%      168,434           2,390           5.68%
Federal funds purchased             13,701            204         5.96%        3,410              49           5.75%
Short-term debt                      6,196             88         5.68%            -               -              -
Long-term debt                      24,310            368         6.06%       24,606             353           5.74%
                               ------------    -----------               ------------     -----------
   Total interest-bearing
      liabilities                  480,191          4,856         4.05%      434,840           4,529           4.17%
                                               -----------                                -----------
Noninterest-bearing deposits        78,999                                    76,457
Other liabilities                    7,166                                     9,630
Shareholders' equity                55,924                                    49,507
                               ------------                              ------------
    Total liabilities
      and shareholders' equity  $  622,280                                $  570,434
                               ============                              ============

Net interest rate spread5                                         4.92%                                        4.81%
                                                             ===========                                  ===========
Net interest income/net                         $   7,728                                  $   7,129
                                               ===========                                ===========
  interest margin6                                   5.51%                                      5.49%
                                               ===========                                ===========


1  Average  balances are computed  principally  on the basis of daily  balances.
   Average balance of securities is based on amortized cost.
2 Nonaccrual loans are included.
3 Interest income on loans includes fees on loans of  $502,000 in 1996 and $395,000 in 1995.
4 Interest income is stated on a tax equivalent basis of 1.72 and 1.75 at September 30, 1996 and 1995.
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 CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                    Nine Months Ended
                                                30-Sep-96                                       30-Sep-95

                                Average         Income/         Yield/       Average       Income/         Yield/
                                Balance1        Expense         Rate        Balance1       Expense         Rate

<S>                                <C>           <C>            <C>        <C>            <C>              <C>   
Assets
Earning assets
  Loans 2,3                        $ 348,943     $   27,548     10.53%     $ 305,118      $   25,005       10.93%
  Securities4                        188,123          8,076      5.72%       214,313           9,181        5.71%
  Federal funds sold                   8,383            332      5.28%         3,327             140        5.61%
                                -------------   ------------             ------------   -------------
    Total earning assets             545,449         35,956      8.79%       522,758          34,326        8.76%
                                                ------------                            -------------
Cash and due from bank                30,716                                  28,513
Premises and equipment                13,917                                  13,247
Other assets, net                     18,316                                  15,968
Less:  allowance
  for loan losses                     (5,438)                                 (5,634)
                                -------------                            ------------
      Total                        $ 602,960                               $ 574,852
                                =============                            ============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                 $   86,313          1,472      2.27%    $   80,547           1,485        2.46%
  Savings deposits                   161,712          3,721      3.07%       168,708           3,912        3.09%
  Time deposits                      177,373          7,102      5.34%       161,045           6,591        5.46%
Federal funds purchased                8,397            348      5.53%         2,349             106        6.02%
Short-term debt                        3,285            137      5.56%         8,827             406        6.13%
Long-term debt                        24,871          1,109      5.95%        19,890             843        5.65%
                                -------------   ------------             ------------   -------------
   Total interest-bearing
      liabilities                    461,951         13,889      4.01%       441,366          13,343        4.03%
                                                ------------                            -------------
Noninterest-bearing deposits          77,905                                  75,030
Other liabilities                      8,202                                   8,311
Shareholders' equity                  54,902                                  50,145
                                -------------                            ------------
    Total liabilities
      and shareholders' equity     $ 602,960                               $ 574,852
                                =============                            ============

Net interest rate spread5                                        4.78%                                      4.72%
                                                            ===========                                ===========       
Net interest income/net                          $   22,067                               $   20,983
                                                ============                            =============
  interest margin6                                     5.39%                                    5.35%
                                                ============                            =============


1  Average  balances are computed  principally  on the basis of daily  balances.
   Average balance of securities is based on amortized cost.
2 Nonaccrual loans are included.
3 Interest income on loans includes fees on loans of  $1,407,000 in 1996 and $1,205,000 in 1995.
4 Interest income is stated on a tax equivalent basis of 1.72 and 1.75 at September 30, 1996 and 1995.
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 thousands)


<TABLE>
<CAPTION>

                                                      For the three months ended September 30,
                                                                   1996 over 1995

                                                                                                                      Yield/
                                                      Volume                          Rate4                            Total
                                          ------------------            -------------------            ---------------------

<S>                                       <C>                            <C>                            <C>               
Increase (decrease) in interest income:
    Loans 1,2                               $         1,795                $           (564)              $            1,231
    Investment securities3                             (312)                             17                             (295)
    Federal funds sold                                  (10)                              -                              (10)
                                          ------------------            -------------------            ---------------------
      Total                                           1,473                            (547)                             926
                                          ------------------            -------------------            ---------------------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                                60                              (42)                              18
    Savings deposits                                     6                              (13)                              (7)
    Time deposits                                      265                             (207)                              58
    Federal funds purchased                            148                                7                              155
    Short-term debt                                     88                                -                               88
    Long-term debt                                      (4)                              19                               15
                                         ------------------              -------------------            ---------------------
      Total                                            563                             (236)                             327
                                         ------------------              -------------------            ---------------------

Increase (decrease) in
  net interest income                     $            910                 $           (311)             $               599
                                         ==================              ===================            =====================
</TABLE>


1 Nonaccrual loans are included.
2  Interest  income  on loans  includes  fees on loans of  $502,000  in 1996 and
$395,000 in 1995. 3 Interest income is stated on a tax equivalent  basis of 1.72
and 1.75 at September 30, 1996 and 1995.
4 The rate/volume variance has been included in the rate variance.

<PAGE>





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

<TABLE>
<CAPTION>


                                                          For the nine months ended September 30,
                                                                       1996 over 1995

                                                                                                            Yield/
                                                     Volume                      Rate4                       Total
                                          ------------------          -----------------          ------------------

<S>                                       <C>                         <C>                        <C>           
Increase (decrease) in interest income:
    Loans 1,2                                $        3,592              $      (1,049)             $        2,543
    Investment securities3                           (1,122)                          17                    (1,105)
    Federal funds sold                                  213                         (21)                       192
                                          ------------------          -----------------          ------------------
      Total                                           2,683                     (1,053)                      1,630
                                          ------------------          -----------------          ------------------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                                106                       (119)                        (13)
    Savings deposits                                   (162)                        (29)                      (191)
    Time deposits                                       668                       (157)                        511
    Federal funds purchased                             273                         (31)                       242
    Short-term debt                                    (255)                        (14)                      (269)
    Long-term debt                                      211                           55                       266
                                          ------------------          -----------------          ------------------
      Total                                             841                       (295)                        546
                                          ------------------          -----------------          ------------------

Increase (decrease) in
  net interest income                        $        1,842             $         (758)             $        1,084
                                          ==================          =================          ==================

</TABLE>

1 Nonaccrual loans are included.
2 Interest  income on loans  includes fee income on loans of  $1,407,000 in 1996
and $1,205,000 in 1995. 3 Interest income is stated on a tax equivalent basis of
1.72 and 1.75 at September 30, 1996 and 1995.
4 The rate/volume variance has been included in the rate variance.

<PAGE>


Provision for Loan Losses

In the first nine months of 1996,  the Bank  provided  $627,000  for loan losses
versus  $235,000 in 1995. The provision  mostly offset the $636,000 in net loans
charged off during the first nine months of 1996. The Bank  experienced a higher
level of credit  card  charge  offs than had been the case in prior  years.  The
allowance for loan losses at September 30, 1996 was 1.47% of  outstanding  loans
versus 1.77% at September 30, 1995.  Management's  ongoing  analysis of the loan
portfolio  determined that the remaining  balance of $5,571,000 in the allowance
for loan  losses is  adequate  to cover  probable  losses  inherent  in the loan
portfolio.

Noninterest Income

Total  noninterest  income for the third quarter of 1996  increased  $303,000 or
21.0% from the same period in 1995.  Selective rate increases in service charges
which  took  effect  July  1,  1996 as well as  increased  volumes  in some  fee
categories added approximately  $228,000 to noninterest income. Other income was
up from $375,000 to $449,000 in 1996.  Several non recurring items accounted for
this increase. No other individual items had significant changes.

Results for the nine months were mixed.  Overall,  noninterest  income increased
$279,000 or 6.2% in 1996  versus  1995.  Service  charges and fee income were up
$488,000 or 15.7%.  This  increase  resulted  from the same  factors as detailed
above. In the other income category commissions on sales of annuities and mutual
funds  increased  by  $305,000  (24.3%)  during the first  nine  months of 1995.
However,  overall other income  decreased by $219,000 (15.4%) for the first nine
months  of 1996 as  compared  the same  period  in  1995.  Fewer  favorable  non
recurring items accounted for the decrease.

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 $565,000 or 10.8% in the third
quarter of 1996 versus the same period last year.

For the quarter,  salaries and benefits were up $289,000 or 10.9% from the prior
year. This increase reflects costs for additional  employees at two new in-store
branches,  two loan  production  offices,  fringe  benefits  and  normal  salary
increases.

Other expenses increased $276,000 or 10.6% in the third quarter . Costs relating
to  customer  deposit  services,   ATM  networks,   credit  card  servicing  and
telecommunications accounted for $207,000 of the increase as they were up 34.2%.
These costs reflect  higher  volumes  related to the products.  Net increases in
various other expense categories made up the remaining difference.
<PAGE>

For the nine month period  noninterest  expenses  increased  $867,000 or 5.3% in
1996  over  1995.  Expense  increases  for the  nine  month  period  are  fairly
reflective  of those for the  quarter  as  detailed  in the  previous  paragraph
especially as related to salaries and benefits.

Management  continually reviews these expenses and expense controls.  Management
expects  noninterest  expenses to  increase  from  current  levels in the fourth
quarter of 1996 and the first  quarter of 1997 as the Bank  prepares  to support
the additional nine branches to be purchased from Wells Fargo Bank.

Provision for Income Taxes

The  effective  tax rate for the nine months ended  September 30, 1996 is 41.6%.
This rate approximates the combined  California and Federal statutory rates. The
actual  rate  equals the  statutory  rate as the Bank does not have  significant
holdings of tax exempt securities.  The Bank does not anticipate  increasing its
holdings of tax-free securities in the near term.

Loans

In the third quarter of 1996,  loan balances  increased  $7,032,000 or 1.9% from
the  ending  balances  at June 30,  1996.  The third  quarter  growth  slowed as
agricultural  borrowers  typically  lock up their  credit needs in the first and
second  quarters.  The third quarter  growth was about evenly split between real
estate  construction  and  consumer  loans.  The  balances  of  $379,950,000  at
September  30, 1996  exceeded  year end balances by  $61,184,000  and 1995 third
quarter ending balances by $60,066,000. The year over year gain is reflective of
an  improved  economy and the Bank's  success in  marketing  its loan  products.
Management  has made a concerted  effort to develop a more highly  refined sales
culture  among its loan  officers  while  maintaining  its  credit  underwriting
standards.  Because of the  inherent  seasonality  in the Bank's loan  portfolio
where  agricultural  production loans paydown in the fourth quarter,  Management
believes loan growth will be modest to flat through the fourth quarter.

Securities

At  September  30,  1996,  securities  held-to-maturity  had  a  cost  basis  of
$105,945,000  and  a  fair  value  of  $103,339,000.  This  portfolio  contained
mortgage-backed securities totaling $83,367,000 of which $34,665,000 were CMO's.
The  securities   available-for-sale  portfolio  had  a  fair  market  value  of
$68,148,000 and an amortized cost basis of $70,293,000. This portfolio contained
mortgage-backed securities with fair market values totaling $29,056,000 of which
$20,896,000  were  CMO's.  At  December  31,  1996  the  cost  basis  of the two
<PAGE>

portfolios  was  $196,914,000.  The Bank has  continued to re-deploy  funds from
matured securities into the loan portfolio.

Nonperforming Loans

As shown in the  following  table,  total  nonperforming  assets have  increased
$3,230,000 to $6,294,000  in the first nine months of 1996.  Approximately  $2.0
million of the increase in  nonperforming  loans are loans secured by commercial
real estate and are related to one borrower.  Non  performing  assets  represent
1.01% of total assets.  All nonaccrual  loans are considered to be impaired when
determining any valuation allowance under SFAS 114.

<TABLE>
<CAPTION>
                                                         1996                           1995
                                                         ----                           ----

<S>                                                 <C>                            <C>              
Nonaccrual loans                                    $           4,692              $           2,213
Accruing loans past due 90 days or more                            20                            220
Restructured loans (in compliance with
  modified terms)                                                   -                              -
                                                   ------------------             ------------------

     Total nonperforming loans                                  4,712                          2,433

Other real estate owned                                         1,582                            631
                                                   ------------------             ------------------

     Total nonperforming assets                     $           6,294              $           3,064
                                                   ==================             ==================

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

Nonperforming loans to total loans                               1.24%                          0.76%
Allowance for loan losses to
  nonperforming loans                                             118%                           229%
Nonperforming assets to total assets                             1.01%                          0.51%
Allowance for loan losses to
  nonperforming assets                                             89%                           182%

</TABLE>
<PAGE>





Allowance for Loan Losses

The Bank  maintains  its  allowance  for loan  losses at a level  considered  by
Management  to be adequate to cover the risk of loss in the loan  portfolio at a
particular point in time. This determination includes an evaluation and analysis
of historical  experience,  current loan mix and volume,  and projected economic
conditions.

The following table presents information  concerning the allowance and provision
for loan losses.
<TABLE>
<CAPTION>



                                              September 30,                  September 30,
                                                   1996                          1995
                                                             (in thousands)
<S>                                          <C>                           <C>              
Balance, Beginning of period                 $           5,580             $           5,608

Provision charged to operations                            627                           235

Loans charged off                                         (919)                         (361)

Recoveries of loans previously
  charged off                                              283                           176

Balance, end of period                       $           5,571             $           5,658
                                            ===================            ==================

Ending loan portfolio                          $       379,950               $       319,884
                                            ===================            ==================

Allowance for loans as a
  percentage of ending loan portfolio                     1.47%                         1.77%
                                            ===================            ==================

</TABLE>




<PAGE>


Equity

The following table indicates the amounts of regulatory capital of the Company.


                          Tier I              Total Risk-             Leverage
                                                 Based
                     -----------------------------------------------------------
                                         (dollars in thousands)

September 30, 1995
Company's %                      12.9%               14.2%                 9.3%
Regulatory minimum %              4.0%                8.0%                 4.0%
Company's capital $   $        57,719      $       63,290       $       57,719
Regulatory minimum $           17,865              35,729               24,842
                     -----------------   -----------------    -----------------
Computed excess       $        39,854      $       27,561       $       32,877
                     =================   =================    =================




<PAGE>



                                                      PART II

Other Information

Item 5.     Exhibits Index                                                  Page

               a.   Exhibits

                     Computations of Earnings Per Share                     25

               b.   Reports on Form 8-K:

                   A Form 8-K,  for Item 2 was filed on October  16,  1996 which
                   reported  the  acquisition  of Sutter  Buttes  Savings  Bank.
                   Financial  statements for this  transaction have not yet been
                   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       November 11, 1996                             /s/ Robert H. Steveson
                                                         Robert H. Steveson
                                                         President and
                                                         Chief Executive Officer


Date       November 11, 1996                             /s/ Robert M. Stanberry
                                                         Robert M. Stanberry
                                                         Vice President and
                                                         Chief Financial Officer
[{"type": "10-Q", "sequence": "1", "description": "10-Q", "secsgml_size_bytes": 68220}]
{"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": "96660302"}, "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 September 30, 1996              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 November  11, 1996:   4,641,223
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
                                 (in thousands)
September 30, December 31,
                                                                                                 1996         1996    
                                                                                            ---------    ---------
Assets:
Cash and due from banks .................................................................   $  36,190    $  39,673
Federal funds sold ......................................................................        --         25,600
Securities held-to-maturity
 (approximate fair value $103,339 and $116,576) .........................................     105,949      116,865
Securities available-for-sale, net of
 unrealized (loss) of $(2,145) and $(236) ...............................................      68,148       76,246
Loans, net of allowance for loan losses of $(5,571) and $(5,580) ........................     374,379      313,186
Premises and equipment, net .............................................................      14,130       13,189
Investment in real estate properties ....................................................       1,173        1,173
Other real estate owned .................................................................       1,582          631
Accrued interest receivable .............................................................       4,082        4,609
Other assets ............................................................................      15,406       12,382
                                                                                            ---------    ---------

     Total assets .......................................................................   $ 621,039    $ 603,554
                                                                                            =========    =========

Liabilities:
Deposits
 Noninterest-bearing demand .............................................................   $  83,009    $  90,308
 Interest-bearing demand ................................................................      89,352       84,314
 Savings ................................................................................     159,853      161,479
Time certificates .......................................................................     193,405      180,092
                                                                                            ---------    ---------
     Total deposits .....................................................................     525,619      516,193
Fed funds purchased .....................................................................       7,500         --
Accrued interest payable and other liabilities ..........................................       7,579        7,856
Long term borrowings ....................................................................      24,284       26,292
                                                                                            ---------    ---------

     Total liabilities ..................................................................     564,982      550,341

Shareholders' equity:
Common stock ............................................................................      44,745       44,315
Retained earnings .......................................................................      12,974        9,548
Unrealized loss on securities available for sale ........................................      (1,662)        (650)
                                                                                            ---------    ---------

     Total shareholders' equity .........................................................      56,057       53,213
                                                                                            ---------    ---------

     Total liabilities and shareholders' equity .........................................   $ 621,039    $ 603,554
                                                                                            =========    =========
TRICO BANCSHARES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)
                 (in thousands except earnings per common share)
For the three months   For the nine months
                                                                      ended September 30,   ended September 30,
                                                                          1996       1995       1996       1995
Interest income:
  Interest and fees on loans ......................................   $  9,955   $  8,724   $ 27,548   $ 25,005
  Interest on investment
   securities-taxable .............................................      2,577      2,857      7,916      8,962
  Interest on investment
   securities-tax exempt ..........................................         30         38         93        125
  Interest on federal funds sold ..................................       --           10        332        140
                                                                      --------   --------   --------   --------
     Total interest income ........................................     12,562     11,629     35,889     34,232
                                                                      --------   --------   --------   --------

Interest expense:
  Interest on deposits ............................................      4,196      4,127     12,295     11,988
  Interest on federal funds purchased .............................        204         49        348        106
  Interest on other borrowings ....................................        456        353      1,246      1,249
                                                                      --------   --------   --------   --------
     Total interest expense .......................................      4,856      4,529     13,889     13,343
                                                                      --------   --------   --------   --------

     Net interest income ..........................................      7,706      7,100     22,000     20,889

Provision for loan losses .........................................        537        160        627        235
                                                                      --------   --------   --------   --------
    Net interest income after
     provision for loan losses ....................................      7,169      6,940     21,373     20,654

Noninterest income:
  Service charges and fees ........................................      1,296      1,067      3,591      3,103
  Other income ....................................................        449        375      1,200      1,419
  Securities gains (losses), net ..................................       --         --         --          (10)
                                                                      --------   --------   --------   --------
     Total noninterest income .....................................      1,745      1,442      4,791      4,512
                                                                      --------   --------   --------   --------

Noninterest expenses:
  Salaries and related expenses ...................................      2,941      2,652      8,905      8,186
  Other, net ......................................................      2,876      2,600      8,241      8,093
                                                                      --------   --------   --------   --------
     Total noninterest expenses ...................................      5,817      5,252     17,146     16,279
                                                                      --------   --------   --------   --------

Net income before income taxes ....................................      3,097      3,130      9,018      8,887

  Income taxes ....................................................      1,276      1,286      3,749      3,649
                                                                      --------   --------   --------   --------

     Net income ...................................................      1,821      1,844      5,269      5,238

Preferred stock dividends .........................................       --           35       --          245
                                                                      --------   --------   --------   --------
Net income available to
 common shareholders ..............................................      1,821      1,809      5,269      4,993
                                                                      --------   --------   --------   --------

Primary earnings per common share .................................   $   0.39   $   0.39   $   1.13   $   1.08
                                                                      ========   ========   ========   ========
Fully diluted earnings per common share $ .........................       0.39   $   0.38   $   1.13   $   1.06
                                                                      ========   ========   ========   ========
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                         CHANGES IN SHAREHOLDERS' EQUITY
                                   (unaudited)
                     (in thousands, except number of shares)
Common stock                           Unrealized
                                          ---------------------------------                ------------
                                                                                           securities
                                                                                           ------------
                                             Number                          Retained        holding
                                          --------------                   -------------   ------------
                                            of shares         Amount         earnings      gain (loss)        Total
                                          --------------   -------------   -------------   ------------    ------------
Balance,
 December 31, 1995                            4,464,828        $ 44,315       $   9,548      $    (650)       $ 53,213

Exercise of common stock
 options                                         62,862             356                                      $     356

Repurchase of common stock                       (8,285)            (82)            (64)                     $    (146)

Common stock cash
 dividends                                                                       (1,779)                      $ (1,779)

Change in securities
 loss on securities                                                                             (1,012)       $ (1,012)

Stock option amortization                                           156                                      $     156

Net income, September 30, 1996                                                    5,269                      $   5,269
                                          --------------   -------------   -------------   ------------    ------------

Balance, September 30, 1996                   4,519,405        $ 44,745        $ 12,974       $ (1,662)       $ 56,057
                                          ==============   =============   =============   ============    ============
TRICO BANCSHARES
                        CONDENSED CONSOLIDATED STATEMENTS
                                  OF CASH FLOWS
                                   (unaudited)
                                 (in thousands)
For the nine months
                                                                       ended September 30,
                                                                        1996        1995
Operating activities:
Net income ......................................................    $ 5,269      $5,238
Adjustments to reconcile net income to net cash provided
 by operating activities:
    Provision for loan losses ...................................        627         235
    Provision for losses on OREO ................................       --            35
    Depreciation and amortization ...............................      1,328       1,202
    Amortization of investment security discounts ...............         42          89
    Deferred income taxes .......................................        107        (112)
    Investment security losses (net) ............................       --            10
    (Gain) loss on sale of other real estate owned ..............         (5)        (73)
    (Gain) loss on sale of premises and equipment ...............         (7)       --
    (Gain) loss on sale of loans ................................         (8)        (23)
    Proceeds from loan sales ....................................     13,217       5,819
    Origination of loans held for sale ..........................    (20,483)     (6,794)
    Amortization of stock options ...............................        156         157
    (Increase) decrease in interest receivable ..................        527         335
    Increase (decrease) in interest payable .....................       (729)        959
    (Increase) decrease in other assets and liabilities .........     (2,195)     (1,346)
                                                                    --------    --------
      Net cash provided (used) by operating activities ..........     (2,154)      5,731
                                                                    --------    --------

Investing activities:
    Proceeds from maturities of securities held-to-maturity .....     14,256      11,191
    Purchases of securities held-to-maturity ....................     (5,516)       --
    Proceeds from maturities of securities available-for-sale ...     12,677       8,554
    Proceeds from sales of securities available-for-sale ........       --         6,993
    Purchases of securities available-for-sale ..................    (13,644)     (5,720)
    Net (increase) decrease in loans ............................    (56,007)    (12,077)
    Purchases of premises and equipment .........................     (2,030)       (852)
    Proceeds from sale of other real estate owned ...............        515       1,180
                                                                    --------    --------
      Net cash provided (used) by investing activities ..........     40,278       9,269
                                                                    --------    --------
(continued)
                                TRICO BANCSHARES
                        CONDENSED CONSOLIDATED STATEMENTS
                                  OF CASH FLOWS
                                   (unaudited)
                                 (in thousands)

                                   (continued)
For the nine months
                                                                       ended September 30,
                                                                        1996        1995
Financing activities:
    Net increase (decrease) in deposits .........................      9,426      (8,160)
    Net increase in federal funds purchased .....................      7,500       7,700
    Repayment of repurchase agreements ..........................       --       (20,629)
    Payments of principal on long-term debt agreements ..........     (2,008)     (2,033)
    Redemption of preferred stock ...............................       --        (4,000)
    Repurchase of common stock ..................................       (146)       --
    Cash dividends - Preferred ..................................       --          (245)
    Cash dividends - Common .....................................     (1,779)     (1,061)
    Exercise of common stock options ............................        356         513
                                                                    --------    --------
      Net cash provided (used) by financing activities ..........     13,349     (27,915)
                                                                    --------    --------

      Increase (decrease) in cash and cash equivalents ..........    (29,083)    (12,915)
      Cash and cash equivalents at beginning of year ............     65,273      39,709
                                                                    --------    --------
      Cash and cash equivalents at end of period ................   $ 36,190    $ 26,794
                                                                    ========    ========

Supplemental information:
    Cash paid for taxes .........................................   $  4,097    $  3,540
    Cash paid for interest expense ..............................   $ 14,618    $ 12,384
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 nine months ended  September 30, 1996 and 1995, 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, 1995.

Note B - Mortgage Servicing

As of  January  1,  1996,  the  Company  adopted  FASB  Statement  of  Financial
Accounting  Standards No 122,  Accounting for Mortgage  Servicing Rights,  (SFAS
122). SFAS 122 requires a mortgage banking enterprise to recognize the rights to
service  mortgage loans for others as a separate  asset.  SFAS 122 also requires
that a mortgage banking  enterprise  assess its capitalized  mortgage  servicing
rights  for  impairment  based on the fair value of those  rights and  recognize
impairment through a valuation allowance.

The  adoption  of SFAS  122 did not  have a  material  impact  on the  Company's
financial  position or results of operations for the nine months ended September
30, 1996.
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.  Unless  otherwise  stated,  interest  income and net
interest income are presented on a tax equivalent basis.

Overview

The Company  earned  $1,821,000  for the third quarter ended  September 30, 1996
versus  $1,844,000 for the same period in 1995. Fully diluted earnings per share
for the third quarter periods were $0.39 and $0.38,  respectively.  Earnings for
the nine months ended September 30, 1996 were $5,269,000 versus year ago results
of $5,238,000. The fully diluted earnings per share were $1.13 and $1.06 for the
respective nine month periods.  Earnings per common share in 1996 have benefited
from the redemption of all  outstanding  preferred stock in the third quarter of
1995,  as the  Company  paid  preferred  stock  dividends  totaling  $35,000 and
$245,000 for the third quarter and nine month periods respectively in 1995.

For the quarter  net  interest  income was up $599,000 or 8.4% as average  loans
outstanding were $64.6 million (20.6%) higher than in the third quarter of 1995.
The effect on interest  income from the higher loan  balances was offset in part
by a 60 basis  point  decline  in the  average  yield on loans to  10.52%  and a
reduction of $22.6 million  (11.0%) in the average  balances of  securities  and
Federal funds sold. Interest expense was higher with a 7.2% increase of $327,000
resulting from higher balances of interest-bearing liabilities offset in part by
a 12 basis point decline in the average rate paid on these liabilities.

The  Company  provided  $537,000  for loan  losses in the third  quarter of 1996
versus  $160,000  in the same  period last year.  For these  periods,  net loans
charged off were $200,000 and $111,000 respectively.  Because of continuing loan
growth in 1996  Management  determined  that additions to the allowance for loan
losses  were  warranted.  At this  time  Management  anticipates  the loan  loss
provision in the fourth quarter will exceed the $100,000  provided in the fourth
quarter of 1995.

Noninterest  income is  comprised  of  "service  charges  and  fees" and  "other
income".  Service  charge and fee income  increased  21.5% to  $1,296,000 in the
third quarter versus year ago results.  Both higher  account  volumes and higher
fee rates contributed to the increase in this category. Other income was up from
$375,000 in 1995 to $449,000 in 1996. Several  non-recurring items accounted for
this increase.  Overall,  noninterest income increased $303,000 or 21.0% for the
quarter.
Noninterest  expenses increased $565,000 to $5,817,000 in the third quarter 1996
versus  1995.  Salary and  benefit  expenses  were up  $289,000  or 10.9%  which
reflects costs for additional  employees at two new in-store branches,  two loan
production offices, fringe benefits and normal salary increases.  Costs relating
to  customer  deposit  services,   ATM  networks,   credit  card  servicing  and
telecommunications accounted for $207,000 of the increase as they were up 34.2%.
These costs reflect  higher  volumes  related to the products.  Net increases in
various other expenses made up the remaining difference.

Assets of the Company  totaled  $621,039,000  at September 30, 1996 which was up
$17,485,000  from the 1995  ending  balances.  Changes  in assets  from year end
balances  included:  an  increase in loans of  $61,184,000  to  $379,950,000;  a
decrease in securities of  $19,014,000 to  $174,097,000;  and a decrease in cash
and near  cash  items of  $29,083,000  to  $36,190,000.  Loan  balances  were up
$66,066,000  or 18.8% at  September  30, 1996 versus the same date in 1995.  The
increase  in loans  outstanding  is  reflective  of a stronger  economy and some
additions  to and  reorganization  of the  loan  production  staff.  The loan to
deposit ratio at September 30, 1996 was 72.3% versus 66.2% a year ago.

For the third quarter of 1996 the Company had an annualized  return on assets of
1.17% and a return on equity of 12.8%  versus  1.21% and  13.94% in 1995.  TriCo
Bancshares  ended the  quarter  with a leverage  ratio of 9.3%  (based on ending
assets), a Tier 1 capital ratio of 12.9% and a total risk-based capital ratio of
14.2%.

The  previously  announced  acquisition  of Sutter Buttes Savings Bank closed at
5:00pm, October 16, 1996. At closing Sutter Buttes Savings Bank had total assets
of $64.2 million,  $60.8 million in loans,  $56.0 million in deposits and common
shareholders'  equity of $3.4  million.  The  acquisition  will be accounted for
under the purchase method which will result in the recognition of  approximately
$850,000 of core deposit and other intangibles.

On October  16,  1996 the Company  announced  that it had  reached a  definitive
agreement with Wells Fargo Bank to purchase nine of Wells'  branches  located in
Northern  California.  The purchase includes deposit accounts and facilities and
is  scheduled  to close in the  first  quarter  of 1997  subject  to  regulatory
approval.

The  following  tables  provide a summary  of the major  elements  of income and
expense for the third  quarter of 1996  compared  with the third quarter of 1995
and for the first nine  months of 1996  compared  with the first nine  months of
1995.
TRICO BANCSHARES
                              CONDENSED COMPARATIVE
                                INCOME STATEMENT
                (in thousands, except earnings per common share)
Three months
                                                                               ended September 30,    Percentage
                                                                                   1996       1995    Change
                                                                             (in thousands, except    increase
                                                                               earnings per share)    (decrease)
Interest income ............................................................   $ 12,584   $ 11,658        7.9%
Interest expense ...........................................................      4,856      4,529        7.2%
                                                                               --------   --------

Net interest income ........................................................      7,728      7,129        8.4%

Provision for loan losses ..................................................        537        160      235.6%
                                                                               --------   --------

Net interest income after ..................................................      7,191      6,969        3.2%
  provision for loan losses

Noninterest income .........................................................      1,745      1,442       21.0%
Noninterest expenses .......................................................      5,817      5,252       10.8%
                                                                               --------   --------

Net income before income taxes .............................................      3,119      3,159       -1.3%
Income taxes ...............................................................      1,276      1,286       -0.8%
Tax equivalent adjustment1 .................................................         22         29      -24.2%
                                                                               --------   --------

Net income .................................................................      1,821      1,844       -1.2%
                                                                               ========   ========

Preferred stock dividends ..................................................       --          (35)    -100.0%

Net income available to ....................................................      1,821      1,809        0.7%
  common shareholders'

Primary earnings per common share ..........................................       0.39       0.39        0.0%
1 Interest on tax-free  securities is reported on a tax equivalent basis of
1.72 and 1.75 for September 30, 1996 and 1995 respectively.
TRICO BANCSHARES
                              CONDENSED COMPARATIVE
                                INCOME STATEMENT
                (in thousands, except earnings per common share)
Nine months
                                                                               ended September 30,    Percentage
                                                                                   1996       1995    Change
                                                                             (in thousands, except    increase
                                                                               earnings per share)    (decrease)
Interest income ............................................................   $ 35,956   $ 34,326        4.7%
Interest expense ...........................................................     13,889     13,343        4.1%
                                                                               --------   --------

Net interest income ........................................................     22,067     20,983        5.2%

Provision for loan losses ..................................................        627        235      166.8%
                                                                               --------   --------

Net interest income after ..................................................     21,440     20,748        3.3%
  provision for loan losses

Noninterest income .........................................................      4,791      4,512        6.2%
Noninterest expenses .......................................................     17,146     16,279        5.3%
                                                                               --------   --------

Net income before income taxes .............................................      9,085      8,981        1.2%
Income taxes ...............................................................      3,749      3,649        2.7%
Tax equivalent adjustment1 .................................................         67         94      -28.6%
                                                                               --------   --------

Net income .................................................................      5,269      5,238        0.6%
                                                                               ========   ========

Preferred stock dividends ..................................................       --         (245)   -100.0%

Net income available to ....................................................      5,269      4,993        5.5%
  common shareholders'

Primary earnings per common share ..........................................       1.13       1.08        4.6%
1 Interest on tax-free  securities is reported on a tax equivalent basis of 1.72
and 1.75 for September 30, 1996 and 1995 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.

In the quarter ended September 30, 1996,  interest income increased  $926,000 or
7.9% over the same  period in 1995.  Average  loans  outstanding  were  20.6% or
$64,591,000 higher in the third quarter of 1996 compared to the third quarter of
1995. Interest income due to this increase totaled  $1,795,000.  The loan growth
was funded by growth in  liabilities  and capital and  reductions  in investment
securities  and Federal funds sold.  The increase in interest  income due to the
growth  in loans was  offset in part by lower  average  balances  in  investment
securities  and Federal  funds sold which  resulted in a $322,000  reduction  in
interest  income in the third  quarter of 1996 as compared to the same period in
1995. Additionally, average rates received on loans decreased 60 basis points or
5.4%.  The lower loan rates  reduced  interest  income by  $564,000 in the third
quarter of 1996 as compared to the same period in 1995.  Since the  beginning of
the third  quarter of 1995,  the Bank's base lending rate has decreased 75 basis
points in parallel with rate reductions by the Federal Reserve.

Interest  expense was higher by  $327,000  or 7.2% in the third  quarter of 1996
over the year earlier period. Most all of the increase was due to higher average
balances  of  interest  bearing  liabilities  as  average  rates  paid on  these
liabilities  decreased 12 basis points to 4.05%.  Time deposit average  balances
were up  $18,695,000  (11.1%) and accounted for $265,000 of additional  interest
expense. Federal Funds purchased average balances were up $10,291,000 (301%) and
accounted  for  $148,000 of  additional  interest  expense.  In total the higher
average balances resulted in a $563,000 increase in interest expense.  The lower
average rates paid on these  liabilities  offset $276,000 of the increase in the
third quarter of 1996 as compared to the same period in 1995.

The combined effect of the increase in both interest income and interest expense
for the third  quarter of 1996  versus the same  period in 1995  resulted  in an
increase of $599,000 (8.4%) in net interest income. Net interest margin improved
2 basis points to 5.51% for the third quarter of 1996.

For the nine month period ending  September 30, 1996,  interest income increased
$1,630,000  or 4.8% over the same period in 1995.  All of the increase  resulted
from higher average  balances on loans and Federal funds sold.  Interest  income
from the volume increase for these two items totaled  $3,805,000.  It was offset
by an $1,122,000 decrease in interest income on investment securities for volume
changes and  $1,070,000  in decreases  due to lower  average  rates on loans and
Federal funds sold.  However,  because of the  increased  volume of loans (which
have higher rates than investment securities),  the average rate received on all
earning  assets for the nine month period ended  September 30, 1996  increased 3
basis points to 8.79% from that for the same period in 1995.

Interest expense for the nine month period  increased  $546,000 (4.1%) from that
for the same  period  in 1995.  The  average  balance  of time  deposits  was up
$16,328,000  or 10.1%  which  accounted  for a  $668,000  increase  in  interest
expense.  Since the  average  rate paid on those  instruments  was down 12 basis
points to 5.34%,  it resulted in an offsetting  decrease of $157,000 in interest
expense.  A reduction in the average  balance of savings  accounts  coupled with
slightly lower rates resulted in a 4.8% decrease of $191,000 in interest expense
for that item.  Increases in both the average balance and interest rates paid on
long term debt added  $266,000  (31.6%) to total  interest  expense for the nine
month period in 1996 versus the same period in 1995.  Overall average rates paid
on  interest-bearing  liabilities  in the first nine months of 1996  decreased 2
basis points to 4.01% from the same period in 1995.  The combined  effect of the
increase in both interest income and interest  expense for the first nine months
of 1996 versus 1995  resulted in an increase of $599,000 or 2.8% in net interest
income. Net interest margin increased 4 basis points from 5.35% to 5.39%.

The following  four tables  provide  summaries of the components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter and nine month periods ended  September 30, 1996 versus the same periods
in 1995.
TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
Three Months Ended
                                               30-Sep-96                                       30-Sep-95

                               Average         Income/           Yield/      Average         Income/         Yield/
                               Balance1        Expense           Rate       Balance1         Expense         Rate
Assets
Earning assets
  Loans 2,3                     $  378,449      $   9,955        10.52%   $  313,858       $   8,724          11.12%
  Securities4                      182,899          2,629         5.75%      204,748           2,924           5.71%
  Federal funds sold                     -              -                        721              10           5.55%
                               ------------    -----------               ------------     -----------
    Total earning assets           561,348         12,584         8.97%      519,327          11,658           8.98%
                                               -----------                                -----------
Cash and due from bank              33,374                                    26,552
Premises and equipment              14,293                                    13,170
Other assets, net                   18,603                                    17,018
Less:  allowance
  for loan losses                   (5,338)                                   (5,633)
                               ------------                              ------------
      Total                     $  622,280                                $  570,434
                               ============                              ============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits               $   90,215            519         2.30%   $   80,546             501           2.49%
  Savings deposits                 158,640          1,229         3.10%      157,844           1,236           3.13%
  Time deposits                    187,129          2,448         5.23%      168,434           2,390           5.68%
Federal funds purchased             13,701            204         5.96%        3,410              49           5.75%
Short-term debt                      6,196             88         5.68%            -               -              -
Long-term debt                      24,310            368         6.06%       24,606             353           5.74%
                               ------------    -----------               ------------     -----------
   Total interest-bearing
      liabilities                  480,191          4,856         4.05%      434,840           4,529           4.17%
                                               -----------                                -----------
Noninterest-bearing deposits        78,999                                    76,457
Other liabilities                    7,166                                     9,630
Shareholders' equity                55,924                                    49,507
                               ------------                              ------------
    Total liabilities
      and shareholders' equity  $  622,280                                $  570,434
                               ============                              ============

Net interest rate spread5                                         4.92%                                        4.81%
                                                             ===========                                  ===========
Net interest income/net                         $   7,728                                  $   7,129
                                               ===========                                ===========
  interest margin6                                   5.51%                                      5.49%
                                               ===========                                ===========

1  Average  balances are computed  principally  on the basis of daily  balances.
   Average balance of securities is based on amortized cost.
2 Nonaccrual loans are included.
3 Interest income on loans includes fees on loans of  $502,000 in 1996 and $395,000 in 1995.
4 Interest income is stated on a tax equivalent basis of 1.72 and 1.75 at September 30, 1996 and 1995.
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 CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
Nine Months Ended
                                                30-Sep-96                                       30-Sep-95

                                Average         Income/         Yield/       Average       Income/         Yield/
                                Balance1        Expense         Rate        Balance1       Expense         Rate
Assets
Earning assets
  Loans 2,3                        $ 348,943     $   27,548     10.53%     $ 305,118      $   25,005       10.93%
  Securities4                        188,123          8,076      5.72%       214,313           9,181        5.71%
  Federal funds sold                   8,383            332      5.28%         3,327             140        5.61%
                                -------------   ------------             ------------   -------------
    Total earning assets             545,449         35,956      8.79%       522,758          34,326        8.76%
                                                ------------                            -------------
Cash and due from bank                30,716                                  28,513
Premises and equipment                13,917                                  13,247
Other assets, net                     18,316                                  15,968
Less:  allowance
  for loan losses                     (5,438)                                 (5,634)
                                -------------                            ------------
      Total                        $ 602,960                               $ 574,852
                                =============                            ============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                 $   86,313          1,472      2.27%    $   80,547           1,485        2.46%
  Savings deposits                   161,712          3,721      3.07%       168,708           3,912        3.09%
  Time deposits                      177,373          7,102      5.34%       161,045           6,591        5.46%
Federal funds purchased                8,397            348      5.53%         2,349             106        6.02%
Short-term debt                        3,285            137      5.56%         8,827             406        6.13%
Long-term debt                        24,871          1,109      5.95%        19,890             843        5.65%
                                -------------   ------------             ------------   -------------
   Total interest-bearing
      liabilities                    461,951         13,889      4.01%       441,366          13,343        4.03%
                                                ------------                            -------------
Noninterest-bearing deposits          77,905                                  75,030
Other liabilities                      8,202                                   8,311
Shareholders' equity                  54,902                                  50,145
                                -------------                            ------------
    Total liabilities
      and shareholders' equity     $ 602,960                               $ 574,852
                                =============                            ============

Net interest rate spread5                                        4.78%                                      4.72%
                                                            ===========                                ===========       
Net interest income/net                          $   22,067                               $   20,983
                                                ============                            =============
  interest margin6                                     5.39%                                    5.35%
                                                ============                            =============

1  Average  balances are computed  principally  on the basis of daily  balances.
   Average balance of securities is based on amortized cost.
2 Nonaccrual loans are included.
3 Interest income on loans includes fees on loans of  $1,407,000 in 1996 and $1,205,000 in 1995.
4 Interest income is stated on a tax equivalent basis of 1.72 and 1.75 at September 30, 1996 and 1995.
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 thousands)
For the three months ended September 30,
                                                                   1996 over 1995

                                                                                                                      Yield/
                                                      Volume                          Rate4                            Total
                                          ------------------            -------------------            ---------------------
Increase (decrease) in interest income:
    Loans 1,2                               $         1,795                $           (564)              $            1,231
    Investment securities3                             (312)                             17                             (295)
    Federal funds sold                                  (10)                              -                              (10)
                                          ------------------            -------------------            ---------------------
      Total                                           1,473                            (547)                             926
                                          ------------------            -------------------            ---------------------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                                60                              (42)                              18
    Savings deposits                                     6                              (13)                              (7)
    Time deposits                                      265                             (207)                              58
    Federal funds purchased                            148                                7                              155
    Short-term debt                                     88                                -                               88
    Long-term debt                                      (4)                              19                               15
                                         ------------------              -------------------            ---------------------
      Total                                            563                             (236)                             327
                                         ------------------              -------------------            ---------------------

Increase (decrease) in
  net interest income                     $            910                 $           (311)             $               599
                                         ==================              ===================            =====================
1 Nonaccrual loans are included.
2  Interest  income  on loans  includes  fees on loans of  $502,000  in 1996 and
$395,000 in 1995. 3 Interest income is stated on a tax equivalent  basis of 1.72
and 1.75 at September 30, 1996 and 1995.
4 The rate/volume variance has been included in the rate variance.
TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                 (in thousands)
For the nine months ended September 30,
                                                                       1996 over 1995

                                                                                                            Yield/
                                                     Volume                      Rate4                       Total
                                          ------------------          -----------------          ------------------
Increase (decrease) in interest income:
    Loans 1,2                                $        3,592              $      (1,049)             $        2,543
    Investment securities3                           (1,122)                          17                    (1,105)
    Federal funds sold                                  213                         (21)                       192
                                          ------------------          -----------------          ------------------
      Total                                           2,683                     (1,053)                      1,630
                                          ------------------          -----------------          ------------------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                                106                       (119)                        (13)
    Savings deposits                                   (162)                        (29)                      (191)
    Time deposits                                       668                       (157)                        511
    Federal funds purchased                             273                         (31)                       242
    Short-term debt                                    (255)                        (14)                      (269)
    Long-term debt                                      211                           55                       266
                                          ------------------          -----------------          ------------------
      Total                                             841                       (295)                        546
                                          ------------------          -----------------          ------------------

Increase (decrease) in
  net interest income                        $        1,842             $         (758)             $        1,084
                                          ==================          =================          ==================
1 Nonaccrual loans are included.
2 Interest  income on loans  includes fee income on loans of  $1,407,000 in 1996
and $1,205,000 in 1995. 3 Interest income is stated on a tax equivalent basis of
1.72 and 1.75 at September 30, 1996 and 1995.
4 The rate/volume variance has been included in the rate variance.
Provision for Loan Losses

In the first nine months of 1996,  the Bank  provided  $627,000  for loan losses
versus  $235,000 in 1995. The provision  mostly offset the $636,000 in net loans
charged off during the first nine months of 1996. The Bank  experienced a higher
level of credit  card  charge  offs than had been the case in prior  years.  The
allowance for loan losses at September 30, 1996 was 1.47% of  outstanding  loans
versus 1.77% at September 30, 1995.  Management's  ongoing  analysis of the loan
portfolio  determined that the remaining  balance of $5,571,000 in the allowance
for loan  losses is  adequate  to cover  probable  losses  inherent  in the loan
portfolio.

Noninterest Income

Total  noninterest  income for the third quarter of 1996  increased  $303,000 or
21.0% from the same period in 1995.  Selective rate increases in service charges
which  took  effect  July  1,  1996 as well as  increased  volumes  in some  fee
categories added approximately  $228,000 to noninterest income. Other income was
up from $375,000 to $449,000 in 1996.  Several non recurring items accounted for
this increase. No other individual items had significant changes.

Results for the nine months were mixed.  Overall,  noninterest  income increased
$279,000 or 6.2% in 1996  versus  1995.  Service  charges and fee income were up
$488,000 or 15.7%.  This  increase  resulted  from the same  factors as detailed
above. In the other income category commissions on sales of annuities and mutual
funds  increased  by  $305,000  (24.3%)  during the first  nine  months of 1995.
However,  overall other income  decreased by $219,000 (15.4%) for the first nine
months  of 1996 as  compared  the same  period  in  1995.  Fewer  favorable  non
recurring items accounted for the decrease.

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 $565,000 or 10.8% in the third
quarter of 1996 versus the same period last year.

For the quarter,  salaries and benefits were up $289,000 or 10.9% from the prior
year. This increase reflects costs for additional  employees at two new in-store
branches,  two loan  production  offices,  fringe  benefits  and  normal  salary
increases.

Other expenses increased $276,000 or 10.6% in the third quarter . Costs relating
to  customer  deposit  services,   ATM  networks,   credit  card  servicing  and
telecommunications accounted for $207,000 of the increase as they were up 34.2%.
These costs reflect  higher  volumes  related to the products.  Net increases in
various other expense categories made up the remaining difference.
For the nine month period  noninterest  expenses  increased  $867,000 or 5.3% in
1996  over  1995.  Expense  increases  for the  nine  month  period  are  fairly
reflective  of those for the  quarter  as  detailed  in the  previous  paragraph
especially as related to salaries and benefits.

Management  continually reviews these expenses and expense controls.  Management
expects  noninterest  expenses to  increase  from  current  levels in the fourth
quarter of 1996 and the first  quarter of 1997 as the Bank  prepares  to support
the additional nine branches to be purchased from Wells Fargo Bank.

Provision for Income Taxes

The  effective  tax rate for the nine months ended  September 30, 1996 is 41.6%.
This rate approximates the combined  California and Federal statutory rates. The
actual  rate  equals the  statutory  rate as the Bank does not have  significant
holdings of tax exempt securities.  The Bank does not anticipate  increasing its
holdings of tax-free securities in the near term.

Loans

In the third quarter of 1996,  loan balances  increased  $7,032,000 or 1.9% from
the  ending  balances  at June 30,  1996.  The third  quarter  growth  slowed as
agricultural  borrowers  typically  lock up their  credit needs in the first and
second  quarters.  The third quarter  growth was about evenly split between real
estate  construction  and  consumer  loans.  The  balances  of  $379,950,000  at
September  30, 1996  exceeded  year end balances by  $61,184,000  and 1995 third
quarter ending balances by $60,066,000. The year over year gain is reflective of
an  improved  economy and the Bank's  success in  marketing  its loan  products.
Management  has made a concerted  effort to develop a more highly  refined sales
culture  among its loan  officers  while  maintaining  its  credit  underwriting
standards.  Because of the  inherent  seasonality  in the Bank's loan  portfolio
where  agricultural  production loans paydown in the fourth quarter,  Management
believes loan growth will be modest to flat through the fourth quarter.

Securities

At  September  30,  1996,  securities  held-to-maturity  had  a  cost  basis  of
$105,945,000  and  a  fair  value  of  $103,339,000.  This  portfolio  contained
mortgage-backed securities totaling $83,367,000 of which $34,665,000 were CMO's.
The  securities   available-for-sale  portfolio  had  a  fair  market  value  of
$68,148,000 and an amortized cost basis of $70,293,000. This portfolio contained
mortgage-backed securities with fair market values totaling $29,056,000 of which
$20,896,000  were  CMO's.  At  December  31,  1996  the  cost  basis  of the two
portfolios  was  $196,914,000.  The Bank has  continued to re-deploy  funds from
matured securities into the loan portfolio.

Nonperforming Loans

As shown in the  following  table,  total  nonperforming  assets have  increased
$3,230,000 to $6,294,000  in the first nine months of 1996.  Approximately  $2.0
million of the increase in  nonperforming  loans are loans secured by commercial
real estate and are related to one borrower.  Non  performing  assets  represent
1.01% of total assets.  All nonaccrual  loans are considered to be impaired when
determining any valuation allowance under SFAS 114.
1996                           1995
                                                         ----                           ----
Nonaccrual loans                                    $           4,692              $           2,213
Accruing loans past due 90 days or more                            20                            220
Restructured loans (in compliance with
  modified terms)                                                   -                              -
                                                   ------------------             ------------------

     Total nonperforming loans                                  4,712                          2,433

Other real estate owned                                         1,582                            631
                                                   ------------------             ------------------

     Total nonperforming assets                     $           6,294              $           3,064
                                                   ==================             ==================

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

Nonperforming loans to total loans                               1.24%                          0.76%
Allowance for loan losses to
  nonperforming loans                                             118%                           229%
Nonperforming assets to total assets                             1.01%                          0.51%
Allowance for loan losses to
  nonperforming assets                                             89%                           182%
Allowance for Loan Losses

The Bank  maintains  its  allowance  for loan  losses at a level  considered  by
Management  to be adequate to cover the risk of loss in the loan  portfolio at a
particular point in time. This determination includes an evaluation and analysis
of historical  experience,  current loan mix and volume,  and projected economic
conditions.

The following table presents information  concerning the allowance and provision
for loan losses.
September 30,                  September 30,
                                                   1996                          1995
                                                             (in thousands)
Balance, Beginning of period                 $           5,580             $           5,608

Provision charged to operations                            627                           235

Loans charged off                                         (919)                         (361)

Recoveries of loans previously
  charged off                                              283                           176

Balance, end of period                       $           5,571             $           5,658
                                            ===================            ==================

Ending loan portfolio                          $       379,950               $       319,884
                                            ===================            ==================

Allowance for loans as a
  percentage of ending loan portfolio                     1.47%                         1.77%
                                            ===================            ==================
Equity

The following table indicates the amounts of regulatory capital of the Company.

                          Tier I              Total Risk-             Leverage
                                                 Based
                     -----------------------------------------------------------
                                         (dollars in thousands)

September 30, 1995
Company's %                      12.9%               14.2%                 9.3%
Regulatory minimum %              4.0%                8.0%                 4.0%
Company's capital $   $        57,719      $       63,290       $       57,719
Regulatory minimum $           17,865              35,729               24,842
                     -----------------   -----------------    -----------------
Computed excess       $        39,854      $       27,561       $       32,877
                     =================   =================    =================
PART II

Other Information

Item 5.     Exhibits Index                                                  Page

               a.   Exhibits

                     Computations of Earnings Per Share                     25

               b.   Reports on Form 8-K:

                   A Form 8-K,  for Item 2 was filed on October  16,  1996 which
                   reported  the  acquisition  of Sutter  Buttes  Savings  Bank.
                   Financial  statements for this  transaction have not yet been
                   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       November 11, 1996                             /s/ Robert H. Steveson
                                                         Robert H. Steveson
                                                         President and
                                                         Chief Executive Officer

Date       November 11, 1996                             /s/ Robert M. Stanberry
                                                         Robert M. Stanberry
                                                         Vice President and
                                                         Chief Financial Officer