<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended March 31, 2000                 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.)

                 63  Constitution  Drive,  Chico,  California  95973 (Address of
               principal executive offices) (Zip code)

Registrant's telephone number, including area code                 530/898-0300


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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes   X      No
                                   -----       -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of May 5, 2000:  7,181,350





<PAGE>
<TABLE>
<CAPTION>


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


                                                                                     March 31,            December 31,
                                                                                       2000                   1999
                                                                                 ------------------     ------------------
<S>                                                                                <C>                    <C>
Assets:
Cash and due from banks                                                            $        40,079        $        52,036
Federal funds sold and repurchase agreements                                                14,900                  8,400
                                                                                 ------------------     ------------------
     Cash and cash equivalents                                                              54,979                 60,436
Securities available-for-sale                                                              225,454                231,708
Loans, net of allowance for loan losses
  of $11,914 and $11,037, respectively                                                     585,810                576,942
Premises and equipment, net                                                                 15,966                 16,043
Other real estate owned                                                                      1,152                    760
Accrued interest receivable                                                                  6,112                  6,076
Other assets                                                                                33,472                 32,831
                                                                                 ------------------     ------------------

     Total assets                                                                  $        922,945        $       924,796
                                                                                 ==================     ==================

Liabilities:
Deposits:
 Noninterest-bearing demand                                                        $       144,072         $      155,937
 Interest-bearing demand                                                                   150,708                143,923
 Savings                                                                                   222,451                222,615
 Time certificates                                                                         266,109                271,635
                                                                                 ------------------     ------------------
     Total deposits                                                                        783,340                794,110
Federal funds purchased                                                                      4,700                      0
Accrued interest payable and other liabilities                                              14,092                 12,058
Long term borrowings                                                                        45,500                 45,505
                                                                                 ------------------     ------------------

     Total liabilities                                                                     847,632                851,673

Shareholders' equity:
Common stock                                                                                50,229                 50,043
Retained earnings                                                                           31,149                 28,613
Accumulated other comprehensive loss                                                        (6,065)                (5,533)
                                                                                 ------------------     ------------------

     Total shareholders' equity                                                             75,313                 73,123
                                                                                 ------------------     ------------------

     Total liabilities and shareholders' equity                                    $       922,945        $       924,796
                                                                                 ==================     ==================

</TABLE>
<PAGE>

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

                                               For the three months
                                                  ended March 31,
                                            2000                    1999
Interest income:
  Interest and fees on loans           $      14,063           $      12,384
  Interest on investment
   securities-taxable                          3,080                   3,405
  Interest on investment
   securities-tax exempt                         558                     548
  Interest on federal funds sold                 193                       8
                                       --------------          --------------
     Total interest income                    17,894                  16,345
                                       --------------          --------------

Interest expense:
  Interest on deposits                         5,769                   5,109
  Interest on federal funds purchased              9                     201
  Interest on repurchase agreements                1                       7
  Interest on other borrowings                   629                     521
                                       --------------          --------------
     Total interest expense                    6,408                   5,838
                                       --------------          --------------

     Net interest income                      11,486                  10,507

Provision for loan losses                        800                     840
                                       --------------          --------------
    Net interest income after
     provision for loan losses                10,686                   9,667

Noninterest income:
  Service charges and fees                     1,807                   1,707
  Other income                                 2,819                   1,255
                                       --------------          --------------
     Total noninterest income                  4,626                   2,962
                                       --------------          --------------

Noninterest expenses:
  Salaries and related expenses                4,834                   4,433
  Other, net                                   4,190                   4,053
                                       --------------          --------------
     Total noninterest expenses                9,024                   8,486
                                       --------------          --------------

Net income before income taxes                 6,288                   4,143

  Income taxes                                 2,360                   1,509
                                       --------------          --------------

     Net income                        $       3,928           $       2,634
                                       ==============          ==============

Basic earnings per common share        $        0.55           $        0.37
                                       ==============          ==============
Diluted earnings per common share      $        0.54           $        0.36
                                       ==============          ==============

<PAGE>
<TABLE>
<CAPTION>

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





                                                  Common stock                        Accumulated
                                             ------------------------                    Other
                                               Number                   Retained     Comprehensive                 Comprehensive
                                              of shares     Amount      earnings         Loss           Total         Income
                                             -------------------------------------------------------------------------------------
<S>                                            <C>           <C>          <C>               <C>         <C>
Balance, December 31, 1999                     7,152,329     $50,043      $28,613           ($5,533)    $73,123
Exercise of Common Stock options,
  net of tax                                      32,750         171                                        171
Repurchase of Common Stock                        (3,729)        (26)         (29)                          (55)
Common stock cash dividends                                                (1,363)                       (1,363)
Stock option amortization                                         41                                         41
Comprehensive income:
 Net income                                                                 3,928                         3,928            $3,928
 Other comprehensive loss:
   Change in unrealized loss
    on securities, net of tax                                                                  (532)       (532)             (532)
                                                                                                                  ----------------
Comprehensive income                                                                                                       $3,396
                                             -------------------------------------------------------------------------------------
Balance, March 31, 2000                        7,181,350     $50,229      $31,149           ($6,065)    $75,313
                                             -------------------------------------------------------------------

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                        TRICO BANCSHARES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (in thousands)
                                                                      For the three months
                                                                         ended March 31,
                                                                     2000              1999
                                                                 --------------    --------------
<S>                                                                     <C>               <C>
Operating activities:
  Net income                                                            $3,928            $2,634
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                            800               840
      Depreciation and amortization                                        638               647
      Amortization of intangible assets                                    241               284
      Accretion and amortization of investment
           securities discounts and premiums, net                           73               181
      Deferred income taxes                                              1,901               (80)
      Investment security gains, net                                         -                (9)
      Gain on sale of OREO                                                 (29)              (14)
     Gain on sale of loans                                                (358)             (358)
      (Gain) loss on sale of fixed assets                                   23                (7)
      Amortization of stock options                                         41                41
      Decrease (increase) in interest receivable                           (36)              481
      Increase (decrease) in interest payable                              193               (67)
      Decrease in other assets and liabilities                          (2,053)            3,025
                                                                 --------------    --------------
        Net cash provided by operating activities                        5,362             7,598
                                                                 --------------    --------------
Investing activities:
  Proceeds from maturities of securities available-for-sale             14,673            34,883
  Proceeds from sales of securities available-for-sale                       -             9,187
  Purchases of securities available-for-sale                            (7,990)          (28,018)
  Proceeds from sale of fixed asset                                         21                27
  Net increase in loans                                                 (9,799)          (16,000)
  Purchases of premises and equipment                                     (528)             (406)
  Proceeds from sale of OREO                                               126               185
                                                                 --------------    --------------
        Net cash used by investing activities                           (3,497)             (142)
                                                                 --------------    --------------
Financing activities:
  Net decrease in deposits                                             (10,770)          (14,877)
  Net increase (decrease) in Fed funds purchased                         4,700            (4,600)
  Borrowings under long-term debt agreements                                 -             1,000
  Payments of principal on long-term debt agreements                        (5)           (3,404)
  Repurchase of common stock                                               (55)              (49)
  Cash dividends                                                        (1,363)           (1,139)
  Exercise of common stock options                                         171               365
                                                                 --------------    --------------
        Net cash used by financing activities                           (7,322)          (22,704)
                                                                 --------------    --------------
        (Decrease) in cash and cash equivalents                         (5,457)          (15,248)
Cash and cash equivalents at beginning of period                        60,436            50,483
                                                                 --------------    --------------
Cash and cash equivalents at end of period                             $54,979           $35,235
                                                                 --------------    --------------
Supplemental information
  Cash paid for taxes                                                     $275               $50
  Cash paid for interest expense                                        $6,215            $5,905

</TABLE>




<PAGE>


Item 1.  Notes to Condensed Consolidated Financial Statements

Note A - Basis of Presentation

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

The interim  results for the three  months ended March 31, 2000 and 1999 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, 1999.


Note B - Comprehensive Income

For the  Company,  comprehensive  income  includes  net income  reported  on the
statement  of income and  changes  in the fair  value of its  available-for-sale
investments reported as other comprehensive income. The following table presents
net  income  adjusted  by the  change  in  unrealized  gains  or  losses  on the
available-for-sale  investments  as a  component  of  comprehensive  income  (in
thousands).


                                                  Three months ended
                                                       March 31,
                                                   2000          1999
Net income                                       $ 3,928        $ 2,634

Net change in unrealized gains
  (losses) on securities available-for-sale,
  net of tax                                        (532)          (777)


Comprehensive income                             $ 3,396        $ 1,857






<PAGE>


Note C - Earnings per Share

The Company's basic and diluted  earnings per share are as follows (in thousands
 except per share data):
                        Three Months Ended March 31, 2000
                                                         Weighted
                                                          Average   Per-Share
                                                Income    Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders   $3,928    7,171,612    $0.55
Common stock options outstanding                    --      157,466
Diluted Earnings per Share
  Net income available to common shareholders   $3,928    7,329,078    $0.54
                                                ======    =========

                        Three Months Ended March 31, 1999
                                                         Weighted
                                                          Average   Per-Share
                                                Income    Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders   $2,634    7,105,437    $0.37
Common stock options outstanding                     --     191,889
Diluted Earnings per Share
  Net income available to common shareholders   $2,634    7,297,326    $0.36
                                                ======    =========



<PAGE>


Note D - Business Segments

The Company is principally  engaged in traditional  community banking activities
provided  through its twenty-nine  branches and eight in-store  branches located
throughout Northern California.  Community banking activities include the Bank's
commercial and retail  lending,  deposit  gathering and investment and liquidity
management  activities.  In addition to its community banking services, the Bank
offers investment  brokerage and leasing services.  The Company held investments
in real estate  through its  wholly-owned  subsidiary,  TCB Real Estate.  During
1998, TCB Real Estate divested all investment properties, and in April 1999, TCB
Real Estate was dissolved.  These activities were monitored and reported by Bank
management as separate operating segments.

As permitted under the Statement, the results of the separate branches have been
aggregated into a single reportable  segment,  Community Banking.  The Company's
leasing,  investment  brokerage  and  real  estate  segments  do  not  meet  the
prescribed  aggregation  or  materiality  criteria and therefore are reported as
"Other" in the following table.

Summarized financial information concerning the Bank's reportable segments is as
follows (in thousands):
                                        Community
                                         Banking          Other         Total
Three Months Ended March 31, 2000
Net interest income                     $  11,306      $    180      $  11,486
Noninterest income                          3,926           700          4,626
Noninterest expense                         8,599           425          9,024
Net income                                  3,678           250          3,928
Assets                                   $912,003       $10,942       $922,945

Three Months Ended March 31, 1999
Net interest income                     $  10,490     $      17      $  10,507
Noninterest income                          2,353           609          2,962
Noninterest expense                         8,184           302          8,486
Net income                                  2,430           204          2,634
Assets                                   $873,408       $11,564       $884,972

Note E - Other Income

Included in the results for the three months ended March 31, 2000 was a one-time
pre-tax  income item of  $1,510,000.  This one-time item  represents the initial
value of 88,796 common shares of John Hancock  Financial  Services,  Inc.  (JHF)
which the Bank received as a consequence  of its ownership of certain  insurance
policies  through John Hancock Mutual Life Insurance  Company and John Hancock's
conversion from a mutual company to a stock company.




<PAGE>


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

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

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

Overview

The Company had  quarterly  earnings of  $3,928,000  for the three  months ended
March 31, 2000.  The quarterly  earnings  represented a 49.1%  increase over the
$2,634,000  reported for the three months ended March 31, 1999. Diluted earnings
per share were $0.54 versus $0.36.  Included in the results for the three months
ended March 31, 2000 was a one-time  pre-tax  income  item of  $1,510,000.  This
one-time  item  represents  the initial  value of 88,796  common  shares of John
Hancock Financial Services,  Inc. (JHF) which the Bank received as a consequence
of its ownership of certain insurance  policies through John Hancock Mutual Life
Insurance Company and John Hancock's conversion from a mutual company to a stock
company.  Excluding  the  receipt  of the JHF  shares,  net income for the three
months ended March 31, 2000 would have been $3,039,000 and diluted  earnings per
share  would  have  been  $0.42,  and  would  have  represented  15.4% and 16.7%
increases over the same period in the prior year, respectively.

Factors  contributing to the improved  operating results included growth in loan
balances  that  was  funded  mainly  by  runoff  of  lower  yielding  investment
securities,  and a five percent  increase in  noninterest  income  excluding the
one-time  income event noted above.  Improvements  in these areas were offset in
part by a six percent increase in noninterest expenses.

First  quarter 2000 pretax  earnings  increased  $2,145,000 to  $6,288,000.  Net
interest income  reflected  growth of 9.3% to  $11,486,000.  The interest income
component was up $1,589,000  (9.5%) due to higher quarter over quarter volume of
loans and a 57 basis point increase in the average yield on earning assets.  The
average  balance of loans was up $52,498,000  (9.8%) to  $586,659,000  while the
average  balance of securities was down  $47,753,000  (17.5%) to $225,875,000 in
2000. The average yield on loans was up 32 basis points to 9.59% and the average
yield on securities was up 75 basis points to 6.95% in 2000. The average balance
of interest earning assets increased  $17,674,000 (2.2%) to $826,197,000 and the
average yield on interest earning assets increased to 8.80% in the first quarter
of 2000 versus 8.23% in the first quarter of 1999.  Interest  expense  increased
$570,000  (9.8%) which was due to a 25 basis point  increase in the average rate
paid on interest bearing liabilities to 3.74% and a 2.5% increase in the average
volume of interest  bearing  liabilities to  $686,088,000  in 2000. Net interest
margin was 5.70% for the first  quarter of 2000 versus 5.34% in the same quarter
of the prior year.

Provision  for loan  losses for the first  quarter of 2000 was  $800,000  versus
$840,000 in the same  quarter in 1999.  The Company had net loan  recoveries  of
$77,000 in the first quarter of 2000 compared to $60,000 of net loan charge-offs
in the same period of 1999.

Noninterest income in the first quarter of 2000 was $4,626,000 versus $2,962,000
in the same period of 1999.  As  described  above,  the 2000  results  include a
one-time  pre-tax  income item of  $1,510,000  from the receipt of common stock.
Excluding this one-time event,  noninterest income would have increased $154,000
(5.2%)  to  $3,116,000.  Service  charges  and fees were up  $100,000  (5.9%) to
$1,807,000  over  the  year  ago  period.  Commission  income  from  the sale of
insurance  and  investment  products was  $680,000 in the first  quarter of 2000
versus $535,000 in 1999. For the three months ended March 31, 2000, gain on sale
of loans was $75,000 compared to $358,000 in the first three months of 1999.

Noninterest expense increased $538,000 (6.3%) to $9,024,000 in the first quarter
2000 versus 1999.  Salary and benefit  expense  increased  $401,000  (9.1%) on a
quarter over quarter basis to $4,834,000. The salary expense was higher due to a
2.7%  increase in average  full-time  equivalent  employees  to 383,  and annual
salary  increases.  Other  noninterest  expenses  increased  $137,000  (3.4%) to
$4,190,000  in  the  first  quarter  of  2000.  Assets  of the  Company  totaled
$922,945,000  at March 31, 2000 which was a decrease of $1,851,000 from December
31, 1999  balances  and an increase  of  $37,973,000  from March 31, 1999 ending
balances.

For the first quarter of 2000 the Company had an annualized  return on assets of
1.73%  and a return  on  equity  of  21.26%  versus  1.19%  and  14.37% in 1999.
Excluding the one-time  income event that occurred in the first quarter of 2000,
the Company would have had an annualized  return on assets of 1.34% and a return
on equity of 16.45%.  TriCo  Bancshares  ended the quarter with a Tier 1 capital
ratio of 10.8% and a total risk-based capital ratio of 12.1%.

The  following  table  provides  a summary of the major  elements  of income and
expense for the first quarter of 2000 compared with the first quarter of 1999.


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


                                                      Three months                     Percentage
                                                     ended March 31,                     Change
                                               2000                   1999
<S>                                        <C>                    <C>                           <C>
Interest income                            $      18,181          $      16,630                 9.3%
Interest expense                                   6,408                  5,838                 9.8%
                                           --------------         --------------

Net interest income                               11,773                 10,792                 9.1%

Provision for loan losses                            800                    840                (4.8%)
                                           --------------         --------------

Net interest income after                         10,973                  9,952                10.3%
  provision for loan losses

Noninterest income                                 4,626                  2,962                56.2%
Noninterest expenses                               9,024                  8,486                 6.3%
                                           --------------         --------------

Net income before income taxes                     6,575                  4,428                48.5%
Income taxes                                       2,360                  1,509                56.4%
Tax equivalent adjustment1                           287                    285                 0.7%
                                           --------------         --------------

Net income                                 $       3,928          $       2,634                49.1%
                                           ==============         ==============

Diluted earnings per common share                 $ 0.54                 $ 0.36                50.0%


1 Interest on tax-free  securities is reported on a tax equivalent basis of 1.52
  for March 31, 2000 and 1999.

</TABLE>



<PAGE>


Net Interest Income / Net Interest Margin

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

For the three months ended March 31, 2000, interest income increased  $1,551,000
or 9.3% over the same  period in 1999.  The  average  balance  of total  earning
assets  was  higher by  $17,674,000  (2.2%).  The  average  balance of loans and
Federal  Funds sold  outstanding  increased  $52,498,000  (9.8%) and  12,929,000
(176%),  respectively,  while investment  security  average  balances  decreased
$47,753,000  (17.5%).  The loan and federal funds volume increases accounted for
additional interest income of $1,217,000 and $141,000, respectively,  during the
first  quarter of 2000  versus the year  earlier  period.  The  decrease  in the
average  balance of  investment  securities  resulted in a reduction in interest
income of  $740,000.  The average  yields on loans,  investment  securities  and
Federal Funds sold were higher by 32, 75 and 129 basis points, respectively, and
increased  interest income for the quarter by $933,000 over the first quarter of
1999. The overall yield on earning assets increased 57 basis points to 8.80%.

For the first quarter of 2000,  interest  expense  increased by $570,000 or 9.8%
over  the year  earlier  period.  Average  balances  of  demand  deposits,  time
deposits,  and long-term debt increased  $1,932,000 (1.3%),  $24,074,000 (9.8%),
and $7,741,00  (20.5%),  respectively.  The average balances of savings deposits
and short-term borrowings were lower by $596,000 (0.2%) and $16,172,000 (96.1%),
respectively,  during the first quarter of 2000 versus the year earlier  period.
For the first quarter of 2000,  the average  balance of total  interest  bearing
liabilities increased $16,979,000 (2.5%) over the year earlier period increasing
interest  expense by $192,000.  The overall average rate on earning  liabilities
increased  by 25 basis  points to  3.74%,  and  increased  interest  expense  by
$378,000.

The net effect of the  increases  in  interest  income and expense for the first
quarter of 2000 versus  1999  resulted in an increase of $981,000 or 9.1% in net
interest income. Net interest margin was up 36 basis points from 5.34% to 5.70%.
The average balance of noninterest bearing deposits was $3,757,000 (2.8%) higher
in the first quarter of 2000 versus the first quarter of 1999.

The following  two tables  provide  summaries of the  components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter ended March 31, 2000 versus the same period in 1999.


<PAGE>
<TABLE>
<CAPTION>

                                                     TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                    Three Months Ended
                                              March 31, 2000                                   March 31, 1999
                                              --------------                                   --------------

                                Average          Income/        Yield/           Average         Income/         Yield/
                                Balance1         Expense        Rate             Balance1        Expense         Rate
<S>                                <C>               <C>             <C>            <C>               <C>             <C>
Assets
Earning assets
  Loan 2,3                         $ 586,659        $ 14,063         9.59%          $ 534,161        $ 12,384         9.27%
  Securities                         225,875           3,925         6.95%            273,628           4,238         6.20%
  Federal funds sold                  13,663             193         5.65%                734               8         4.36%
                                -------------    ------------   -----------      -------------   -------------   -----------
    Total earning assets             826,197          18,181         8.80%            808,523          16,630         8.23%
                                                 ------------                                    -------------
Cash and due from bank                37,362                                           35,592
Premises and equipment                16,025                                           16,107
Other assets,net                      40,927                                           35,301
Less:  allowance
  for loan losses                    (11,404)                                          (8,471)
                                -------------                                    -------------
      Total                        $ 909,107                                        $ 887,052
                                =============                                    =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 147,239             578         1.57%          $ 145,307             564         1.55%
  Savings deposits                   223,905           1,695         3.03%            224,501           1,679         2.99%
  Time deposits                      268,779           3,496         5.20%            244,705           2,866         4.68%
Fed funds purchased                      584               9         6.16%             16,280             201         4.94%
Repurchase agreements                     79               1         5.06%                555               7         5.05%
Long-term debt                        45,502             629         5.53%             37,761             521         5.52%
                                -------------    ------------   -----------      -------------   -------------   -----------
   Total interest-bearing
      liabilities                    686,088           6,408         3.74%            669,109           5,838         3.49%
                                                 ------------                                    -------------
Noninterest-bearing deposits         136,115                                          132,358
Other liabilities                     12,994                                           12,242
Shareholders' equity                  73,910                                           73,343
                                -------------                                    -------------
    Total liabilities
      and shareholders' equity     $ 909,107                                        $ 887,052
                                =============                                    =============

Net interest rate spread5                                            5.06%                                            4.74%
Net interest income/net                             $ 11,773                                         $ 10,792
                                                 ============                                    =============
  interest margin6                                     5.70%                                            5.34%
                                                 ============                                    =============


1Average  balances  are  computed  principally  on the basis of daily  balances.
2Nonaccrual loans are included. 3Interest income on loans includes fees on loans
of $606,000 in 2000 and  $737,000 in 1999.  4Interest  income is stated on a tax
equivalent  basis of 1.52 at March 31, 2000 and 1999.  5Net interest rate spread
represents the average yield earned on interest-earning assets less
  the average rate paid on interest-bearing liabilities.
6Net  interest  margin is  computed  by dividing  net  interest  income by total
average earning assets.

</TABLE>
<PAGE>

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

                                           For the three months ended March 31,
                                                      2000 over 1999

                                                                       Yield/
                                            Volume       Rate4         Total
                                           --------     -------      ---------
Increase (decrease) in interest income:
    Loans 1,2                                $1,217       $462         $1,679
    Investment securities3                    (740)        427           (313)
    Federal funds sold                         141          44            185
                                           --------     -------      ---------
      Total                                    618         933          1,551
                                           --------     -------      ---------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                         7           7             14
    Savings deposits                            (4)         20             16
    Time deposits                              282         348            630
    Federal funds purchased                   (194)          2           (192)
    Repurchase agreements                       (6)          -             (6)
    Long-term debt                             107           1            108
                                           --------      ------      ---------
      Total                                    192         378            570
                                           --------      ------      ---------

Increase in net interest income               $426        $555           $981
                                           ========      ======      =========

1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $606,000 in 2000 and
$737,000 in 1999.  3Interest  income is stated on a tax equivalent basis of 1.52
for March 31, 2000 and 1999. 4The rate/volume  variance has been included in the
rate variance.



<PAGE>


Provision for Loan Losses

The Bank  provided  $800,000 for loan losses in the first quarter of 2000 versus
$840,000 in the same period of 1999.  The  company  had net loan  recoveries  of
$77,000 in the first quarter of 2000 compared to $60,000 of net loan charge-offs
in the same period of 1999.

Noninterest Income

Noninterest income in the first quarter of 2000 was $4,626,000 versus $2,962,000
in the same period of 1999.  As  described  above,  the 2000  results  include a
one-time  pre-tax  income item of  $1,510,000  from the receipt of common stock.
Excluding this one-time event,  noninterest income would have increased $154,000
(5.2%)  to  $3,116,000.  Service  charges  and fees were up  $100,000  (5.9%) to
$1,807,000  over  the  year  ago  period.  Commission  income  from  the sale of
insurance  and  investment  products was  $680,000 in the first  quarter of 2000
versus $535,000 in 1999. For the three months ended March 31, 2000, gain on sale
of loans were $75,000 compared to $358,000 in the first quarter of 1999.

Noninterest Expense

Noninterest expense increased $538,000 (6.3%) to $9,024,000 in the first quarter
2000  versus the first  quarter of 1999.  Salary and benefit  expense  increased
$401,000  (9.1%) on a quarter  over  quarter  basis to  $4,834,000.  The  salary
expense  was  higher due to a 2.7%  increase  in  average  full-time  equivalent
employees  to 383,  and annual  salary  increases.  Other  noninterest  expenses
increased $137,000 (3.4%) to $4,190,000 in the first quarter of 2000.

Provision for Income Taxes

The  effective  tax rate for the three months ended March 31, 2000 was 37.5% and
reflects an increase from 36.4% in the year earlier period.  The increase in tax
rate is mainly the result of a lower percentage of nontaxable  earnings to total
earnings.



<PAGE>


Loans

In the first quarter of 2000,  loan balances  increased  $9,745,000 or 1.7% from
the year end balances.  Both commercial and consumer loans increased while there
was a slight  decrease in real  estate  loans.  At March 31, 2000 loans  totaled
$597,724,000  which was a  $49,173,000  (9.0%)  increase  from the year  earlier
totals.

Securities

At  March  31,  2000,  securities   available-for-sale   had  a  fair  value  of
$225,454,000  and an amortized cost of  $235,178,000.  This portfolio  contained
mortgage-backed  securities  with an  amortized  cost of  $133,240,000  of which
$18,026,000 was CMO's. At March 31, 2000, the Bank had no securities  classified
as held-to-maturity.


<PAGE>

Nonperforming Loans

As shown in the following table, total nonperforming assets have increased 49.9%
to $5,159,000 in the first three months of 2000. Non performing assets represent
0.56% of total assets.  Both  nonaccrual  loans and OREO  increased  during this
period.  All nonaccrual loans are considered to be impaired when determining the
valuation  allowance  under SFAS 114.  The Bank  continues  to make a  concerted
effort to work problem and potential problem loans to reduce risk of loss.

                                              March 31,          December 31,
                                                2000                 1999

Nonaccrual loans                               $ 2,759             $ 1,758
Accruing loans past due 90 days or more          1,248                 923
Restructured loans (in compliance with
  modified terms)                                    0                   0
                                              ---------           ---------

     Total nonperforming loans                   4,007               2,681

Other real estate owned                          1,152                 760
                                              ---------           ---------

     Total nonperforming assets                $ 5,159             $ 3,441
                                              =========           =========

Nonperforming loans to total loans               0.67%               0.46%
Allowance for loan losses to
  nonperforming loans                             297%                412%
Nonperforming assets to total assets             0.56%               0.37%
Allowance for loan losses to
  nonperforming assets                            231%                321%







<PAGE>


Allowance for Loan Loss

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

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

                                            March 31,     March 31,
                                              1999          2000
                                                (in thousands)

Balance, beginning of period              $   11,037     $   8,206
Provision charged to operations                  800           840
Loans charged off                                (74)         (100)
Recoveries of loans previously
  charged off                                    151            40
                                          ===========    ==========
Balance, end of period                    $   11,914     $   8,986
                                          ===========    ==========

Ending loan portfolio                     $  597,724     $  548,551
                                          ===========    ==========
Allowance to loans as a
  percentage of ending loan portfolio          1.99%         1.64%
                                          ===========    ==========

<TABLE>
<CAPTION>

Equity

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

                                                                                     To Be Well
                                                                                  Capitalized Under
                                                                For Capital       Prompt Corrective
                                         Actual            Adequacy Purposes     Action Provisions
                                     Amount     Ratio        Amount     Ratio      Amount   Ratio
<S>                                  <C>       <C>            <C>       <C>        <C>        <C>
As of March 31, 2000:
Total Capital to Risk Weighted Assets
   Consolidated                      $83,892   12.05%       =>$55,695 =>8.0%     =>$69,619  =>10.0%
   Tri Counties Bank                 $82,618   11.89%       =>$55,602 =>8.0%     =>$69,502  =>10.0%
Tier I Capital to Risk Weighted Assets
   Consolidated                      $75,190   10.80%       =>$27,847 =>4.0%     =>$41,771   =>6.0%
   Tri Counties Bank                 $73,890   10.63%       =>$27,801 =>4.0%     =>$41,701   =>6.0%
Tier I Capital to Average Assets
   Consolidated                      $75,190    8.33%       =>$36,117 =>4.0%     =>$45,146   =>5.0%
   Tri Counties Bank                 $73,890    8.19%       =>$36,071 =>4.0%     =>$45,090   =>5.0%
</TABLE>


<PAGE>

Year 2000

The Company  previously  recognized the material  nature of the business  issues
surrounding computer processing of dates into and beyond the Year 2000 and began
taking  corrective  action as required  pursuant to the  interagency  statements
issued by the Federal Financial Institutions Examination Council.

Management  believes the Company has  completed  all the  activities  within its
control  to ensure  that the  Company's  systems  are Year 2000  compliant.  The
Company has not experienced and  interruptions  to normal  operations due to the
start  of  the  Year  2000.  The  Company's  Year  2000  readiness   costs  were
approximately  $103,000.  The  Company  does not  currently  expect to apply any
further funds to address the Year 2000 issues.

As of April 20, 2000, the Company has not experienced  any material  disruptions
of  its  internal  computer  systems  or  software   applications  and  has  not
experienced any problems with the computer  systems or software  applications of
its third party  vendors,  suppliers  or service  providers.  The  Company  will
continue to monitor these third parties to determine the impact,  if any, on its
business and the actions it must take, if any, in the event of non-compliance by
any of these third parties. Based upon the Company's assessment of compliance by
third parties,  there appears to be no material  business risk posed by any such
non-compliance.

Although the Company's Year 2000 rollover did not present any material  business
disruption,  there  are some  remaining  Year  2000  related  risks.  Management
believes that  appropriate  actions have been taken to address  these  remaining
Year 2000 issues and  contingency  plans are in place to minimize the  financial
impact to the  Company.  Management,  however,  cannot be certain that Year 2000
issues affecting its customers,  suppliers or service  providers will not have a
material adverse impact on the Company.



                         Item 3. MARKET RISK MANAGEMENT

There have not been any significant  changes in the risk  management  profile of
the Bank since December 31, 1999.


<PAGE>


                                     PART II

Other Information

 (a)  Item 6.     Exhibits Filed Herewith

Exhibit No.                                           Exhibits

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

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

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

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

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

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

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

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

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

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

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

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



(b) Reports on Form 8-K:

         None


<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                TRICO BANCSHARES



Date           May 5, 2000                 /s/ Richard P. Smith
          ----------------                 -------------------------------------
                                           Richard P. Smith
                                           President and Chief Executive Officer


Date           May 5, 2000                 /s/ Thomas J. Reddish
          ----------------                 -------------------------------------
                                           Thomas J. Reddish
                                           Vice President and CFO
[{"type": "10-Q", "sequence": "1", "description": "10-Q", "secsgml_size_bytes": 58563}]
{"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": "632051"}, "business-address": {"street1": "TRI COUNTIES BANK ADMINISTRATION", "street2": "40 PHILADELPHIA DRIVE", "city": "CHICO", "state": "CA", "zip": "95973", "phone": "9168980300"}, "mail-address": {"street1": "TRI COUNTIES BANK ADMINISTRATION", "street2": "40 PHILADELPHIA DRIVE", "city": "CHICO", "state": "CA", "zip": "95973"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended March 31, 2000                 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.)

                 63  Constitution  Drive,  Chico,  California  95973 (Address of
               principal executive offices) (Zip code)

Registrant's telephone number, including area code                 530/898-0300

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes   X      No
                                   -----       -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of May 5, 2000:  7,181,350
TRICO BANCSHARES
                                          CONDENSED CONSOLIDATED BALANCE SHEETS
                                                       (unaudited)
                                                     (in thousands)

                                                                                     March 31,            December 31,
                                                                                       2000                   1999
                                                                                 ------------------     ------------------
Assets:
Cash and due from banks                                                            $        40,079        $        52,036
Federal funds sold and repurchase agreements                                                14,900                  8,400
                                                                                 ------------------     ------------------
     Cash and cash equivalents                                                              54,979                 60,436
Securities available-for-sale                                                              225,454                231,708
Loans, net of allowance for loan losses
  of $11,914 and $11,037, respectively                                                     585,810                576,942
Premises and equipment, net                                                                 15,966                 16,043
Other real estate owned                                                                      1,152                    760
Accrued interest receivable                                                                  6,112                  6,076
Other assets                                                                                33,472                 32,831
                                                                                 ------------------     ------------------

     Total assets                                                                  $        922,945        $       924,796
                                                                                 ==================     ==================

Liabilities:
Deposits:
 Noninterest-bearing demand                                                        $       144,072         $      155,937
 Interest-bearing demand                                                                   150,708                143,923
 Savings                                                                                   222,451                222,615
 Time certificates                                                                         266,109                271,635
                                                                                 ------------------     ------------------
     Total deposits                                                                        783,340                794,110
Federal funds purchased                                                                      4,700                      0
Accrued interest payable and other liabilities                                              14,092                 12,058
Long term borrowings                                                                        45,500                 45,505
                                                                                 ------------------     ------------------

     Total liabilities                                                                     847,632                851,673

Shareholders' equity:
Common stock                                                                                50,229                 50,043
Retained earnings                                                                           31,149                 28,613
Accumulated other comprehensive loss                                                        (6,065)                (5,533)
                                                                                 ------------------     ------------------

     Total shareholders' equity                                                             75,313                 73,123
                                                                                 ------------------     ------------------

     Total liabilities and shareholders' equity                                    $       922,945        $       924,796
                                                                                 ==================     ==================
TRICO BANCSHARES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)
                 (in thousands except earnings per common share)

                                               For the three months
                                                  ended March 31,
                                            2000                    1999
Interest income:
  Interest and fees on loans           $      14,063           $      12,384
  Interest on investment
   securities-taxable                          3,080                   3,405
  Interest on investment
   securities-tax exempt                         558                     548
  Interest on federal funds sold                 193                       8
                                       --------------          --------------
     Total interest income                    17,894                  16,345
                                       --------------          --------------

Interest expense:
  Interest on deposits                         5,769                   5,109
  Interest on federal funds purchased              9                     201
  Interest on repurchase agreements                1                       7
  Interest on other borrowings                   629                     521
                                       --------------          --------------
     Total interest expense                    6,408                   5,838
                                       --------------          --------------

     Net interest income                      11,486                  10,507

Provision for loan losses                        800                     840
                                       --------------          --------------
    Net interest income after
     provision for loan losses                10,686                   9,667

Noninterest income:
  Service charges and fees                     1,807                   1,707
  Other income                                 2,819                   1,255
                                       --------------          --------------
     Total noninterest income                  4,626                   2,962
                                       --------------          --------------

Noninterest expenses:
  Salaries and related expenses                4,834                   4,433
  Other, net                                   4,190                   4,053
                                       --------------          --------------
     Total noninterest expenses                9,024                   8,486
                                       --------------          --------------

Net income before income taxes                 6,288                   4,143

  Income taxes                                 2,360                   1,509
                                       --------------          --------------

     Net income                        $       3,928           $       2,634
                                       ==============          ==============

Basic earnings per common share        $        0.55           $        0.37
                                       ==============          ==============
Diluted earnings per common share      $        0.54           $        0.36
                                       ==============          ==============
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                         CHANGES IN SHAREHOLDERS' EQUITY
                                   (unaudited)
                     (in thousands, except number of shares)

                                                  Common stock                        Accumulated
                                             ------------------------                    Other
                                               Number                   Retained     Comprehensive                 Comprehensive
                                              of shares     Amount      earnings         Loss           Total         Income
                                             -------------------------------------------------------------------------------------
Balance, December 31, 1999                     7,152,329     $50,043      $28,613           ($5,533)    $73,123
Exercise of Common Stock options,
  net of tax                                      32,750         171                                        171
Repurchase of Common Stock                        (3,729)        (26)         (29)                          (55)
Common stock cash dividends                                                (1,363)                       (1,363)
Stock option amortization                                         41                                         41
Comprehensive income:
 Net income                                                                 3,928                         3,928            $3,928
 Other comprehensive loss:
   Change in unrealized loss
    on securities, net of tax                                                                  (532)       (532)             (532)
                                                                                                                  ----------------
Comprehensive income                                                                                                       $3,396
                                             -------------------------------------------------------------------------------------
Balance, March 31, 2000                        7,181,350     $50,229      $31,149           ($6,065)    $75,313
                                             -------------------------------------------------------------------
TRICO BANCSHARES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (in thousands)
                                                                      For the three months
                                                                         ended March 31,
                                                                     2000              1999
                                                                 --------------    --------------
Operating activities:
  Net income                                                            $3,928            $2,634
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                            800               840
      Depreciation and amortization                                        638               647
      Amortization of intangible assets                                    241               284
      Accretion and amortization of investment
           securities discounts and premiums, net                           73               181
      Deferred income taxes                                              1,901               (80)
      Investment security gains, net                                         -                (9)
      Gain on sale of OREO                                                 (29)              (14)
     Gain on sale of loans                                                (358)             (358)
      (Gain) loss on sale of fixed assets                                   23                (7)
      Amortization of stock options                                         41                41
      Decrease (increase) in interest receivable                           (36)              481
      Increase (decrease) in interest payable                              193               (67)
      Decrease in other assets and liabilities                          (2,053)            3,025
                                                                 --------------    --------------
        Net cash provided by operating activities                        5,362             7,598
                                                                 --------------    --------------
Investing activities:
  Proceeds from maturities of securities available-for-sale             14,673            34,883
  Proceeds from sales of securities available-for-sale                       -             9,187
  Purchases of securities available-for-sale                            (7,990)          (28,018)
  Proceeds from sale of fixed asset                                         21                27
  Net increase in loans                                                 (9,799)          (16,000)
  Purchases of premises and equipment                                     (528)             (406)
  Proceeds from sale of OREO                                               126               185
                                                                 --------------    --------------
        Net cash used by investing activities                           (3,497)             (142)
                                                                 --------------    --------------
Financing activities:
  Net decrease in deposits                                             (10,770)          (14,877)
  Net increase (decrease) in Fed funds purchased                         4,700            (4,600)
  Borrowings under long-term debt agreements                                 -             1,000
  Payments of principal on long-term debt agreements                        (5)           (3,404)
  Repurchase of common stock                                               (55)              (49)
  Cash dividends                                                        (1,363)           (1,139)
  Exercise of common stock options                                         171               365
                                                                 --------------    --------------
        Net cash used by financing activities                           (7,322)          (22,704)
                                                                 --------------    --------------
        (Decrease) in cash and cash equivalents                         (5,457)          (15,248)
Cash and cash equivalents at beginning of period                        60,436            50,483
                                                                 --------------    --------------
Cash and cash equivalents at end of period                             $54,979           $35,235
                                                                 --------------    --------------
Supplemental information
  Cash paid for taxes                                                     $275               $50
  Cash paid for interest expense                                        $6,215            $5,905
Item 1.  Notes to Condensed Consolidated Financial Statements

Note A - Basis of Presentation

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

The interim  results for the three  months ended March 31, 2000 and 1999 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, 1999.

Note B - Comprehensive Income

For the  Company,  comprehensive  income  includes  net income  reported  on the
statement  of income and  changes  in the fair  value of its  available-for-sale
investments reported as other comprehensive income. The following table presents
net  income  adjusted  by the  change  in  unrealized  gains  or  losses  on the
available-for-sale  investments  as a  component  of  comprehensive  income  (in
thousands).

                                                  Three months ended
                                                       March 31,
                                                   2000          1999
Net income                                       $ 3,928        $ 2,634

Net change in unrealized gains
  (losses) on securities available-for-sale,
  net of tax                                        (532)          (777)

Comprehensive income                             $ 3,396        $ 1,857
Note C - Earnings per Share

The Company's basic and diluted  earnings per share are as follows (in thousands
 except per share data):
                        Three Months Ended March 31, 2000
                                                         Weighted
                                                          Average   Per-Share
                                                Income    Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders   $3,928    7,171,612    $0.55
Common stock options outstanding                    --      157,466
Diluted Earnings per Share
  Net income available to common shareholders   $3,928    7,329,078    $0.54
                                                ======    =========

                        Three Months Ended March 31, 1999
                                                         Weighted
                                                          Average   Per-Share
                                                Income    Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders   $2,634    7,105,437    $0.37
Common stock options outstanding                     --     191,889
Diluted Earnings per Share
  Net income available to common shareholders   $2,634    7,297,326    $0.36
                                                ======    =========
Note D - Business Segments

The Company is principally  engaged in traditional  community banking activities
provided  through its twenty-nine  branches and eight in-store  branches located
throughout Northern California.  Community banking activities include the Bank's
commercial and retail  lending,  deposit  gathering and investment and liquidity
management  activities.  In addition to its community banking services, the Bank
offers investment  brokerage and leasing services.  The Company held investments
in real estate  through its  wholly-owned  subsidiary,  TCB Real Estate.  During
1998, TCB Real Estate divested all investment properties, and in April 1999, TCB
Real Estate was dissolved.  These activities were monitored and reported by Bank
management as separate operating segments.

As permitted under the Statement, the results of the separate branches have been
aggregated into a single reportable  segment,  Community Banking.  The Company's
leasing,  investment  brokerage  and  real  estate  segments  do  not  meet  the
prescribed  aggregation  or  materiality  criteria and therefore are reported as
"Other" in the following table.

Summarized financial information concerning the Bank's reportable segments is as
follows (in thousands):
                                        Community
                                         Banking          Other         Total
Three Months Ended March 31, 2000
Net interest income                     $  11,306      $    180      $  11,486
Noninterest income                          3,926           700          4,626
Noninterest expense                         8,599           425          9,024
Net income                                  3,678           250          3,928
Assets                                   $912,003       $10,942       $922,945

Three Months Ended March 31, 1999
Net interest income                     $  10,490     $      17      $  10,507
Noninterest income                          2,353           609          2,962
Noninterest expense                         8,184           302          8,486
Net income                                  2,430           204          2,634
Assets                                   $873,408       $11,564       $884,972

Note E - Other Income

Included in the results for the three months ended March 31, 2000 was a one-time
pre-tax  income item of  $1,510,000.  This one-time item  represents the initial
value of 88,796 common shares of John Hancock  Financial  Services,  Inc.  (JHF)
which the Bank received as a consequence  of its ownership of certain  insurance
policies  through John Hancock Mutual Life Insurance  Company and John Hancock's
conversion from a mutual company to a stock company.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

Overview

The Company had  quarterly  earnings of  $3,928,000  for the three  months ended
March 31, 2000.  The quarterly  earnings  represented a 49.1%  increase over the
$2,634,000  reported for the three months ended March 31, 1999. Diluted earnings
per share were $0.54 versus $0.36.  Included in the results for the three months
ended March 31, 2000 was a one-time  pre-tax  income  item of  $1,510,000.  This
one-time  item  represents  the initial  value of 88,796  common  shares of John
Hancock Financial Services,  Inc. (JHF) which the Bank received as a consequence
of its ownership of certain insurance  policies through John Hancock Mutual Life
Insurance Company and John Hancock's conversion from a mutual company to a stock
company.  Excluding  the  receipt  of the JHF  shares,  net income for the three
months ended March 31, 2000 would have been $3,039,000 and diluted  earnings per
share  would  have  been  $0.42,  and  would  have  represented  15.4% and 16.7%
increases over the same period in the prior year, respectively.

Factors  contributing to the improved  operating results included growth in loan
balances  that  was  funded  mainly  by  runoff  of  lower  yielding  investment
securities,  and a five percent  increase in  noninterest  income  excluding the
one-time  income event noted above.  Improvements  in these areas were offset in
part by a six percent increase in noninterest expenses.

First  quarter 2000 pretax  earnings  increased  $2,145,000 to  $6,288,000.  Net
interest income  reflected  growth of 9.3% to  $11,486,000.  The interest income
component was up $1,589,000  (9.5%) due to higher quarter over quarter volume of
loans and a 57 basis point increase in the average yield on earning assets.  The
average  balance of loans was up $52,498,000  (9.8%) to  $586,659,000  while the
average  balance of securities was down  $47,753,000  (17.5%) to $225,875,000 in
2000. The average yield on loans was up 32 basis points to 9.59% and the average
yield on securities was up 75 basis points to 6.95% in 2000. The average balance
of interest earning assets increased  $17,674,000 (2.2%) to $826,197,000 and the
average yield on interest earning assets increased to 8.80% in the first quarter
of 2000 versus 8.23% in the first quarter of 1999.  Interest  expense  increased
$570,000  (9.8%) which was due to a 25 basis point  increase in the average rate
paid on interest bearing liabilities to 3.74% and a 2.5% increase in the average
volume of interest  bearing  liabilities to  $686,088,000  in 2000. Net interest
margin was 5.70% for the first  quarter of 2000 versus 5.34% in the same quarter
of the prior year.

Provision  for loan  losses for the first  quarter of 2000 was  $800,000  versus
$840,000 in the same  quarter in 1999.  The Company had net loan  recoveries  of
$77,000 in the first quarter of 2000 compared to $60,000 of net loan charge-offs
in the same period of 1999.

Noninterest income in the first quarter of 2000 was $4,626,000 versus $2,962,000
in the same period of 1999.  As  described  above,  the 2000  results  include a
one-time  pre-tax  income item of  $1,510,000  from the receipt of common stock.
Excluding this one-time event,  noninterest income would have increased $154,000
(5.2%)  to  $3,116,000.  Service  charges  and fees were up  $100,000  (5.9%) to
$1,807,000  over  the  year  ago  period.  Commission  income  from  the sale of
insurance  and  investment  products was  $680,000 in the first  quarter of 2000
versus $535,000 in 1999. For the three months ended March 31, 2000, gain on sale
of loans was $75,000 compared to $358,000 in the first three months of 1999.

Noninterest expense increased $538,000 (6.3%) to $9,024,000 in the first quarter
2000 versus 1999.  Salary and benefit  expense  increased  $401,000  (9.1%) on a
quarter over quarter basis to $4,834,000. The salary expense was higher due to a
2.7%  increase in average  full-time  equivalent  employees  to 383,  and annual
salary  increases.  Other  noninterest  expenses  increased  $137,000  (3.4%) to
$4,190,000  in  the  first  quarter  of  2000.  Assets  of the  Company  totaled
$922,945,000  at March 31, 2000 which was a decrease of $1,851,000 from December
31, 1999  balances  and an increase  of  $37,973,000  from March 31, 1999 ending
balances.

For the first quarter of 2000 the Company had an annualized  return on assets of
1.73%  and a return  on  equity  of  21.26%  versus  1.19%  and  14.37% in 1999.
Excluding the one-time  income event that occurred in the first quarter of 2000,
the Company would have had an annualized  return on assets of 1.34% and a return
on equity of 16.45%.  TriCo  Bancshares  ended the quarter with a Tier 1 capital
ratio of 10.8% and a total risk-based capital ratio of 12.1%.

The  following  table  provides  a summary of the major  elements  of income and
expense for the first quarter of 2000 compared with the first quarter of 1999.
TRICO BANCSHARES
                                       CONDENSED COMPARATIVE
                                          INCOME STATEMENT
                          (in thousands, except earnings per common share)

                                                      Three months                     Percentage
                                                     ended March 31,                     Change
                                               2000                   1999
Interest income                            $      18,181          $      16,630                 9.3%
Interest expense                                   6,408                  5,838                 9.8%
                                           --------------         --------------

Net interest income                               11,773                 10,792                 9.1%

Provision for loan losses                            800                    840                (4.8%)
                                           --------------         --------------

Net interest income after                         10,973                  9,952                10.3%
  provision for loan losses

Noninterest income                                 4,626                  2,962                56.2%
Noninterest expenses                               9,024                  8,486                 6.3%
                                           --------------         --------------

Net income before income taxes                     6,575                  4,428                48.5%
Income taxes                                       2,360                  1,509                56.4%
Tax equivalent adjustment1                           287                    285                 0.7%
                                           --------------         --------------

Net income                                 $       3,928          $       2,634                49.1%
                                           ==============         ==============

Diluted earnings per common share                 $ 0.54                 $ 0.36                50.0%

1 Interest on tax-free  securities is reported on a tax equivalent basis of 1.52
  for March 31, 2000 and 1999.
Net Interest Income / Net Interest Margin

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

For the three months ended March 31, 2000, interest income increased  $1,551,000
or 9.3% over the same  period in 1999.  The  average  balance  of total  earning
assets  was  higher by  $17,674,000  (2.2%).  The  average  balance of loans and
Federal  Funds sold  outstanding  increased  $52,498,000  (9.8%) and  12,929,000
(176%),  respectively,  while investment  security  average  balances  decreased
$47,753,000  (17.5%).  The loan and federal funds volume increases accounted for
additional interest income of $1,217,000 and $141,000, respectively,  during the
first  quarter of 2000  versus the year  earlier  period.  The  decrease  in the
average  balance of  investment  securities  resulted in a reduction in interest
income of  $740,000.  The average  yields on loans,  investment  securities  and
Federal Funds sold were higher by 32, 75 and 129 basis points, respectively, and
increased  interest income for the quarter by $933,000 over the first quarter of
1999. The overall yield on earning assets increased 57 basis points to 8.80%.

For the first quarter of 2000,  interest  expense  increased by $570,000 or 9.8%
over  the year  earlier  period.  Average  balances  of  demand  deposits,  time
deposits,  and long-term debt increased  $1,932,000 (1.3%),  $24,074,000 (9.8%),
and $7,741,00  (20.5%),  respectively.  The average balances of savings deposits
and short-term borrowings were lower by $596,000 (0.2%) and $16,172,000 (96.1%),
respectively,  during the first quarter of 2000 versus the year earlier  period.
For the first quarter of 2000,  the average  balance of total  interest  bearing
liabilities increased $16,979,000 (2.5%) over the year earlier period increasing
interest  expense by $192,000.  The overall average rate on earning  liabilities
increased  by 25 basis  points to  3.74%,  and  increased  interest  expense  by
$378,000.

The net effect of the  increases  in  interest  income and expense for the first
quarter of 2000 versus  1999  resulted in an increase of $981,000 or 9.1% in net
interest income. Net interest margin was up 36 basis points from 5.34% to 5.70%.
The average balance of noninterest bearing deposits was $3,757,000 (2.8%) higher
in the first quarter of 2000 versus the first quarter of 1999.

The following  two tables  provide  summaries of the  components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter ended March 31, 2000 versus the same period in 1999.
TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                    Three Months Ended
                                              March 31, 2000                                   March 31, 1999
                                              --------------                                   --------------

                                Average          Income/        Yield/           Average         Income/         Yield/
                                Balance1         Expense        Rate             Balance1        Expense         Rate
Assets
Earning assets
  Loan 2,3                         $ 586,659        $ 14,063         9.59%          $ 534,161        $ 12,384         9.27%
  Securities                         225,875           3,925         6.95%            273,628           4,238         6.20%
  Federal funds sold                  13,663             193         5.65%                734               8         4.36%
                                -------------    ------------   -----------      -------------   -------------   -----------
    Total earning assets             826,197          18,181         8.80%            808,523          16,630         8.23%
                                                 ------------                                    -------------
Cash and due from bank                37,362                                           35,592
Premises and equipment                16,025                                           16,107
Other assets,net                      40,927                                           35,301
Less:  allowance
  for loan losses                    (11,404)                                          (8,471)
                                -------------                                    -------------
      Total                        $ 909,107                                        $ 887,052
                                =============                                    =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 147,239             578         1.57%          $ 145,307             564         1.55%
  Savings deposits                   223,905           1,695         3.03%            224,501           1,679         2.99%
  Time deposits                      268,779           3,496         5.20%            244,705           2,866         4.68%
Fed funds purchased                      584               9         6.16%             16,280             201         4.94%
Repurchase agreements                     79               1         5.06%                555               7         5.05%
Long-term debt                        45,502             629         5.53%             37,761             521         5.52%
                                -------------    ------------   -----------      -------------   -------------   -----------
   Total interest-bearing
      liabilities                    686,088           6,408         3.74%            669,109           5,838         3.49%
                                                 ------------                                    -------------
Noninterest-bearing deposits         136,115                                          132,358
Other liabilities                     12,994                                           12,242
Shareholders' equity                  73,910                                           73,343
                                -------------                                    -------------
    Total liabilities
      and shareholders' equity     $ 909,107                                        $ 887,052
                                =============                                    =============

Net interest rate spread5                                            5.06%                                            4.74%
Net interest income/net                             $ 11,773                                         $ 10,792
                                                 ============                                    =============
  interest margin6                                     5.70%                                            5.34%
                                                 ============                                    =============

1Average  balances  are  computed  principally  on the basis of daily  balances.
2Nonaccrual loans are included. 3Interest income on loans includes fees on loans
of $606,000 in 2000 and  $737,000 in 1999.  4Interest  income is stated on a tax
equivalent  basis of 1.52 at March 31, 2000 and 1999.  5Net interest rate spread
represents the average yield earned on interest-earning assets less
  the average rate paid on interest-bearing liabilities.
6Net  interest  margin is  computed  by dividing  net  interest  income by total
average earning assets.
TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                  (in thousand)

                                           For the three months ended March 31,
                                                      2000 over 1999

                                                                       Yield/
                                            Volume       Rate4         Total
                                           --------     -------      ---------
Increase (decrease) in interest income:
    Loans 1,2                                $1,217       $462         $1,679
    Investment securities3                    (740)        427           (313)
    Federal funds sold                         141          44            185
                                           --------     -------      ---------
      Total                                    618         933          1,551
                                           --------     -------      ---------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                         7           7             14
    Savings deposits                            (4)         20             16
    Time deposits                              282         348            630
    Federal funds purchased                   (194)          2           (192)
    Repurchase agreements                       (6)          -             (6)
    Long-term debt                             107           1            108
                                           --------      ------      ---------
      Total                                    192         378            570
                                           --------      ------      ---------

Increase in net interest income               $426        $555           $981
                                           ========      ======      =========

1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $606,000 in 2000 and
$737,000 in 1999.  3Interest  income is stated on a tax equivalent basis of 1.52
for March 31, 2000 and 1999. 4The rate/volume  variance has been included in the
rate variance.
Provision for Loan Losses

The Bank  provided  $800,000 for loan losses in the first quarter of 2000 versus
$840,000 in the same period of 1999.  The  company  had net loan  recoveries  of
$77,000 in the first quarter of 2000 compared to $60,000 of net loan charge-offs
in the same period of 1999.

Noninterest Income

Noninterest income in the first quarter of 2000 was $4,626,000 versus $2,962,000
in the same period of 1999.  As  described  above,  the 2000  results  include a
one-time  pre-tax  income item of  $1,510,000  from the receipt of common stock.
Excluding this one-time event,  noninterest income would have increased $154,000
(5.2%)  to  $3,116,000.  Service  charges  and fees were up  $100,000  (5.9%) to
$1,807,000  over  the  year  ago  period.  Commission  income  from  the sale of
insurance  and  investment  products was  $680,000 in the first  quarter of 2000
versus $535,000 in 1999. For the three months ended March 31, 2000, gain on sale
of loans were $75,000 compared to $358,000 in the first quarter of 1999.

Noninterest Expense

Noninterest expense increased $538,000 (6.3%) to $9,024,000 in the first quarter
2000  versus the first  quarter of 1999.  Salary and benefit  expense  increased
$401,000  (9.1%) on a quarter  over  quarter  basis to  $4,834,000.  The  salary
expense  was  higher due to a 2.7%  increase  in  average  full-time  equivalent
employees  to 383,  and annual  salary  increases.  Other  noninterest  expenses
increased $137,000 (3.4%) to $4,190,000 in the first quarter of 2000.

Provision for Income Taxes

The  effective  tax rate for the three months ended March 31, 2000 was 37.5% and
reflects an increase from 36.4% in the year earlier period.  The increase in tax
rate is mainly the result of a lower percentage of nontaxable  earnings to total
earnings.
Loans

In the first quarter of 2000,  loan balances  increased  $9,745,000 or 1.7% from
the year end balances.  Both commercial and consumer loans increased while there
was a slight  decrease in real  estate  loans.  At March 31, 2000 loans  totaled
$597,724,000  which was a  $49,173,000  (9.0%)  increase  from the year  earlier
totals.

Securities

At  March  31,  2000,  securities   available-for-sale   had  a  fair  value  of
$225,454,000  and an amortized cost of  $235,178,000.  This portfolio  contained
mortgage-backed  securities  with an  amortized  cost of  $133,240,000  of which
$18,026,000 was CMO's. At March 31, 2000, the Bank had no securities  classified
as held-to-maturity.
Nonperforming Loans

As shown in the following table, total nonperforming assets have increased 49.9%
to $5,159,000 in the first three months of 2000. Non performing assets represent
0.56% of total assets.  Both  nonaccrual  loans and OREO  increased  during this
period.  All nonaccrual loans are considered to be impaired when determining the
valuation  allowance  under SFAS 114.  The Bank  continues  to make a  concerted
effort to work problem and potential problem loans to reduce risk of loss.

                                              March 31,          December 31,
                                                2000                 1999

Nonaccrual loans                               $ 2,759             $ 1,758
Accruing loans past due 90 days or more          1,248                 923
Restructured loans (in compliance with
  modified terms)                                    0                   0
                                              ---------           ---------

     Total nonperforming loans                   4,007               2,681

Other real estate owned                          1,152                 760
                                              ---------           ---------

     Total nonperforming assets                $ 5,159             $ 3,441
                                              =========           =========

Nonperforming loans to total loans               0.67%               0.46%
Allowance for loan losses to
  nonperforming loans                             297%                412%
Nonperforming assets to total assets             0.56%               0.37%
Allowance for loan losses to
  nonperforming assets                            231%                321%
Allowance for Loan Loss

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

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

                                            March 31,     March 31,
                                              1999          2000
                                                (in thousands)

Balance, beginning of period              $   11,037     $   8,206
Provision charged to operations                  800           840
Loans charged off                                (74)         (100)
Recoveries of loans previously
  charged off                                    151            40
                                          ===========    ==========
Balance, end of period                    $   11,914     $   8,986
                                          ===========    ==========

Ending loan portfolio                     $  597,724     $  548,551
                                          ===========    ==========
Allowance to loans as a
  percentage of ending loan portfolio          1.99%         1.64%
                                          ===========    ==========
Equity

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

                                                                                     To Be Well
                                                                                  Capitalized Under
                                                                For Capital       Prompt Corrective
                                         Actual            Adequacy Purposes     Action Provisions
                                     Amount     Ratio        Amount     Ratio      Amount   Ratio
As of March 31, 2000:
Total Capital to Risk Weighted Assets
   Consolidated                      $83,892   12.05%       =>$55,695 =>8.0%     =>$69,619  =>10.0%
   Tri Counties Bank                 $82,618   11.89%       =>$55,602 =>8.0%     =>$69,502  =>10.0%
Tier I Capital to Risk Weighted Assets
   Consolidated                      $75,190   10.80%       =>$27,847 =>4.0%     =>$41,771   =>6.0%
   Tri Counties Bank                 $73,890   10.63%       =>$27,801 =>4.0%     =>$41,701   =>6.0%
Tier I Capital to Average Assets
   Consolidated                      $75,190    8.33%       =>$36,117 =>4.0%     =>$45,146   =>5.0%
   Tri Counties Bank                 $73,890    8.19%       =>$36,071 =>4.0%     =>$45,090   =>5.0%
Year 2000

The Company  previously  recognized the material  nature of the business  issues
surrounding computer processing of dates into and beyond the Year 2000 and began
taking  corrective  action as required  pursuant to the  interagency  statements
issued by the Federal Financial Institutions Examination Council.

Management  believes the Company has  completed  all the  activities  within its
control  to ensure  that the  Company's  systems  are Year 2000  compliant.  The
Company has not experienced and  interruptions  to normal  operations due to the
start  of  the  Year  2000.  The  Company's  Year  2000  readiness   costs  were
approximately  $103,000.  The  Company  does not  currently  expect to apply any
further funds to address the Year 2000 issues.

As of April 20, 2000, the Company has not experienced  any material  disruptions
of  its  internal  computer  systems  or  software   applications  and  has  not
experienced any problems with the computer  systems or software  applications of
its third party  vendors,  suppliers  or service  providers.  The  Company  will
continue to monitor these third parties to determine the impact,  if any, on its
business and the actions it must take, if any, in the event of non-compliance by
any of these third parties. Based upon the Company's assessment of compliance by
third parties,  there appears to be no material  business risk posed by any such
non-compliance.

Although the Company's Year 2000 rollover did not present any material  business
disruption,  there  are some  remaining  Year  2000  related  risks.  Management
believes that  appropriate  actions have been taken to address  these  remaining
Year 2000 issues and  contingency  plans are in place to minimize the  financial
impact to the  Company.  Management,  however,  cannot be certain that Year 2000
issues affecting its customers,  suppliers or service  providers will not have a
material adverse impact on the Company.

                         Item 3. MARKET RISK MANAGEMENT

There have not been any significant  changes in the risk  management  profile of
the Bank since December 31, 1999.
PART II

Other Information

 (a)  Item 6.     Exhibits Filed Herewith

Exhibit No.                                           Exhibits

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

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

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

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

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

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

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

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

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

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

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

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

(b) Reports on Form 8-K:

         None
SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                TRICO BANCSHARES

Date           May 5, 2000                 /s/ Richard P. Smith
          ----------------                 -------------------------------------
                                           Richard P. Smith
                                           President and Chief Executive Officer

Date           May 5, 2000                 /s/ Thomas J. Reddish
          ----------------                 -------------------------------------
                                           Thomas J. Reddish
                                           Vice President and CFO