<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, 1999                  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 April 20, 1999:  7,122,747

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


                                                                                     March 31,             December 31,
                                                                                       1999                   1998
                                                                                -------------------     ------------------
<S>                                                                               <C>                     <C> 
Assets:
Cash and due from banks                                                           $         35,235        $        50,483
Securities available-for-sale                                                              262,224                279,676
Loans, net of allowance for loan losses of $8,986 and $8,206, respectively                 539,565                524,227
Premises and equipment, net                                                                 16,133                 16,088
Other real estate owned                                                                      1,016                  1,412
Accrued interest receivable                                                                  5,340                  5,821
Other assets                                                                                25,459                 26,892
                                                                                -------------------     ------------------
     Total assets                                                                  $       884,972        $       904,599
                                                                                ===================     ==================

Liabilities:
Deposits:
 Noninterest-bearing demand                                                        $       136,900        $       148,840
 Interest-bearing demand                                                                   148,802                149,698
 Savings                                                                                   226,315                220,810
 Time certificates                                                                         242,279                249,825
                                                                                -------------------     ------------------
     Total deposits                                                                        754,296                769,173
Federal funds purchased                                                                                            14,000
                                                                                             9,400
Accrued interest payable and other liabilities                                              12,652                 11,473
Long term borrowings                                                                        35,520                 37,924
                                                                                -------------------     ------------------
     Total liabilities                                                                     811,868                832,570

Shareholders' equity:
Common stock                                                                                49,222                 48,838
Retained earnings                                                                           23,725                 22,257
Accumulated other comprehensive income                                                         157                    934
                                                                                -------------------     ------------------
     Total shareholders' equity                                                             73,104                 72,029
                                                                                -------------------     ------------------
     Total liabilities and shareholders' equity                                    $       884,972        $       904,599
                                                                                ===================     ==================
</TABLE>
<PAGE>


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

                                                 For the three months
                                                   ended March 31,
                                             1999                    1998
Interest income:
  Interest and fees on loans             $     12,384            $     11,321
  Interest on investment
   securities-taxable                           3,405                   3,630
  Interest on investment
   securities-tax exempt                          548                     248
  Interest on federal funds sold                    8                      66
                                         -------------           -------------
     Total interest income                     16,345                  15,265
                                         -------------           -------------

Interest expense:
  Interest on deposits                          5,109                   5,712
  Interest on federal funds purchased             201                       4
  Interest on repurchase agreements                 7                      53
  Interest on other borrowings                    521                     169
                                         -------------           -------------
     Total interest expense                     5,838                   5,938
                                         -------------           -------------
     Net interest income                       10,507                   9,327

Provision for loan losses                         840                     825
                                         -------------           -------------
    Net interest income after
     provision for loan losses                  9,667                   8,502

Noninterest income:
  Service charges and fees                      1,707                   1,882
  Other income                                  1,255                   1,124
                                         -------------           -------------
     Total noninterest income                   2,962                   3,006
                                         -------------           -------------
Noninterest expenses:
  Salaries and related expenses                 4,433                   4,187
  Other, net                                    4,053                   4,200
                                         -------------           -------------
     Total noninterest expenses                 8,486                   8,387
                                         -------------           -------------

Net income before income taxes                  4,143                   3,121

  Income taxes                                  1,509                   1,191
                                         -------------           -------------
     Net income                          $      2,634            $      1,930
                                         =============           =============

Basic earnings per common share          $       0.37            $       0.28
                                         =============           =============
Diluted earnings per common share        $       0.36            $       0.27
                                         =============           =============
<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        Income          Total         Income
                                     --------------------------------------------------------------------------------------
<S>                                     <C>            <C>         <C>                  <C>      <C>                <C>
Balance, December 31, 1998              7,050,990      $48,838     $22,257              $934     $72,029
Exercise of Common Stock options           72,550          365                                      $365
Repurchase of Common Stock                 (3,093)         (22)        (27)                         ($49)
Common stock cash dividends                                         (1,139)                      ($1,139)
Stock option amortization                                   41                                       $41
Comprehensive income:
 Net income                                                          2,634                        $2,634            $2,634
 Other comprehensive income:
  Change in unrealized gain
   on securities, net of tax 
   and reclassification adjustment                                                      (777)      ($777)            ($777)
                                                                                                          -----------------
Comprehensive income                                                                                                $1,857
                                     --------------------------------------------------------------------------------------
Balance, March 31, 1999                 7,120,447      $49,222     $23,725              $157     $73,104
                                     ---------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                        TRICO BANCSHARES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (in thousands)
                                                                        For the three months
                                                                           ended March 31,
                                                                      1999                  1998
                                                                 ----------------      --------------
<S>                                                                      <C>                 <C>   
Operating activities:
  Net income                                                             $2,634              $1,930
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                             840                 825
      Provision for losses on other real estate owned                         -                  38
      Depreciation and amortization                                         647                 628
      Amortization of intangible assets                                     284                 335
      Accretion and amortization of investment
           securities discounts and premiums, net                           181                (162)
      Deferred income taxes                                                 (80)                (36)
      Investment security gains, net                                         (9)                (80)
      Gain on sale of OREO                                                  (14)                (25)
      Gain on sale of loans                                                (358)               (215)
      (Gain) loss on sale of fixed assets                                    (7)                 38
      Amortization of stock options                                          41                  41
      Decrease in interest receivable                                       481                 205
      Increase (decrease) in interest payable                               (67)                 54
      Decrease in other assets and liabilities                            3,025               2,274
                                                                 ----------------      --------------
        Net cash provided by operating activities                         7,598               5,850
                                                                 ----------------      --------------
Investing activities:
  Proceeds from maturities of securities held-to-maturity                     -               4,191
  Proceeds from maturities of securities available-for-sale              34,883              53,091
  Proceeds from sales of securities available-for-sale                    9,187              15,079
  Purchases of securities available-for-sale                            (28,018)            (80,298)
  Proceeds from sale of fixed asset                                          27                 173
  Net increase in loans                                                 (16,000)            (18,049)
  Purchases of premises and equipment                                      (406)               (982)
  Proceeds from sale of OREO                                                185                 882
  Purchases and additions to real estate properties                           -                 (21)
                                                                 ----------------      --------------
        Net cash used by investing activities
                                                                           (142)            (25,934)
                                                                 ----------------      --------------
Financing activities:
  Net increase (decrease) in deposits                                   (14,877)              4,911
  Net increase (decrease) in Fed funds purchased                         (4,600)            (15,300)
  Net increase (decrease) in repurchase agreements                            -               3,300
  Borrowings under long-term debt agreements                              1,000                   -
  Payments of principal on long-term debt agreements                     (3,404)                 (4)
  Repurchase of common stock                                                (49)                  -
  Cash dividends                                                         (1,139)               (746)
  Exercise of common stock options                                          365                  19
                                                                 ----------------      --------------
        Net cash used by financing activities                           (22,704)             (7,820)
                                                                 ----------------      --------------
        Increase (decrease) in cash and cash equivalents                (15,248)            (27,904)
Cash and cash equivalents at beginning of period                         50,483              63,476
                                                                 ----------------      --------------
Cash and cash equivalents at end of period                              $35,235             $35,572
                                                                 ----------------      --------------
Supplemental information
  Cash paid for taxes                                                       $50                $280
  Cash paid for interest expense                                         $5,905              $5,884
</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, 1999 and 1998 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, 1998.


Note B - Earnings per Share

On October 30, 1998, the Company effected a 3-for-2 stock split for shareholders
of record on October 9, 1998. Basic and diluted earnings per share retroactively
restated to reflect  this stock split are as follows  (in  thousands  except per
share data):

                                               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
                                               =======     =========


                                               Three Months Ended March 31, 1998
                                                          Weighted
                                                           Average    Per-Share
                                                Income     Shares      Amount
Basic Earnings per Share
  Net income available to common shareholders  $ 1,930     6,988,544    $ 0.28
Common stock options outstanding                    --       288,943
Diluted Earnings per Share
  Net income available to common shareholders  $ 1,930     7,277,487    $ 0.27
                                               =======     =========

<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 record  quarterly  earnings of  $2,634,000  for the three months
ended March 31, 1999. The quarterly  earnings  represented a 36.5% increase over
the  $1,930,000  reported for the three  months  ended March 31,  1998.  Diluted
earnings per share were $0.36 versus $0.27.

First  quarter 1999 pretax  earnings  increased  $1,022,000 to  $4,143,000.  Net
interest income  reflected  growth of 12.7% to $10,507,000.  The interest income
component was up $1,080,000  (7.1%) due to higher quarter over quarter volume of
both loans and  securities.  The  average  balance  of loans was up  $80,629,000
(17.8%)  to  $534,161,000  while  the  average  balance  of  securities  was  up
$6,449,000  (2.4%) to  $273,628,000 in 1999. The average yield on loans was down
71 basis points to 9.27% while the average yield on  securities  was up 20 basis
points  to 6.20%  in 1999.  The  average  balance  of  interest  earning  assets
increased  $83,355,000  (11.5%)  to  $808,523,000  while  the  average  yield on
interest  earning assets  decreased to 8.23% in the first quarter of 1999 versus
8.49% in the first quarter of 1998.  Interest expense decreased  $100,000 (1.7%)
which was due to a 35 basis point  decrease in the average rate paid on interest
bearing  liabilities  to 3.49%  offset  by an 8.3%  increase  in the  volume  of
interest  bearing  liabilities to  $669,109,000 in 1999. Net interest margin was
5.34% for the first quarter of 1999 versus 5.22% in the prior year.

Provision  for loan  losses for the first  quarter of 1999 was  $840,000  versus
$825,000 in the same quarter in 1998.  Net loan charge offs in the first quarter
of 1999 were $60,000 compared to $500,000 in the same period of 1998.

Noninterest income in the first quarter of 1999 was $2,962,000 versus $3,006,000
in the same period of 1998.  The 1998  results  included  $129,000 of fee income
related  to the  Bank's  credit  card  portfolio,  which  was sold in May  1998.
Commission income from the sale of investment products was $520,000 in the first
quarter of 1999 versus  $458,000 in 1998.  For the three  months ended March 31,
1999,  gain  on  sale  of  loans  and  investments  were  $358,000  and  $9,000,
respectively, compared to $215,000 and $80,000, respectively, in 1998. Excluding
credit card fee income,  investment commission income, and gain on sale of loans
and investments, noninterest income decreased $49,000 to $2,075,000 in the first
quarter of 1999.  Most of this  decrease was due to the  elimination  of certain
deposit  products,  which also  resulted  in  offsetting  reductions  in related
noninterest expenses.

Noninterest  expense increased $99,000 (1.2%) to $8,486,000 in the first quarter
1999 versus 1998.  Salary and benefit  expense  increased  $246,000  (5.9%) on a
quarter over quarter basis to  $4,433,000.  The salary expense was higher due to
increased  commissions  paid on loan and  investment  sales  and  normal  salary
progression.  Other noninterest expenses decreased $147,000 (3.5%) to $4,053,000
in the first  quarter of 1999. A recovery of $8,000 of expenses  related to loan
collections and other real estate owned in the first quarter of 1999 compared to
expenses of $130,000 in the same period of 1998  accounted  for  $138,000 of the
decrease in other noninterest expenses.

Assets  of the  Company  totaled  $884,972,000  at March  31,  1999  which was a
decrease of  $19,627,000  from  December  31, 1998  balances  and a  $62,550,000
increase from March 31, 1998 ending balances.

For the first quarter of 1999 the Company had an annualized  return on assets of
1.19% and a return on equity of 14.37%  versus  0.96% and 11.66% in 1998.  TriCo
Bancshares  ended the quarter  with a Tier 1 capital  ratio of 10.7% and a total
risk-based capital ratio of 12.0%.

The  following  table  provides  a summary of the major  elements  of income and
expense for the first quarter of 1999 compared with the first quarter of 1998.
<PAGE>
                                TRICO BANCSHARES
                              CONDENSED COMPARATIVE
                                INCOME STATEMENT
                (in thousands, except earnings per common share)

                                           Three months
                                          ended March 31,           Percentage
                                      1999              1998          Change
                                       (in thousands, except         increase
                                        earnings per share)         (decrease)

Interest income                 $      16,630    $      15,394          8.0%
Interest expense                        5,838            5,938         -1.7%
                                --------------   --------------
Net interest income                    10,792            9,456         14.1%
Provision for loan losses                 840              825          1.8%
                                --------------   --------------
Net interest income after
  provision for loan losses             9,952            8,631         15.3%

Noninterest income                      2,962            3,006         -1.5%
Noninterest expenses                    8,486            8,387          1.2%
                                --------------   --------------
Net income before income taxes          4,428            3,250         36.2%
Income taxes                            1,509            1,191         26.7%
Tax equivalent adjustment1                285              129        121.0%
                                --------------   --------------
Net income                      $       2,634    $        1,930         36.5%
                                ==============   ==============

Diluted earnings per common share2      $0.36             $0.27         33.3%
                                                    
1 Interest on tax-free  securities is reported on a tax equivalent basis of 1.52
  for March 31, 1999 and 1998.
2 Calculated  and restated to reflect the Company's  3-for-2  common stock split
  effected October 30, 1998.

<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, 1999, interest income increased  $1,236,000
or 8.0% over the same  period in 1998.  The  average  balance  of total  earning
assets was  higher by  $83,355,000  (11.5%).  The  average  balance of loans and
securities  outstanding  increased  $80,629,000  (17.8%) and $6,449,000  (2.4%),
respectively,  while Federal Funds sold decreased  $3,723,000 (83.5%).  The loan
and securities  volume  increases  accounted for additional  interest  income of
$2,013,000  and $97,000,  respectively.  The decrease in the average  balance of
Federal  Funds sold resulted in a reduction in interest  income of $55,000.  The
average  yields on loans and  Federal  Funds sold were lower by 71 and 156 basis
points,  respectively,  and reduced interest income for the quarter by $953,000.
The  average  yield on  securities  was  higher  by 20 basis  points  increasing
interest income for the quarter by $134,000. The overall yield on earning assets
fell 26 basis points to 8.23%.

For the first quarter of 1999,  interest  expense  decreased by $100,000 or 1.7%
over the year  earlier  period.  Average  balances of demand  deposits,  savings
deposits,  and borrowings increased  $11,697,000 (8.8%),  $7,317,000 (3.4%), and
$39,201,00  (254.6%)  respectively.  The average  balance of time  deposits  was
$7,098,000 (2.8%) lower during the first quarter of 1999 versus the year earlier
period.  For the first quarter of 1999,  the average  balance of total  interest
bearing  liabilities  increased  $51,117,000 (8.3%) over the year earlier period
increasing  interest  expense by $645,000.  The overall  average rate on earning
liabilities  fell 35 basis  points to 3.49%,  and  reduced  interest  expense by
$745,000.

The  combined  effect of the  increase  in interest  income and the  decrease in
interest  expense  for the first  quarter of 1999  versus  1998  resulted  in an
increase of $1,336,000 or 14.1% in net interest income.  Net interest margin was
up 12 basis  points  from 5.22% to 5.34%.  The  average  balance of  noninterest
bearing  deposits was  $22,777,000  (20.8%)  higher in the first quarter of 1999
versus the first quarter of 1998.

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, 1999 versus the same period in 1998.

<PAGE>
<TABLE>
<CAPTION>

                                TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
                                                                    Three Months Ended
                                              March 31, 1999                                   March 31, 1998
                                              --------------                                   --------------

                                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                         $ 534,161       $  12,384         9.27%          $ 453,532      $  11,321          9.98%
  Securities                         273,628           4,238         6.20%            267,179          4,007          6.00%
  Federal funds sold                     734               8         4.36%              4,457             66          5.92%
                                -------------   -------------   -----------      -------------   ------------    -----------
    Total earning assets             808,523          16,630         8.23%            725,168         15,394          8.49%
                                                -------------                                    ------------
Cash and due from bank                35,592                                           32,670
Premises and equipment                16,107                                           18,985
Other assets,net                      35,301                                           34,419
Less:  allowance
  for loan losses                     (8,471)                                          (6,621)
                                -------------                                    -------------
      Total                        $ 887,052                                        $ 804,621
                                =============                                    =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 145,307             564         1.55%          $ 133,610            748          2.24%
  Savings deposits                   224,501           1,679         2.99%            217,184          1,648          3.04%
  Time deposits                      244,705           2,866         4.68%            251,803          3,316          5.27%
Fed funds purchased                   16,280             201         4.94%                235              4          6.81%
Repurchase agreements                    555               7         5.05%              3,722             53          5.70%
Long-term debt                        37,761             521         5.52%             11,438            169          5.91%
                                -------------   -------------   -----------      -------------   ------------    -----------
   Total interest-bearing
      liabilities                    669,109           5,838         3.49%            617,992          5,938          3.84%
                                                -------------                                    ------------
Noninterest-bearing deposits         132,358                                          109,581
Other liabilities                     12,242                                           10,845
Shareholders' equity                  73,343                                           66,203
                                -------------                                    -------------
    Total liabilities
      and shareholders' equity     $ 887,052                                        $ 804,621
                                =============                                    =============

Net interest rate spread5                                            4.74%                                            4.65%
Net interest income/net                            $  10,792                                        $  9,456
                                                =============                                    ============
  interest margin6                                     5.34%                                           5.22%
                                                =============                                    ============


1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $737,000 in 1999 and $627,000 in 1998.
4Interest income is stated on a tax equivalent basis of 1.52 at March 31, 1999 and 1998.
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,
                                                  1999 over 1998

                                                                Yield/
                                          Volume     Rate4       Total
                                         --------   -------    --------
Increase (decrease) in interest income:
    Loans 1,2                             $2,013     $(950)     $1,063
    Investment securities3                    97       134         231
    Federal funds sold                       (55)       (3)        (58)
                                         --------   -------    --------
      Total                                2,054      (819)      1,236
                                         --------   -------    --------
Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                      65      (249)       (184)
    Savings deposits                          56       (25)         31
    Time deposits                            (93)     (357)       (450)
    Federal funds purchased                  273       (76)        197
    Repurchase agreements                    (45)       (1)        (46)
    Long-term debt                           389       (37)        352
                                         --------   -------    --------
      Total                                  645      (745)       (100)
                                         --------   -------    --------
Increase (decrease) in
  net interest income                      $1,409    $ (74)     $1,336
                                         ========   =======    ========


1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $737,000 in 1999 and
  $627,000 in 1998.
3Interest income is stated on a tax equivalent basis of 1.52 for March 31, 1999
  and 1998.
4The rate/volume variance has been included in the rate variance.
<PAGE>

Provision for Loan Losses

The Bank  provided  $840,000 for loan losses in the first quarter of 1999 versus
$825,000 in 1998.  Net  charge-offs  for all loans in the first  quarter of 1999
totaled $60,000 versus $500,000 in the year earlier period.

Noninterest Income

Noninterest income in the first quarter of 1999 was $2,962,000 versus $3,006,000
in the same period of 1998.  The 1998  results  included  $129,000 of fee income
related  to the  Bank's  credit  card  portfolio,  which  was sold in May  1998.
Commission income from the sale of investment products was $520,000 in the first
quarter of 1999 versus  $458,000 in 1998.  For the three  months ended March 31,
1999,  gain  on  sale  of  loans  and  investments  were  $358,000  and  $9,000,
respectively, compared to $215,000 and $80,000, respectively, in 1998. Excluding
credit card fee income,  investment commission income, and gain on sale of loans
and investments, noninterest income decreased $49,000 to $2,075,000 in the first
quarter of 1999.  Most of this  decrease was due to the  elimination  of certain
deposit  products,  which also  resulted  in  offsetting  reductions  in related
noninterest expenses.

Noninterest Expense

Noninterest  expense increased $99,000 (1.2%) to $8,486,000 in the first quarter
1999 versus 1998.  Salary and benefit  expense  increased  $246,000  (5.9%) on a
quarter over quarter basis to  $4,433,000.  The salary expense was higher due to
increased  commissions  paid on loan and  investment  sales  and  normal  salary
progression.  Other noninterest expenses decreased $147,000 (3.5%) to $4,053,000
in the first  quarter of 1999. A recovery of $8,000 of expenses  related to loan
collections and other real estate owned in the first quarter of 1999 compared to
expenses of $130,000 in the same period of 1998  accounted  for  $138,000 of the
decrease in other noninterest expenses.

Provision for Income Taxes

The  effective  tax rate for the three months ended March 31, 1999 was 36.4% and
reflects a decrease from 38.2% in the year earlier  period.  The decrease in tax
rate is mainly the result of higher nontaxable earnings from municipal bonds.


<PAGE>


Loans

In the first quarter of 1999, loan balances  increased  $16,118,000 or 3.0% from
the year end balances.  Both  commercial and real estate loans  increased  while
there was a slight  decrease in consumer  loans. At March 31, 1999 loans totaled
$548,551,000  which was a  $80,396,000  (17.2%)  increase  from the year earlier
totals.

Securities

At  March  31,  1999,  securities   available-for-sale   had  a  fair  value  of
$262,224,000  and an amortized cost of  $261,976,000.  This portfolio  contained
mortgage-backed  securities  with an  amortized  cost of  $166,281,000  of which
$29,959,000 were CMO's. At March 31, 1999, the Bank had no securities classified
as held-to-maturity.












<PAGE>


Nonperforming Loans

As shown in the following table, total nonperforming assets have decreased 13.7%
to $2,656,000 in the first three months of 1999. Non performing assets represent
only 0.30% of total assets. Both nonaccrual loans and OREO decreased 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,
                                               1999            1998

Nonaccrual loans                           $      989      $    1,045
Accruing loans past due 90 days or more           651             620
Restructured loans (in compliance with
  modified terms)                                   0               0
                                           -----------     -----------
     Total nonperforming loans                  1,640           1,665

Other real estate owned                         1,016           1,412
                                           -----------     -----------
     Total nonperforming assets            $    2,656      $    3,077
                                           ===========     ===========

Nonperforming loans to total loans              0.30%           0.31%
Allowance for loan losses to
  nonperforming loans                            548%            493%
Nonperforming assets to total assets            0.30%           0.34%
Allowance for loan losses to
  nonperforming assets                           338%            267%

<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            1998
                                             (in thousands)

Balance, beginning of period           $     8,206     $     6,459
Provision charged to operations                840             825
Loans charged off                             (100)           (556)
Recoveries of loans previously
  charged off                                   40              56
                                       ============    ============
Balance, end of period                 $     8,986     $     6,784
                                       ============    ============

Ending loan portfolio                  $   548,551     $   468,155
                                       ============    ============
Allowance to loans as a
  percentage of ending loan portfolio        1.64%           1.45%
                                       ============    ============

<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, 1999:
Total Capital
    to Risk Weighted Assets          $73,332   11.96%       =>$49,054 =>8.0%     =>$61,317  =>10.0%
Tier I Capital
    to Risk Weighted Assets          $65,667   10.71%       =>$24,527 =>4.0%     =>$36,791  => 6.0%
</TABLE>



                                   Item 3. MARKET RISK MANAGEMENT

There have not been any significant  changes in the risk  management  profile of
the Bank since December 31, 1998.


<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        April 20, 1999                 /s/ Robert H. Steveson
        ------------------                 -------------------------------------
                                           Robert H. Steveson
                                           President and Chief Executive Officer


Date        April 20, 1999                 /s/ Thomas J. Reddish
        ------------------                 -------------------------------------
                                           Thomas J. Reddish
                                           Vice President and Controller
[{"type": "10-Q", "sequence": "1", "description": "10-Q", "secsgml_size_bytes": 51596}]
{"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": "99598039"}, "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, 1999                  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 April 20, 1999:  7,122,747
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
                                 (in thousands)

                                                                                     March 31,             December 31,
                                                                                       1999                   1998
                                                                                -------------------     ------------------
Assets:
Cash and due from banks                                                           $         35,235        $        50,483
Securities available-for-sale                                                              262,224                279,676
Loans, net of allowance for loan losses of $8,986 and $8,206, respectively                 539,565                524,227
Premises and equipment, net                                                                 16,133                 16,088
Other real estate owned                                                                      1,016                  1,412
Accrued interest receivable                                                                  5,340                  5,821
Other assets                                                                                25,459                 26,892
                                                                                -------------------     ------------------
     Total assets                                                                  $       884,972        $       904,599
                                                                                ===================     ==================

Liabilities:
Deposits:
 Noninterest-bearing demand                                                        $       136,900        $       148,840
 Interest-bearing demand                                                                   148,802                149,698
 Savings                                                                                   226,315                220,810
 Time certificates                                                                         242,279                249,825
                                                                                -------------------     ------------------
     Total deposits                                                                        754,296                769,173
Federal funds purchased                                                                                            14,000
                                                                                             9,400
Accrued interest payable and other liabilities                                              12,652                 11,473
Long term borrowings                                                                        35,520                 37,924
                                                                                -------------------     ------------------
     Total liabilities                                                                     811,868                832,570

Shareholders' equity:
Common stock                                                                                49,222                 48,838
Retained earnings                                                                           23,725                 22,257
Accumulated other comprehensive income                                                         157                    934
                                                                                -------------------     ------------------
     Total shareholders' equity                                                             73,104                 72,029
                                                                                -------------------     ------------------
     Total liabilities and shareholders' equity                                    $       884,972        $       904,599
                                                                                ===================     ==================
TRICO BANCSHARES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)
                 (in thousands except earnings per common share)

                                                 For the three months
                                                   ended March 31,
                                             1999                    1998
Interest income:
  Interest and fees on loans             $     12,384            $     11,321
  Interest on investment
   securities-taxable                           3,405                   3,630
  Interest on investment
   securities-tax exempt                          548                     248
  Interest on federal funds sold                    8                      66
                                         -------------           -------------
     Total interest income                     16,345                  15,265
                                         -------------           -------------

Interest expense:
  Interest on deposits                          5,109                   5,712
  Interest on federal funds purchased             201                       4
  Interest on repurchase agreements                 7                      53
  Interest on other borrowings                    521                     169
                                         -------------           -------------
     Total interest expense                     5,838                   5,938
                                         -------------           -------------
     Net interest income                       10,507                   9,327

Provision for loan losses                         840                     825
                                         -------------           -------------
    Net interest income after
     provision for loan losses                  9,667                   8,502

Noninterest income:
  Service charges and fees                      1,707                   1,882
  Other income                                  1,255                   1,124
                                         -------------           -------------
     Total noninterest income                   2,962                   3,006
                                         -------------           -------------
Noninterest expenses:
  Salaries and related expenses                 4,433                   4,187
  Other, net                                    4,053                   4,200
                                         -------------           -------------
     Total noninterest expenses                 8,486                   8,387
                                         -------------           -------------

Net income before income taxes                  4,143                   3,121

  Income taxes                                  1,509                   1,191
                                         -------------           -------------
     Net income                          $      2,634            $      1,930
                                         =============           =============

Basic earnings per common share          $       0.37            $       0.28
                                         =============           =============
Diluted earnings per common share        $       0.36            $       0.27
                                         =============           =============
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        Income          Total         Income
                                     --------------------------------------------------------------------------------------
Balance, December 31, 1998              7,050,990      $48,838     $22,257              $934     $72,029
Exercise of Common Stock options           72,550          365                                      $365
Repurchase of Common Stock                 (3,093)         (22)        (27)                         ($49)
Common stock cash dividends                                         (1,139)                      ($1,139)
Stock option amortization                                   41                                       $41
Comprehensive income:
 Net income                                                          2,634                        $2,634            $2,634
 Other comprehensive income:
  Change in unrealized gain
   on securities, net of tax 
   and reclassification adjustment                                                      (777)      ($777)            ($777)
                                                                                                          -----------------
Comprehensive income                                                                                                $1,857
                                     --------------------------------------------------------------------------------------
Balance, March 31, 1999                 7,120,447      $49,222     $23,725              $157     $73,104
                                     ---------------------------------------------------------------------
TRICO BANCSHARES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (in thousands)
                                                                        For the three months
                                                                           ended March 31,
                                                                      1999                  1998
                                                                 ----------------      --------------
Operating activities:
  Net income                                                             $2,634              $1,930
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                             840                 825
      Provision for losses on other real estate owned                         -                  38
      Depreciation and amortization                                         647                 628
      Amortization of intangible assets                                     284                 335
      Accretion and amortization of investment
           securities discounts and premiums, net                           181                (162)
      Deferred income taxes                                                 (80)                (36)
      Investment security gains, net                                         (9)                (80)
      Gain on sale of OREO                                                  (14)                (25)
      Gain on sale of loans                                                (358)               (215)
      (Gain) loss on sale of fixed assets                                    (7)                 38
      Amortization of stock options                                          41                  41
      Decrease in interest receivable                                       481                 205
      Increase (decrease) in interest payable                               (67)                 54
      Decrease in other assets and liabilities                            3,025               2,274
                                                                 ----------------      --------------
        Net cash provided by operating activities                         7,598               5,850
                                                                 ----------------      --------------
Investing activities:
  Proceeds from maturities of securities held-to-maturity                     -               4,191
  Proceeds from maturities of securities available-for-sale              34,883              53,091
  Proceeds from sales of securities available-for-sale                    9,187              15,079
  Purchases of securities available-for-sale                            (28,018)            (80,298)
  Proceeds from sale of fixed asset                                          27                 173
  Net increase in loans                                                 (16,000)            (18,049)
  Purchases of premises and equipment                                      (406)               (982)
  Proceeds from sale of OREO                                                185                 882
  Purchases and additions to real estate properties                           -                 (21)
                                                                 ----------------      --------------
        Net cash used by investing activities
                                                                           (142)            (25,934)
                                                                 ----------------      --------------
Financing activities:
  Net increase (decrease) in deposits                                   (14,877)              4,911
  Net increase (decrease) in Fed funds purchased                         (4,600)            (15,300)
  Net increase (decrease) in repurchase agreements                            -               3,300
  Borrowings under long-term debt agreements                              1,000                   -
  Payments of principal on long-term debt agreements                     (3,404)                 (4)
  Repurchase of common stock                                                (49)                  -
  Cash dividends                                                         (1,139)               (746)
  Exercise of common stock options                                          365                  19
                                                                 ----------------      --------------
        Net cash used by financing activities                           (22,704)             (7,820)
                                                                 ----------------      --------------
        Increase (decrease) in cash and cash equivalents                (15,248)            (27,904)
Cash and cash equivalents at beginning of period                         50,483              63,476
                                                                 ----------------      --------------
Cash and cash equivalents at end of period                              $35,235             $35,572
                                                                 ----------------      --------------
Supplemental information
  Cash paid for taxes                                                       $50                $280
  Cash paid for interest expense                                         $5,905              $5,884
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, 1999 and 1998 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, 1998.

Note B - Earnings per Share

On October 30, 1998, the Company effected a 3-for-2 stock split for shareholders
of record on October 9, 1998. Basic and diluted earnings per share retroactively
restated to reflect  this stock split are as follows  (in  thousands  except per
share data):

                                               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
                                               =======     =========

                                               Three Months Ended March 31, 1998
                                                          Weighted
                                                           Average    Per-Share
                                                Income     Shares      Amount
Basic Earnings per Share
  Net income available to common shareholders  $ 1,930     6,988,544    $ 0.28
Common stock options outstanding                    --       288,943
Diluted Earnings per Share
  Net income available to common shareholders  $ 1,930     7,277,487    $ 0.27
                                               =======     =========
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 record  quarterly  earnings of  $2,634,000  for the three months
ended March 31, 1999. The quarterly  earnings  represented a 36.5% increase over
the  $1,930,000  reported for the three  months  ended March 31,  1998.  Diluted
earnings per share were $0.36 versus $0.27.

First  quarter 1999 pretax  earnings  increased  $1,022,000 to  $4,143,000.  Net
interest income  reflected  growth of 12.7% to $10,507,000.  The interest income
component was up $1,080,000  (7.1%) due to higher quarter over quarter volume of
both loans and  securities.  The  average  balance  of loans was up  $80,629,000
(17.8%)  to  $534,161,000  while  the  average  balance  of  securities  was  up
$6,449,000  (2.4%) to  $273,628,000 in 1999. The average yield on loans was down
71 basis points to 9.27% while the average yield on  securities  was up 20 basis
points  to 6.20%  in 1999.  The  average  balance  of  interest  earning  assets
increased  $83,355,000  (11.5%)  to  $808,523,000  while  the  average  yield on
interest  earning assets  decreased to 8.23% in the first quarter of 1999 versus
8.49% in the first quarter of 1998.  Interest expense decreased  $100,000 (1.7%)
which was due to a 35 basis point  decrease in the average rate paid on interest
bearing  liabilities  to 3.49%  offset  by an 8.3%  increase  in the  volume  of
interest  bearing  liabilities to  $669,109,000 in 1999. Net interest margin was
5.34% for the first quarter of 1999 versus 5.22% in the prior year.

Provision  for loan  losses for the first  quarter of 1999 was  $840,000  versus
$825,000 in the same quarter in 1998.  Net loan charge offs in the first quarter
of 1999 were $60,000 compared to $500,000 in the same period of 1998.

Noninterest income in the first quarter of 1999 was $2,962,000 versus $3,006,000
in the same period of 1998.  The 1998  results  included  $129,000 of fee income
related  to the  Bank's  credit  card  portfolio,  which  was sold in May  1998.
Commission income from the sale of investment products was $520,000 in the first
quarter of 1999 versus  $458,000 in 1998.  For the three  months ended March 31,
1999,  gain  on  sale  of  loans  and  investments  were  $358,000  and  $9,000,
respectively, compared to $215,000 and $80,000, respectively, in 1998. Excluding
credit card fee income,  investment commission income, and gain on sale of loans
and investments, noninterest income decreased $49,000 to $2,075,000 in the first
quarter of 1999.  Most of this  decrease was due to the  elimination  of certain
deposit  products,  which also  resulted  in  offsetting  reductions  in related
noninterest expenses.

Noninterest  expense increased $99,000 (1.2%) to $8,486,000 in the first quarter
1999 versus 1998.  Salary and benefit  expense  increased  $246,000  (5.9%) on a
quarter over quarter basis to  $4,433,000.  The salary expense was higher due to
increased  commissions  paid on loan and  investment  sales  and  normal  salary
progression.  Other noninterest expenses decreased $147,000 (3.5%) to $4,053,000
in the first  quarter of 1999. A recovery of $8,000 of expenses  related to loan
collections and other real estate owned in the first quarter of 1999 compared to
expenses of $130,000 in the same period of 1998  accounted  for  $138,000 of the
decrease in other noninterest expenses.

Assets  of the  Company  totaled  $884,972,000  at March  31,  1999  which was a
decrease of  $19,627,000  from  December  31, 1998  balances  and a  $62,550,000
increase from March 31, 1998 ending balances.

For the first quarter of 1999 the Company had an annualized  return on assets of
1.19% and a return on equity of 14.37%  versus  0.96% and 11.66% in 1998.  TriCo
Bancshares  ended the quarter  with a Tier 1 capital  ratio of 10.7% and a total
risk-based capital ratio of 12.0%.

The  following  table  provides  a summary of the major  elements  of income and
expense for the first quarter of 1999 compared with the first quarter of 1998.
TRICO BANCSHARES
                              CONDENSED COMPARATIVE
                                INCOME STATEMENT
                (in thousands, except earnings per common share)

                                           Three months
                                          ended March 31,           Percentage
                                      1999              1998          Change
                                       (in thousands, except         increase
                                        earnings per share)         (decrease)

Interest income                 $      16,630    $      15,394          8.0%
Interest expense                        5,838            5,938         -1.7%
                                --------------   --------------
Net interest income                    10,792            9,456         14.1%
Provision for loan losses                 840              825          1.8%
                                --------------   --------------
Net interest income after
  provision for loan losses             9,952            8,631         15.3%

Noninterest income                      2,962            3,006         -1.5%
Noninterest expenses                    8,486            8,387          1.2%
                                --------------   --------------
Net income before income taxes          4,428            3,250         36.2%
Income taxes                            1,509            1,191         26.7%
Tax equivalent adjustment1                285              129        121.0%
                                --------------   --------------
Net income                      $       2,634    $        1,930         36.5%
                                ==============   ==============

Diluted earnings per common share2      $0.36             $0.27         33.3%
                                                    
1 Interest on tax-free  securities is reported on a tax equivalent basis of 1.52
  for March 31, 1999 and 1998.
2 Calculated  and restated to reflect the Company's  3-for-2  common stock split
  effected October 30, 1998.
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, 1999, interest income increased  $1,236,000
or 8.0% over the same  period in 1998.  The  average  balance  of total  earning
assets was  higher by  $83,355,000  (11.5%).  The  average  balance of loans and
securities  outstanding  increased  $80,629,000  (17.8%) and $6,449,000  (2.4%),
respectively,  while Federal Funds sold decreased  $3,723,000 (83.5%).  The loan
and securities  volume  increases  accounted for additional  interest  income of
$2,013,000  and $97,000,  respectively.  The decrease in the average  balance of
Federal  Funds sold resulted in a reduction in interest  income of $55,000.  The
average  yields on loans and  Federal  Funds sold were lower by 71 and 156 basis
points,  respectively,  and reduced interest income for the quarter by $953,000.
The  average  yield on  securities  was  higher  by 20 basis  points  increasing
interest income for the quarter by $134,000. The overall yield on earning assets
fell 26 basis points to 8.23%.

For the first quarter of 1999,  interest  expense  decreased by $100,000 or 1.7%
over the year  earlier  period.  Average  balances of demand  deposits,  savings
deposits,  and borrowings increased  $11,697,000 (8.8%),  $7,317,000 (3.4%), and
$39,201,00  (254.6%)  respectively.  The average  balance of time  deposits  was
$7,098,000 (2.8%) lower during the first quarter of 1999 versus the year earlier
period.  For the first quarter of 1999,  the average  balance of total  interest
bearing  liabilities  increased  $51,117,000 (8.3%) over the year earlier period
increasing  interest  expense by $645,000.  The overall  average rate on earning
liabilities  fell 35 basis  points to 3.49%,  and  reduced  interest  expense by
$745,000.

The  combined  effect of the  increase  in interest  income and the  decrease in
interest  expense  for the first  quarter of 1999  versus  1998  resulted  in an
increase of $1,336,000 or 14.1% in net interest income.  Net interest margin was
up 12 basis  points  from 5.22% to 5.34%.  The  average  balance of  noninterest
bearing  deposits was  $22,777,000  (20.8%)  higher in the first quarter of 1999
versus the first quarter of 1998.

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, 1999 versus the same period in 1998.
TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
                                                                    Three Months Ended
                                              March 31, 1999                                   March 31, 1998
                                              --------------                                   --------------

                                Average         Income/         Yield/           Average         Income/         Yield/
                                Balance1        Expense         Rate             Balance1        Expense         Rate
Assets
Earning assets
  Loan 2,3                         $ 534,161       $  12,384         9.27%          $ 453,532      $  11,321          9.98%
  Securities                         273,628           4,238         6.20%            267,179          4,007          6.00%
  Federal funds sold                     734               8         4.36%              4,457             66          5.92%
                                -------------   -------------   -----------      -------------   ------------    -----------
    Total earning assets             808,523          16,630         8.23%            725,168         15,394          8.49%
                                                -------------                                    ------------
Cash and due from bank                35,592                                           32,670
Premises and equipment                16,107                                           18,985
Other assets,net                      35,301                                           34,419
Less:  allowance
  for loan losses                     (8,471)                                          (6,621)
                                -------------                                    -------------
      Total                        $ 887,052                                        $ 804,621
                                =============                                    =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 145,307             564         1.55%          $ 133,610            748          2.24%
  Savings deposits                   224,501           1,679         2.99%            217,184          1,648          3.04%
  Time deposits                      244,705           2,866         4.68%            251,803          3,316          5.27%
Fed funds purchased                   16,280             201         4.94%                235              4          6.81%
Repurchase agreements                    555               7         5.05%              3,722             53          5.70%
Long-term debt                        37,761             521         5.52%             11,438            169          5.91%
                                -------------   -------------   -----------      -------------   ------------    -----------
   Total interest-bearing
      liabilities                    669,109           5,838         3.49%            617,992          5,938          3.84%
                                                -------------                                    ------------
Noninterest-bearing deposits         132,358                                          109,581
Other liabilities                     12,242                                           10,845
Shareholders' equity                  73,343                                           66,203
                                -------------                                    -------------
    Total liabilities
      and shareholders' equity     $ 887,052                                        $ 804,621
                                =============                                    =============

Net interest rate spread5                                            4.74%                                            4.65%
Net interest income/net                            $  10,792                                        $  9,456
                                                =============                                    ============
  interest margin6                                     5.34%                                           5.22%
                                                =============                                    ============

1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $737,000 in 1999 and $627,000 in 1998.
4Interest income is stated on a tax equivalent basis of 1.52 at March 31, 1999 and 1998.
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,
                                                  1999 over 1998

                                                                Yield/
                                          Volume     Rate4       Total
                                         --------   -------    --------
Increase (decrease) in interest income:
    Loans 1,2                             $2,013     $(950)     $1,063
    Investment securities3                    97       134         231
    Federal funds sold                       (55)       (3)        (58)
                                         --------   -------    --------
      Total                                2,054      (819)      1,236
                                         --------   -------    --------
Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                      65      (249)       (184)
    Savings deposits                          56       (25)         31
    Time deposits                            (93)     (357)       (450)
    Federal funds purchased                  273       (76)        197
    Repurchase agreements                    (45)       (1)        (46)
    Long-term debt                           389       (37)        352
                                         --------   -------    --------
      Total                                  645      (745)       (100)
                                         --------   -------    --------
Increase (decrease) in
  net interest income                      $1,409    $ (74)     $1,336
                                         ========   =======    ========

1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $737,000 in 1999 and
  $627,000 in 1998.
3Interest income is stated on a tax equivalent basis of 1.52 for March 31, 1999
  and 1998.
4The rate/volume variance has been included in the rate variance.
Provision for Loan Losses

The Bank  provided  $840,000 for loan losses in the first quarter of 1999 versus
$825,000 in 1998.  Net  charge-offs  for all loans in the first  quarter of 1999
totaled $60,000 versus $500,000 in the year earlier period.

Noninterest Income

Noninterest income in the first quarter of 1999 was $2,962,000 versus $3,006,000
in the same period of 1998.  The 1998  results  included  $129,000 of fee income
related  to the  Bank's  credit  card  portfolio,  which  was sold in May  1998.
Commission income from the sale of investment products was $520,000 in the first
quarter of 1999 versus  $458,000 in 1998.  For the three  months ended March 31,
1999,  gain  on  sale  of  loans  and  investments  were  $358,000  and  $9,000,
respectively, compared to $215,000 and $80,000, respectively, in 1998. Excluding
credit card fee income,  investment commission income, and gain on sale of loans
and investments, noninterest income decreased $49,000 to $2,075,000 in the first
quarter of 1999.  Most of this  decrease was due to the  elimination  of certain
deposit  products,  which also  resulted  in  offsetting  reductions  in related
noninterest expenses.

Noninterest Expense

Noninterest  expense increased $99,000 (1.2%) to $8,486,000 in the first quarter
1999 versus 1998.  Salary and benefit  expense  increased  $246,000  (5.9%) on a
quarter over quarter basis to  $4,433,000.  The salary expense was higher due to
increased  commissions  paid on loan and  investment  sales  and  normal  salary
progression.  Other noninterest expenses decreased $147,000 (3.5%) to $4,053,000
in the first  quarter of 1999. A recovery of $8,000 of expenses  related to loan
collections and other real estate owned in the first quarter of 1999 compared to
expenses of $130,000 in the same period of 1998  accounted  for  $138,000 of the
decrease in other noninterest expenses.

Provision for Income Taxes

The  effective  tax rate for the three months ended March 31, 1999 was 36.4% and
reflects a decrease from 38.2% in the year earlier  period.  The decrease in tax
rate is mainly the result of higher nontaxable earnings from municipal bonds.
Loans

In the first quarter of 1999, loan balances  increased  $16,118,000 or 3.0% from
the year end balances.  Both  commercial and real estate loans  increased  while
there was a slight  decrease in consumer  loans. At March 31, 1999 loans totaled
$548,551,000  which was a  $80,396,000  (17.2%)  increase  from the year earlier
totals.

Securities

At  March  31,  1999,  securities   available-for-sale   had  a  fair  value  of
$262,224,000  and an amortized cost of  $261,976,000.  This portfolio  contained
mortgage-backed  securities  with an  amortized  cost of  $166,281,000  of which
$29,959,000 were CMO's. At March 31, 1999, the Bank had no securities classified
as held-to-maturity.
Nonperforming Loans

As shown in the following table, total nonperforming assets have decreased 13.7%
to $2,656,000 in the first three months of 1999. Non performing assets represent
only 0.30% of total assets. Both nonaccrual loans and OREO decreased 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,
                                               1999            1998

Nonaccrual loans                           $      989      $    1,045
Accruing loans past due 90 days or more           651             620
Restructured loans (in compliance with
  modified terms)                                   0               0
                                           -----------     -----------
     Total nonperforming loans                  1,640           1,665

Other real estate owned                         1,016           1,412
                                           -----------     -----------
     Total nonperforming assets            $    2,656      $    3,077
                                           ===========     ===========

Nonperforming loans to total loans              0.30%           0.31%
Allowance for loan losses to
  nonperforming loans                            548%            493%
Nonperforming assets to total assets            0.30%           0.34%
Allowance for loan losses to
  nonperforming assets                           338%            267%
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            1998
                                             (in thousands)

Balance, beginning of period           $     8,206     $     6,459
Provision charged to operations                840             825
Loans charged off                             (100)           (556)
Recoveries of loans previously
  charged off                                   40              56
                                       ============    ============
Balance, end of period                 $     8,986     $     6,784
                                       ============    ============

Ending loan portfolio                  $   548,551     $   468,155
                                       ============    ============
Allowance to loans as a
  percentage of ending loan portfolio        1.64%           1.45%
                                       ============    ============
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, 1999:
Total Capital
    to Risk Weighted Assets          $73,332   11.96%       =>$49,054 =>8.0%     =>$61,317  =>10.0%
Tier I Capital
    to Risk Weighted Assets          $65,667   10.71%       =>$24,527 =>4.0%     =>$36,791  => 6.0%
Item 3. MARKET RISK MANAGEMENT

There have not been any significant  changes in the risk  management  profile of
the Bank since December 31, 1998.
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        April 20, 1999                 /s/ Robert H. Steveson
        ------------------                 -------------------------------------
                                           Robert H. Steveson
                                           President and Chief Executive Officer

Date        April 20, 1999                 /s/ Thomas J. Reddish
        ------------------                 -------------------------------------
                                           Thomas J. Reddish
                                           Vice President and Controller