UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended March 31, 2005                  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)

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


--------------------------------------------------------------------------------
(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
                                -----        -----

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of May 4, 2005:  15,686,049


<PAGE>

                                TABLE OF CONTENTS

                                                                           Page

Forward Looking Statements                                                   1

PART I - FINANCIAL INFORMATION                                               2

  Item 1 - Financial Statements                                              2

    Notes to Unaudited Condensed Consolidated Financial Statements           6

    Financial Summary                                                       15

  Item 2 - Management's Discussion and Analysis of Financial                16
                 Condition and Results of Operations

  Item 3 - Quantitative and Qualitative Disclosures about Market Risk       27

  Item 4 - Controls and Procedures                                          28

PART II - OTHER INFORMATION                                                 29

  Item 1 - Legal Proceedings                                                29

  Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds      29

  Item 6 - Exhibits                                                         29

  Signatures                                                                32

  Exhibits                                                                  33





<PAGE>

                           FORWARD-LOOKING STATEMENTS

This  report  on Form  10-Q  contains  forward-looking  statements  about  TriCo
Bancshares (the "Company") for which it claims the protection of the safe harbor
provisions  contained in the Private  Securities  Litigation Reform Act of 1995.
These forward-looking statements are based on Management's current knowledge and
belief and include  information  concerning  the  Company's  possible or assumed
future  financial  condition and results of operations.  When you see any of the
words "believes", "expects", "anticipates", "estimates", or similar expressions,
mean making forward-looking  statements.  A number of factors, some of which are
beyond the Company's  ability to predict or control,  could cause future results
to differ materially from those contemplated.  These factors include but are not
limited to:

    -     a slowdown in the national and California economies;
    -     the prospect of additional  terrorist attacks in the United States and
          the  uncertain  effect of these  events on the  national  and regional
          economies;
    -     changes in the interest rate environment and interest rate policies of
          the Federal Reserve Board;
    -     changes in the regulatory environment;
    -     significantly increasing competitive pressure in the banking industry;
    -     operational risks including data processing system failures or fraud;
    -     volatility of rate sensitive deposits;
    -     asset/liability matching risks and liquidity risks;
    -     changes in the level of nonperforming assets and charge-offs;
    -     acts of war and political instability;
    -     inflation, interest rate, securities market and monetary fluctuations;
    -     changes in the  financial  performance  or condition of the  Company's
          borrowers;
    -     changes  in  the  competitive   environment  among  financial  holding
          companies;
    -     changes  in  accounting  policies  as may  be  adopted  by  regulatory
          agencies,  as well as the Public Company  Accounting  Oversight Board,
          the Financial Accounting Standards Board and other accounting standard
          setters;  and
    -     changes in the Company's compensation and benefit plans.


The reader is directed to the Company's  annual report on Form 10-K for the year
ended  December 31, 2004,  for further  discussion of factors which could affect
the Company's  business and cause actual results to differ materially from those
expressed in any forward-looking statement made in this report.




                                      -1-

<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
                                TRICO BANCSHARES
                           CONSOLIDATED BALANCE SHEETS
                  (In thousands, except share data; unaudited)

                                                                 At March 31,            At December 31,
                                                            2005              2004            2004
                                                      -------------------------------   -----------------
<S>                                                         <C>               <C>              <C>
Assets:
     Cash and due from banks                              $77,365           $55,568           $70,037
     Federal funds sold                                       181                 -                 -
                                                      -------------------------------   -----------------
         Cash and cash equivalents                         77,546            55,568            70,037

     Securities available for sale                        293,730           307,647           286,013
     Federal Home Loan Bank stock, at cost                  6,781             4,830             6,781
     Loans, net of allowance for loan losses
         of $14,563, $13,377 and $14,525                1,167,870           980,688         1,158,442
     Foreclosed assets, net of allowance for
         losses of $180, $180 and $180                          -               924                 -
     Premises and equipment, net                           20,599            19,288            19,853
     Cash value of life insurance                          40,699            39,412            40,479
     Accrued interest receivable                            6,446             5,806             6,473
     Goodwill                                              15,519            15,519            15,519
     Intangible assets                                      5,065             5,755             5,408
     Other assets                                          21,357            15,926            18,501
                                                      -------------------------------   -----------------
         Total Assets                                  $1,655,612        $1,451,363        $1,627,506
                                                      ===============================   =================
Liabilities:
     Deposits:
         Noninterest-bearing demand                      $312,739          $260,299          $311,275
         Interest-bearing                               1,086,010           979,640         1,037,558
                                                      -------------------------------   -----------------
         Total deposits                                 1,398,749         1,239,939         1,348,833
     Federal funds purchased                               20,700            16,300            46,400
     Accrued interest payable                               3,384             2,507             3,281
     Reserve for unfunded commitments                       1,632               920             1,532
     Other liabilities                                     22,099            18,687            19,938
     Other borrowings                                      28,176            22,877            28,152
     Junior subordinated debt                              41,238            20,619            41,238
                                                      -------------------------------   -----------------
         Total Liabilities                              1,515,978         1,321,849         1,489,374
                                                      -------------------------------   -----------------
Commitments and contingencies
Shareholders' Equity:
     Common stock, no par value: 50,000,000
         shares authorized; issued and outstanding:
           15,733,517 at March 31, 2005                    70,808
           15,635,522 at March 31, 2004                                      69,568
           15,723,317 at December 31, 2004                                                     70,699
     Retained earnings                                     71,068            57,520            67,785
     Accumulated other comprehensive (loss) income, net    (2,242)            2,426              (352)
                                                      -------------------------------   -----------------
         Total Shareholders' Equity                       139,634           129,514           138,132
                                                      -------------------------------   -----------------
Total Liabilities and Shareholders' Equity             $1,655,612        $1,451,363        $1,627,506
                                                      ===================================================

</TABLE>

Share and per share data for all  periods  have been  adjusted  to  reflect  the
2-for-1 stock split paid on April 30, 2004.
See accompanying notes to unaudited condensed consolidated financial statements.

                                      -2-

<PAGE>

                                TRICO BANCSHARES
                        CONSOLIDATED STATEMENTS OF INCOME
                  (In thousands, except share data; unaudited)

                                                    Three months ended March 31,
                                                         2005           2004
                                                    ----------------------------

Interest and dividend income:
  Loans, including fees                                $19,527        $16,739
    Debt securities:
      Taxable                                            2,630          2,675
      Tax exempt                                           415            442
  Dividends                                                 60             46
  Federal funds sold                                         4             10
                                                    ----------------------------
     Total interest income                              22,636         19,912
                                                    ----------------------------
Interest Expense:
     Deposits                                            3,085          2,449
     Federal funds purchased                               172             34
     Other borrowings                                      327            320
     Junior subordinated debt                              537            211
                                                    ----------------------------
     Total interest expense                              4,121          3,014
                                                    ----------------------------
Net Interest Income                                     18,515         16,898
                                                    ----------------------------
Provision for loan losses                                  100            613
                                                    ----------------------------
Net Interest Income After Provision for Loan Losses     18,415         16,285
                                                    ----------------------------
Noninterest Income:
     Service charges and fees                            4,062          4,081
     Gain on sale of loans                                 292            625
     Commissions on sale of non-deposit
       investment products                                 532            542
     Increase in cash value of life insurance              220            432
     Other                                                 221             75
                                                    ----------------------------
     Total Noninterest Income                            5,327          5,755
                                                    ----------------------------
Noninterest Expense:
     Salaries and related benefits                       8,369          8,167
     Other                                               6,744          6,216
                                                    ----------------------------
     Total Noninterest Expense                          15,113         14,383
                                                    ----------------------------
Income Before Income Taxes                               8,629          7,657
                                                    ----------------------------
     Provision for income taxes                          3,390          2,880
                                                    ----------------------------
Net Income                                              $5,239         $4,777
                                                    ============================
Average Shares Outstanding                          15,729,725     15,616,540
Diluted Average Shares Outstanding                  16,366,705     16,212,845

Per Share Data
     Basic Earnings                                      $0.33          $0.31
     Diluted Earnings                                    $0.32          $0.29
     Dividends Paid                                      $0.11          $0.10


Share and per share data for all  periods  have been  adjusted  to  reflect  the
2-for-1 stock split paid on April 30, 2004.
See accompanying notes to unaudited condensed consolidated financial statements.

                                      -3-

<PAGE>
<TABLE>
<CAPTION>

                                TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                  (In thousands, except share data; unaudited)

                                                                     Accumulated
                                   Shares of                            Other
                                    Common     Common    Retained   Comprehensive
                                     Stock      Stock    Earnings   (Loss) Income     Total
                                 -------------------------------------------------------------
<S>                                   <C>         <C>        <C>          <C>           <C>
Balance at December 31, 2003      15,668,248   $69,767    $56,379       $1,814       $127,960
Comprehensive income:                                                               ----------
  Net income                                                4,777                       4,777
  Change in net unrealized gain
    on Securities available for
    sale, net                                                              612            612
                                                                                    ----------
  Total comprehensive income                                                            5,389
Stock options exercised              134,874       540                                    540
Tax benefit of stock options
  exercised                                          7                                      7
Repurchase of common stock          (167,600)     (746)    (2,047)                     (2,793)
Dividends paid ($0.10 per share)                           (1,589)                     (1,589)
                                 -------------------------------------------------------------
Balance at March 31, 2004         15,635,522   $69,568    $57,520       $2,426       $129,514
                                 =============================================================

Balance at December 31, 2004      15,723,317   $70,699    $67,785        ($352)      $138,132
Comprehensive income:                                                               ----------
  Net income                                                5,239                       5,239
  Change in net unrealized gain
    on Securities available for
    sale, net                                                           (1,890)        (1,890)
                                                                                    ----------
     Total comprehensive income                                                         3,349
Stock options exercised               24,000       158                                    158
Tax benefit of stock options
  exercised                                         13                                     13
Repurchase of common stock           (13,800)      (62)      (224)                       (286)
Dividends paid ($0.11 per share)                           (1,732)                     (1,732)
                                 -------------------------------------------------------------
Balance at March 31, 2005         15,733,517   $70,808    $71,068      ($2,242)      $139,634
                                 =============================================================

</TABLE>


Share and per share data for all  periods  have been  adjusted  to  reflect  the
2-for-1 stock split paid on April 30, 2004.
See accompanying notes to unaudited condensed consolidated financial statements.


                                      -4-

<PAGE>
<TABLE>
<CAPTION>

                                TRICO BANCSHARES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands; unaudited)

                                                               For the three months ended March 31,
                                                                     2005               2004
                                                               ------------------------------------
<S>                                                                   <C>                <C>
Operating activities:
  Net income                                                        $5,239             $4,777
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Depreciation of property and equipment, and amortization         917                831
      Amortization of intangible assets                                343                331
      Provision for loan losses                                        100                613
      Amortization of investment securities premium, net               331                443
      Originations of loans for resale                             (15,660)           (31,981)
      Proceeds from sale of loans originated for resale             15,780             32,310
      Gain on sale of loans                                           (292)              (625)
      Amortization of mortgage servicing rights                        168                190
      Recovery of mortgage
        servicing rights valuation allowance                             -                (30)
      (Gain) loss on sale of fixed assets                               (6)                78
      Increase in cash value of life insurance                        (220)              (432)
      Change in:
        Interest receivable                                             27                221
        Interest payable                                               103               (131)
        Other assets and liabilities, net                              616                (89)
                                                               ------------------------------------
          Net cash provided by operating activities                  7,446              6,506
                                                               ------------------------------------
Investing activities:
  Proceeds from maturities of securities available-for-sale         14,244             19,662
  Purchases of securities available-for-sale                       (25,525)           (15,249)
  Purchase of Federal Home Loan Bank stock                               -                (46)
  Loan originations and principal collections, net                  (9,528)           (11,731)
  Proceeds from sale of premises and equipment                           5                 12
  Purchases of property and equipment                               (1,513)              (579)
                                                               ------------------------------------
          Net cash used by investing activities                    (22,317)            (7,931)
                                                               ------------------------------------
Financing activities:
  Net increase in deposits                                          49,916              3,116
  Net change in federal funds purchased                            (25,700)           (23,200)
  Payments of principal on long-term other borrowings                  (13)               (10)
  Net change in short-term other borrowings                             37                  -
  Repurchase of Common Stock                                          (286)            (2,793)
  Dividends paid                                                    (1,732)            (1,589)
  Exercise of stock options                                            158                540
                                                               ------------------------------------
          Net cash provided (used) by financing activities          22,380            (23,936)
                                                               ------------------------------------
Net change in cash and cash equivalents                              7,509            (25,361)
                                                               ------------------------------------
Cash and cash equivalents and beginning of period                   70,037             80,929
                                                               ------------------------------------
Cash and cash equivalents at end of period                         $77,546            $55,568
                                                               ====================================
Supplemental disclosure of noncash activities:
Unrealized (loss) gain on securities available for sale            ($3,233)            $1,031
Supplemental disclosure of cash flow activity:
Cash paid for interest expense                                      $4,018             $3,145
Cash paid for income taxes                                            $200             $1,745
Income tax benefit from stock option exercises                         $13                 $7

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                      -5-

<PAGE>

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: General Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange  Commission.  The results of operations  reflect interim
adjustments,  all of which are of a normal  recurring  nature and which,  in the
opinion of management,  are necessary for a fair presentation of the results for
the interim  periods  presented.  The interim results for the three months ended
March 31, 2005 and 2004 are not necessarily  indicative of the results  expected
for the full year. These unaudited condensed  consolidated  financial statements
should be read in conjunction with the audited consolidated financial statements
and accompanying  notes as well as other  information  included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2004.

Principles of Consolidation
The consolidated  financial  statements include the accounts of the Company, and
its  wholly-owned  subsidiary,  Tri Counties Bank (the "Bank").  All significant
intercompany accounts and transactions have been eliminated in consolidation.

Nature of Operations
The Company  operates 32 branch  offices and 15 in-store  branch  offices in the
California  counties of Butte,  Contra Costa, Del Norte,  Fresno,  Glenn,  Kern,
Lake, Lassen, Madera,  Mendocino,  Merced, Nevada, Placer,  Sacramento,  Shasta,
Siskiyou,  Stanislaus,  Sutter,  Tehama,  Tulare,  Yolo and Yuba.  The Company's
operating policy since its inception has emphasized retail banking.  Most of the
Company's customers are retail customers and small to medium sized businesses.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  Management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  On an on-going basis,  the Company  evaluates its
estimates,  including  those  related to the adequacy of the  allowance for loan
losses,  investments,  intangible assets,  income taxes and  contingencies.  The
Company  bases its  estimates  on  historical  experience  and on various  other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions.  The  allowance  for loan  losses,  goodwill  and  other  intangible
assessments,  income taxes, and the valuation of mortgage  servicing rights, are
the only accounting estimates that materially affect the Company's  consolidated
financial statements.

Significant Group Concentration of Credit Risk
The Company grants agribusiness,  commercial, consumer, and residential loans to
customers  located  throughout the northern San Joaquin  Valley,  the Sacramento
Valley  and  northern  mountain  regions  of  California.   The  Company  has  a
diversified  loan  portfolio  within  the  business  segments  located  in  this
geographical area.

Cash and Cash Equivalents
For  purposes  of the  consolidated  statements  of cash  flows,  cash  and cash
equivalents include cash on hand, amounts due from banks and federal funds sold.

Investment Securities
The Company  classifies its debt and marketable  equity  securities  into one of
three  categories:  trading,  available-for-sale  or  held-to-maturity.  Trading
securities  are bought and held  principally  for the  purpose of selling in the
near term.  Held-to-maturity  securities are those  securities which the Company
has the  ability and intent to hold until  maturity.  All other  securities  not
included in trading or  held-to-maturity  are classified as  available-for-sale.
During the three months ended March 31, 2005, and  throughout  2004, the Company
did not have any securities classified as either held-to-maturity or trading.

                                      -6-

<PAGE>

Available-for-sale  securities are recorded at fair value.  Unrealized gains and
losses,  net of the related tax effect,  on  available-for-sale  securities  are
reported  as a  separate  component  of other  comprehensive  income  (loss)  in
shareholders' equity until realized.

Premiums and  discounts  are  amortized or accreted over the life of the related
investment  security  as an  adjustment  to yield using the  effective  interest
method.  Dividend and interest income are recognized when earned. Realized gains
and losses for  securities  are included in earnings  and are derived  using the
specific  identification  method for  determining  the cost of securities  sold.
Unrealized  losses  due to  fluctuations  in fair  value of  securities  held to
maturity  or  available  for sale are  recognized  through  earnings  when it is
determined that an other than temporary decline in value has occurred.

Loans Held for Sale
Loans  originated  and intended for sale in the secondary  market are carried at
the  lower  of  aggregate  cost  or  fair  value,  as  determined  by  aggregate
outstanding  commitments from investors of current investor yield  requirements.
Net unrealized losses are recognized through a valuation allowance by charges to
income.  At March 31, 2005 and 2004,  and  December  31, 2004 the Company had no
loans held for sale.

Mortgage  loans held for sale are  generally  sold with the  mortgage  servicing
rights  retained by the Company.  The carrying  value of mortgage  loans sold is
reduced by the cost allocated to the associated mortgage servicing rights. Gains
or losses on sales of  mortgage  loans are  recognized  based on the  difference
between the selling price and the carrying  value of the related  mortgage loans
sold.

Loans
Loans are reported at the principal amount  outstanding,  net of unearned income
and the allowance for loan losses.  Loan  origination  and  commitment  fees and
certain  direct  loan  origination  costs are  deferred,  and the net  amount is
amortized as an adjustment of the related  loan's yield over the estimated  life
of the loan.  Loans on which the accrual of interest has been  discontinued  are
designated  as  nonaccrual  loans.  Accrual of  interest  on loans is  generally
discontinued  either  when  reasonable  doubt  exists  as to  the  full,  timely
collection  of interest or principal or when a loan becomes  contractually  past
due by 90 days or more with respect to interest or principal.  When loans are 90
days past due, but in Management's  judgment are well secured and in the process
of  collection,  they may be  classified  as  accrual.  When a loan is placed on
nonaccrual  status,  all  interest  previously  accrued  but  not  collected  is
reversed.  Income on such loans is then  recognized only to the extent that cash
is received and where the future  collection of principal is probable.  Interest
accruals are resumed on such loans only when they are brought fully current with
respect to interest and principal and when, in the judgment of  Management,  the
loans are estimated to be fully  collectible  as to both principal and interest.
All impaired loans are classified as nonaccrual loans.

Allowance for Loan Losses
The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans and deposit related overdrafts are charged against the
allowance for loan losses when Management  believes that the  collectibility  of
the  principal  is unlikely  or, with  respect to  consumer  installment  loans,
according to an  established  delinquency  schedule.  The allowance is an amount
that Management  believes will be adequate to absorb probable losses inherent in
existing  loans  and  leases,   based  on  evaluations  of  the  collectibility,
impairment and prior loss experience of loans and leases.  The evaluations  take
into  consideration  such  factors  as  changes  in the  nature  and size of the
portfolio,  overall portfolio  quality,  loan  concentrations,  specific problem
loans, and current economic conditions that may affect the borrower's ability to
pay. The Company defines a loan as impaired when it is probable the Company will
be unable to collect all amounts due according to the  contractual  terms of the
loan  agreement.  Impaired  loans are  measured  based on the  present  value of
expected future cash flows discounted at the loan's original  effective interest
rate. As a practical  expedient,  impairment may be measured based on the loan's
observable  market  price or the fair  value  of the  collateral  if the loan is
collateral  dependent.  When the measure of the  impaired  loan is less than the
recorded  investment in the loan, the impairment is recorded through a valuation
allowance.


                                      -7-

<PAGE>

Reserve for Unfunded Commitments
The reserve for unfunded  commitments  is  established  through a provision  for
losses - unfunded  commitments charged to noninterest  expense.  The reserve for
unfunded  commitments is an amount that Management  believes will be adequate to
absorb  probable  losses  inherent in  existing  commitments,  including  unused
portions of  revolving  lines of credits  and other  loans,  standby  letters of
credits,  and unused  deposit  account  overdraft  privilege.  The  reserve  for
unfunded  commitments is based on evaluations of the  collectibility,  and prior
loss experience of unfunded commitments. The evaluations take into consideration
such  factors as changes in the nature and size of the loan  portfolio,  overall
loan portfolio quality, loan concentrations,  specific problem loans and related
unfunded  commitments,  and  current  economic  conditions  that may  affect the
borrower's or depositor's ability to pay.

Servicing
Servicing  assets are  recognized  as separate  assets when rights are  acquired
through  purchase or through  sale of  financial  assets.  Generally,  purchased
servicing rights are capitalized at the cost to acquire the rights. For sales of
mortgage  loans, a portion of the cost of  originating  the loan is allocated to
the servicing right based on relative fair value.  Fair value is based on market
prices  for  comparable  mortgage  servicing  contracts,   when  available,   or
alternatively,  is based on a valuation  model that calculates the present value
of estimated  future net  servicing  income.  The valuation  model  incorporates
assumptions  that  market  participants  would  use  in  estimating  future  net
servicing income, such as the cost to service,  the discount rate, the custodial
earnings  rate,  an inflation  rate,  ancillary  income,  prepayment  speeds and
default  rates and losses.  Capitalized  servicing  rights are reported in other
assets and are amortized into non-interest income in proportion to, and over the
period of, the estimated  future  servicing  income of the underlying  financial
assets.

Servicing  assets are evaluated for impairment  based upon the fair value of the
rights as compared to amortized  cost.  Impairment is determined by  stratifying
rights into tranches based on predominant risk characteristics, such as interest
rate, loan type and investor type.  Impairment is recognized through a valuation
allowance for an individual  tranche, to the extent that fair value is less than
the capitalized amount for the tranche. If the Company later determines that all
or a portion of the  impairment  no longer  exists for a particular  tranche,  a
reduction of the allowance may be recorded as an increase to income.

Servicing fee income is recorded for fees earned for servicing  loans.  The fees
are based on a contractual percentage of the outstanding  principal;  or a fixed
amount per loan and are  recorded as income when  earned.  The  amortization  of
mortgage servicing rights is netted against loan servicing fee income.

The following table summarizes the Company's  mortgage servicing rights recorded
in other assets as of March 31, 2005 and December 31, 2004.

                                 December 31,                          March 31,
   (Dollars in thousands)            2004     Additions   Reductions     2005
                                 -----------------------------------------------

   Mortgage Servicing Rights        $3,476       $172       ($168)      $3,480
   Valuation allowance                   -          -           -            -
                                 -----------------------------------------------
   Mortgage servicing rights, net
      of valuation allowance        $3,476       $172       ($168)      $3,480
                                 ===============================================

At March 31,  2005 and  December  31,  2004,  the Company  serviced  real estate
mortgage  loans for others of $365 million and $368  million,  respectively.  At
March 31, 2005 and December 31, 2004,  the fair value of the Company's  mortgage
servicing rights assets was $4,161,000 and $3,568,000, respectively.

Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business,  the Company has entered into commitments to
extend credit, including commitments under credit card arrangements,  commercial
letters of credit,  standby  letters of credit,  and deposit  account  overdraft
privilege. Such financial instruments are recorded when they are funded.

                                      -8-

<PAGE>

Premises and Equipment
Land is carried at cost. Buildings and equipment, including those acquired under
capital  lease,   are  stated  at  cost  less   accumulated   depreciation   and
amortization.  Depreciation  and  amortization  expenses are computed  using the
straight-line  method over the estimated  useful lives of the related  assets or
lease terms.  Asset lives range from 3-10 years for  furniture and equipment and
15-40 years for land improvements and buildings.

Foreclosed Assets
Assets acquired  through,  or in lieu of, loan foreclosure are held for sale and
are initially recorded at fair value at the date of foreclosure,  establishing a
new cost basis.  Subsequent to  foreclosure,  management  periodically  performs
valuations  and the assets are carried at the lower of  carrying  amount or fair
value less cost to sell. Revenue and expenses from operations and changes in the
valuation allowance are included in other noninterest expense.

Goodwill and Other Intangible Assets
Goodwill  represents the excess of costs over fair value of assets of businesses
acquired.  The Company adopted the provisions of Financial  Accounting Standards
Board (FASB) Statement of Financial  Accounting  Standard No. 142,  Goodwill and
Other Intangible Assets (SFAS 142), as of January 1, 2002. Pursuant to SFAS 142,
goodwill and intangible assets acquired in a purchase  business  combination and
determined  to have an  indefinite  useful life are not  amortized,  but instead
tested for  impairment at least  annually in accordance  with the  provisions of
SFAS 142. SFAS 142 also requires that  intangible  assets with estimable  useful
lives  be  amortized  over  their  respective  estimated  useful  lives to their
estimated  residual values,  and reviewed for impairment in accordance with FASB
Statement of Financial Accounting Standard No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets (SFAS 144).

As of the date of  adoption,  the Company  had  identifiable  intangible  assets
consisting of core deposit premiums and minimum pension liability.  Core deposit
premiums are amortized  using an accelerated  method over a period of ten years.
Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon actuarial estimates.

The following  table  summarizes  the Company's  core deposit  intangibles as of
March 31, 2005 and December 31, 2004.

                                  December 31,                         March 31,
  (Dollar in Thousands)              2004      Additions   Reductions    2005
                                  ----------------------------------------------
  Core deposit intangibles         $13,643          -            -      $13,643
  Accumulated amortization          (9,201)         -        ($343)      (9,544)
                                  ----------------------------------------------
  Core deposit intangibles, net     $4,442          -        ($343)      $4,099
                                  ==============================================

Core deposit  intangibles are amortized over their expected  useful lives.  Such
lives are  periodically  reassessed  to  determine  if any  amortization  period
adjustments  are  indicated.   The  following  table  summarizes  the  Company's
estimated core deposit  intangible  amortization for each of the five succeeding
years:
                                               Estimated Core Deposit
                                               Intangible Amortization
                 Years Ended                    (Dollar in thousands)
                 -----------                   -----------------------
                     2005                               $1,381
                     2006                               $1,395
                     2007                                 $490
                     2008                                 $523
                     2009                                 $328
                 Thereafter                               $325

                                       -9-

<PAGE>

The  following  table  summarizes  the  Company's   minimum  pension   liability
intangible as of March 31, 2005 and December 31, 2004.

                                  December 31,                         March 31,
  (Dollar in Thousands)              2004      Additions   Reductions    2005
                                  ----------------------------------------------
  Minimum pension liability
   intangible                        $966           -            -       $966
                                  ==============================================

Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon actuarial estimates.

The following table summarizes the Company's goodwill intangible as of March 31,
2005 and December 31, 2004.

                                  December 31,                         March 31,
  (Dollar in Thousands)              2004      Additions   Reductions    2005
                                  ----------------------------------------------
  Goodwill                          15,519          -            -      15,519
                                  ==============================================

Impairment of Long-Lived Assets and Goodwill
Long-lived  assets,  such as  property,  plant,  and  equipment,  and  purchased
intangibles subject to amortization, are reviewed for impairment whenever events
or changes in  circumstances  indicate that the carrying  amount of an asset may
not be recoverable.  Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset.  If the carrying  amount of an
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset. Assets to be disposed of would be separately  presented
in the balance  sheet and reported at the lower of the  carrying  amount or fair
value  less  costs  to sell,  and are no  longer  depreciated.  The  assets  and
liabilities of a disposed  group  classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.

On December 31 of each year,  goodwill is tested for  impairment,  and is tested
for impairment  more  frequently if events and  circumstances  indicate that the
asset might be impaired. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset's fair value.  This  determination  is made at
the  reporting  unit  level  and  consists  of two  steps.  First,  the  Company
determines  the fair value of a reporting  unit and  compares it to its carrying
amount.  Second,  if the  carrying  amount of a reporting  unit exceeds its fair
value, an impairment loss is recognized for any excess of the carrying amount of
the reporting unit's goodwill over the implied fair value of that goodwill.  The
implied fair value of goodwill is determined by allocating the fair value of the
reporting unit in a manner similar to a purchase price allocation.  The residual
fair value after this allocation is the implied fair value of the reporting unit
goodwill.

Income Taxes
The  Company's  accounting  for income taxes is based on an asset and  liability
approach.  The Company  recognizes the amount of taxes payable or refundable for
the current  year,  and deferred tax assets and  liabilities  for the future tax
consequences  that have  been  recognized  in its  financial  statements  or tax
returns.  The  measurement  of  tax  assets  and  liabilities  is  based  on the
provisions of enacted tax laws.

                                      -10-

<PAGE>

Stock-Based Compensation
The Company  uses the  intrinsic  value  method to account for its stock  option
plans (in accordance with the provisions of Accounting  Principles Board Opinion
No. 25).  Under this method,  compensation  expense is recognized  for awards of
options to purchase shares of common stock to employees under compensatory plans
only if the fair  market  value of the stock at the option  grant date (or other
measurement  date, if later) is greater than the amount the employee must pay to
acquire  the  stock.  Statement  of  Financial  Accounting  Standards  No.  123,
Accounting for Stock-Based Compensation (SFAS 123) permits companies to continue
using the  intrinsic  value  method  or to adopt a fair  value  based  method to
account  for  stock  option  plans.  The fair  value  based  method  results  in
recognizing as expense over the vesting period the fair value of all stock-based
awards on the date of grant.  The  Company  has  elected to  continue to use the
intrinsic value method.

Had  compensation  cost  for the  Company's  option  plans  been  determined  in
accordance  with SFAS 123, the Company's net income and earnings per share would
have been reduced to the pro forma amounts indicated below:
                                                    Three months ended March 31,
(in thousands, except per share amounts)                2005             2004
                                                        ----             ----
Net income                           As reported       $5,239           $4,777
                                       Pro forma       $5,153           $4,695
Basic earnings per share             As reported        $0.33            $0.31
                                       Pro forma        $0.33            $0.30
Diluted earnings per share           As reported        $0.32            $0.29
                                       Pro forma        $0.31            $0.29
Stock-based employee compensation
   cost, net of related tax effects,
   included in net income            As reported           $0               $0
                                       Pro forma          $86              $82

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes option pricing.

Earnings Per Share
Basic  earnings per share  represents  income  available to common  shareholders
divided by the  weighted-average  number of common shares outstanding during the
period.  Diluted earnings per share reflects additional common shares that would
have been outstanding if dilutive  potential  common shares had been issued,  as
well as any  adjustments  to income  that would  result from  assumed  issuance.
Potential  common  shares that may be issued by the Company  relate  solely from
outstanding stock options, and are determined using the treasury stock method.

Earnings per share have been computed based on the following:

                                                    Three Months Ended March 31,
                                                       2005            2004
                                                    ----------------------------
                                                           (in thousands)
Net income                                            $5,239          $4,777

Average number of common shares outstanding           15,730          15,617
Effect of dilutive stock options                         637             596
                                                    ----------------------------
Average number of common shares outstanding
   used to calculate diluted earnings per share       16,367          16,213
                                                    ============================

                                      -11-

<PAGE>

Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains
and losses be  included in net income.  Although  certain  changes in assets and
liabilities,   such  as  unrealized  gains  and  losses  on   available-for-sale
securities,  are reported as a separate  component of the equity  section of the
balance  sheet,   such  items,   along  with  net  income,   are  components  of
comprehensive income.

The components of other comprehensive  income (loss) and related tax effects are
as follows:
                                         Three Months Ended March 31,
                                         ----------------------------
                                             2005             2004
                                         ----------------------------
                                                (in thousands)
Unrealized holding (losses) gains
  on available-for-sale securities         ($3,233)          $1,031
Tax effect                                   1,343             (418)
                                         ----------------------------
  Unrealized holding (losses) gains on
  available-for-sale securities,
  net of tax                                (1,890)             612
                                         ============================

The   components  of  accumulated   other   comprehensive   loss,   included  in
shareholders' equity, are as follows:

                                          March 31,      December 31,
                                            2005             2004
                                         ----------------------------
                                                (in thousands)
Net unrealized gain (losses) on
  available-for-sale securities           ($2,226)          $1,007
Tax effect                                    919             (424)
                                         ----------------------------
  Unrealized holding gains (losses) on
  available-for-sale securities,
  net of tax                               (1,307)             583
                                         ----------------------------
Minimum pension liability                  (1,559)          (1,559)
Tax effect                                    624              624
                                         ----------------------------
   Minimum pension liability, net of tax     (935)            (935)
                                         ----------------------------
Accumulated other comprehensive loss      ($2,242)           ($352)
                                         ============================

Retirement Plans
The Company has  supplemental  retirement plans for current and former directors
and  supplemental  retirement  plan covering  current and former key executives.
These  plans are  non-qualified  defined  benefit  plans and are  unsecured  and
unfunded.  The Company has purchased  insurance on the lives of the participants
and  intends  to use the cash  values of these  policies  to pay the  retirement
obligations.

The following table sets forth the net periodic  benefit cost recognized for the
plans:

                                                    Three Months Ended March 31,
                                                       2005            2004
                                                           (in thousands)
                                                    ----------------------------
Net pension cost included the following components:
Service cost-benefits earned during the period         $104             $35
Interest cost on projected benefit obligation           133             103
Amortization of net obligation at transition             56               8
Amortization of prior service cost                       24              20
Recognized net actuarial loss                             1              37
                                                    ----------------------------
Net periodic pension cost                              $318            $203
                                                    ============================

During the three months ended March 31, 2005 and 2004,  the Company  contributed
and paid out as benefits  $152,000 and $140,000,  respectively,  to participants
under the plans.  For the year ending  December 31, 2005, the Company expects to
contribute and pay out as benefits $535,000 to participants under the plans.

                                      -12-

<PAGE>

Recent Accounting Pronouncements
In December 2003, the FASB issued FASB  Interpretation  No. 46 (revised December
2003),  Consolidation of Variable  Interest  Entities (FIN 46R), which addresses
how a business enterprise should evaluate whether it has a controlling financial
interest in an entity  through  means other than voting  rights and  accordingly
should  consolidate  the entity.  FIN 46R replaces FASB  Interpretation  No. 46,
Consolidation of Variable Interest Entities (VIEs),  which was issued in January
2003.  The Company was  required to apply FIN 46R to variable  interests in VIEs
created after December 31, 2003.  For variable  interests in VIEs created before
January 1, 2004,  the FIN 46R will be applied  beginning on January 1, 2005. For
any VIEs  that must be  consolidated  under  FIN 46R that  were  created  before
January 1, 2004, the assets, liabilities and noncontrolling interests of the VIE
initially  would be  measured  at their  carrying  amounts  with any  difference
between the net amount added to the balance sheet and any previously  recognized
interest being recognized as the cumulative  effect of an accounting  change. If
determining the carrying amounts is not practicable,  fair value at the date FIN
46R  first  applies  may  be  used  to  measure  the  assets,   liabilities  and
noncontrolling interest of the VIE. The Company currently does not have any VIEs
that are within the scope of this Statement.

In December 2003,  FASB issued FASB Statement of Financial  Accounting  Standard
No. 132, Employers' Disclosures about Pensions and Other Postretirement Benefits
(SFAS 132 revised),  which prescribes employers' disclosures about pension plans
and other  postretirement  benefit plans;  it does not change the measurement or
recognition  of those  plans.  SFAS  132  retains  and  revises  the  disclosure
requirements  contained in the original  SFAS 132. It also  requires  additional
disclosures about the assets, obligations,  cash flows, and net periodic benefit
cost of defined  benefit pension plans and other  postretirement  benefit plans.
The Statement  generally is effective for fiscal years ending after December 15,
2003.  Disclosures  required by this standard are included in the notes to these
consolidated financial statements.

In December  2004,  the FASB  issued  FASB  Statement  of  Financial  Accounting
Standard No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which replaces
SFAS No. 123, Accounting for Stock-Based Compensation, (SFAS 123) and supercedes
APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123R requires
all  share-based  payments to  employees,  including  grants of  employee  stock
options, to be recognized in the financial statements based on their fair values
beginning with the first interim  reporting  period of the Company's fiscal year
beginning  after June 15, 2005,  with early adoption  encouraged.  The pro forma
disclosures previously permitted under SFAS 123 no longer will be an alternative
to financial statement  recognition.  The Company is required to adopt SFAS 123R
on January 1, 2006.  Under SFAS 123R, the Company must determine the appropriate
fair value model to be used for valuing share-based  payments,  the amortization
method for  compensation  cost and the  transition  method to be used at date of
adoption.  The transition methods include  prospective and retroactive  adoption
options.  Under the retroactive option,  prior periods may be restated either as
of the  beginning  of the year of  adoption or for all  periods  presented.  The
prospective  method  requires  that  compensation  expense be  recorded  for all
unvested stock options at the beginning of the first quarter of adoption of SFAS
123R, while the retroactive  methods would record  compensation  expense for all
unvested  stock options and  restricted  stock  beginning  with the first period
restated.  The Company is evaluating the  requirements  of SFAS 123R and expects
that the adoption of SFAS 123R will not have a material  impact on the Company's
consolidated  results of operations and earnings per share.  The Company has not
yet  determined  the method of adoption or the effect of adopting SFAS 123R, and
it has not  determined  whether the  adoption  will  result in amounts  that are
similar to the current pro forma disclosures under SFAS 123.

                                      -13-

<PAGE>

In March 2004, the United States Securities and Exchange Commission (SEC) issued
SEC Staff Accounting Bulletin No. 105,  Application of Accounting  Principles to
Loan  Commitments  (SAB 105), which summarizes the views of the staff of the SEC
regarding the application of generally  accepted  accounting  principles to loan
commitments accounted for as derivative  instruments.  SAB 105 provides that the
fair value of recorded loan  commitments  that are accounted for as  derivatives
under SFAS 133,  Accounting for Derivative  Instruments and Hedging  Activities,
should not  incorporate the expected future cash flows related to the associated
servicing of the future  loan.  In addition,  SAB 105  requires  registrants  to
disclose their accounting policy for loan commitments. The provisions of SAB 105
must be  applied  to loan  commitments  accounted  for as  derivatives  that are
entered into after March 31, 2004. The adoption of this accounting  standard did
not have a material impact on the Company's consolidated financial statements.


In December 2003, the American Institute of Certified Public Accountants (AICPA)
issued  Statement  of Position No. 03-3,  Accounting  for Certain  Loans or Debt
Securities  Acquired in a Transfer (SOP 03-3),  which  addresses  accounting for
differences  between  the  contractual  cash  flows of  certain  loans  and debt
securities  and the cash  flows  expected  to be  collected  when  loans or debt
securities  are  acquired  in a  transfer  and those cash flow  differences  are
attributable,  at least in part, to credit quality. As such, SOP 03-3 applies to
loans  and  debt  securities  acquired  individually,  in  pools or as part of a
business  combination and does not apply to originated loans. The application of
SOP 03-3 limits the  interest  income,  including  accretion  of purchase  price
discounts,  that may be  recognized  for  certain  loans  and  debt  securities.
Additionally,  SOP 03-3 does not allow the excess of contractual cash flows over
cash flows  expected to be collected to be recognized as an adjustment of yield,
loss accrual or valuation  allowance,  such as the  allowance  for possible loan
losses.  SOP 03-3 requires that  increases in expected cash flows  subsequent to
the initial  investment be recognized  prospectively  through  adjustment of the
yield on the  loan or debt  security  over  its  remaining  life.  Decreases  in
expected  cash flows should be recognized  as  impairment.  In the case of loans
acquired  in a  business  combination  where  the  loans  show  signs of  credit
deterioration,  SOP 03-3 represents a significant  change from current  purchase
accounting  practice  whereby  the  acquiree's  allowance  for  loan  losses  is
typically  added  to the  acquirer's  allowance  for  loan  losses.  SOP 03-3 is
effective  for loans  and debt  securities  acquired  by the  Company  beginning
January 1, 2005.  The  adoption of this new  standard is not  expected to have a
material impact on the Company's consolidated financial statements.

Reclassifications
Certain amounts previously  reported in the 2004 financial  statements have been
reclassified  to conform to the 2005  presentation.  Additionally,  in the first
quarter of 2005, the Company  reclassified the reserve for unfunded  commitments
from the allowance for loan losses to other  liabilities,  and  reclassified the
provision for unfunded  commitments  from the provision for loan losses to other
noninterest expense. These  reclassifications did not affect previously reported
net  income or total  shareholders'  equity.  Share  and per share  data for all
periods  have been  adjusted to reflect the  2-for-1  stock split  effected as a
stock  dividend  which was paid on April 30, 2004 to  shareholders  of record on
April 9, 2004.




                                      -14-

<PAGE>

                                TRICO BANCSHARES
                                Financial Summary
                    (in thousands, except per share amounts)

                                                           (Unaudited)
                                                       Three months ended
                                                            March 31,
                                                --------------------------------
                                                     2005              2004
                                                --------------------------------

Net Interest Income (FTE)                          $18,756           $17,147
Provision for loan losses                             (100)             (613)
Noninterest income                                   5,327             5,755
Noninterest expense                                (15,113)          (14,383)
Provision for income taxes (FTE)                    (3,631)           (3,129)
                                                --------------------------------
Net income                                          $5,239            $4,777
                                                ================================

Earnings per share2:
     Basic                                           $0.33             $0.31
     Diluted                                         $0.32             $0.29
Per share2:
     Dividends paid                                  $0.11             $0.10
     Book value at period end                         8.88              8.28
     Tangible book value at period end                7.57              6.92

Average common shares outstanding2                  15,730            15,617
Average diluted common shares outstanding2          16,367            16,213
Shares outstanding at period end                    15,734            15,636
At period end:
     Loans, net                                  $1,167,870          $980,688
     Total assets                                 1,655,612         1,451,363
     Total deposits                               1,398,749         1,239,939
     Other borrowings                                28,176            22,877
     Junior subordinated debt                        41,238            20,619
     Shareholders' equity                           139,634           129,514

Financial Ratios:
During the period (annualized):
     Return on assets                                 1.29%             1.33%
     Return on equity                                14.83%            14.80%
     Net interest margin1                             5.12%             5.35%
     Net loan charge-offs to average loans            0.01%             0.05%
     Efficiency ratio1                               62.75%            62.80%
     Average equity to average assets                 8.67%             8.96%
At period end:
     Equity to assets                                 8.43%             8.92%
     Total capital to risk-adjusted assets           11.91%            11.49%
     Allowance for losses to loans3                   1.37%             1.44%

1  Fully taxable equivalent (FTE)
2  Share and per share data for all  periods have been  adjusted  to reflect the
   2-for-1 stock split paid on April 30, 2004.
3  Allowance  for losses  includes  allowance  for loan  losses and  reserve for
   unfunded commitments.

                                      -15-

<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.  Within  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations,  interest income and net interest
income are generally presented on a fully tax-equivalent (FTE) basis.

Critical Accounting Policies and Estimates
The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States. The preparation of these financial statements requires the
Company to make  estimates  and  judgments  that affect the reported  amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets  and  liabilities.  On an  on-going  basis,  the  Company  evaluates  its
estimates,  including  those  related to the adequacy of the  allowance for loan
losses, intangible assets, and contingencies. The Company bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions. (See caption "Allowance for
Loan Losses" for a more detailed discussion).

Results of Operations
The  following   discussion  and  analysis  is  designed  to  provide  a  better
understanding  of the significant  changes and trends related to the Company and
the  Bank's  financial  condition,   operating  results,   asset  and  liability
management,  liquidity and capital  resources and should be read in  conjunction
with the Consolidated  Financial Statements of the Company and the Notes thereto
located at Item 1 of this report.

The Company had quarterly  earnings of  $5,239,000,  or $0.32 per diluted share,
for the three  months  ended March 31,  2005.  These  results  represent a 10.3%
increase from the $0.29 earnings per diluted share reported for the three months
ended March 31, 2004 on earnings of $4,777,000.  The improvement in results from
the  year-ago  quarter  was  due  to  a  $1,609,000  (9.4%)  increase  in  fully
tax-equivalent  net  interest  income to  $18,756,000,  and a  $513,000  (83.7%)
decrease in provision for loan losses to $100,000.  These  contributing  factors
were partially  offset by a $428,000  (7.4%)  decrease in noninterest  income to
$5,327,000 and a $730,000 (5.1%) increase in noninterest  expense to $15,113,000
for the quarter ended March 31, 2005.

Following is a summary of the components of fully taxable equivalent ("FTE") net
income for the periods indicated (dollars in thousands):

                                                       Three months ended
                                                            March 31,
                                                    -------------------------
                                                      2005             2004
                                                    -------------------------
Net Interest Income (FTE)                           $18,756          $17,147
Provision for loan losses                              (100)            (613)
Noninterest income                                    5,327            5,755
Noninterest expense                                 (15,113)         (14,383)
Provision for income taxes (FTE)                     (3,631)          (3,129)
                                                    -------------------------
Net income                                           $5,239           $4,777
                                                    =========================

                                      -16-

<PAGE>

Net Interest Income
Following is a summary of the components of net interest  income for the periods
indicated (dollars in thousands):
                                             Three months ended
                                                  March 31,
                                      --------------------------------
                                           2005               2004
                                      --------------------------------
     Interest income                      $22,636            $19,912
     Interest expense                      (4,121)            (3,014)
     FTE adjustment                           241                249
                                      --------------------------------
        Net interest income (FTE)         $18,756            $17,147
                                      ================================
     Average earning assets            $1,464,028         $1,281,032

     Net interest margin (FTE)              5.12%              5.35%

The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on earning assets and interest  expense in
interest-bearing liabilities. Net interest income (FTE) during the first quarter
of 2005 increased $1,609,000 (9.4%) from the same period in 2004 to $18,756,000.
The increase in net  interest  income  (FTE) was due to a  $182,996,000  (14.3%)
increase in average balances of earning assets to $1,464,028,000  offset by a 23
basis point decrease in net interest margin (FTE) to 5.12%.

Interest and Fee Income
Interest and fee income (FTE) for the first quarter of 2005 increased $2,716,000
(13.5%)  from the first  quarter of 2004.  The  increase was the net effect of a
$182,996,000   (14.3%)   increase   in   average   interest-earning   assets  to
$1,464,028,000  that was  partially  offset by a 5 basis  point  decrease in the
yield on those average earning assets to 6.25%.  The growth in  interest-earning
assets  was the  result of a  $196,246,000  (20.2%)  increase  in  average  loan
balances to  $1,167,039,000  that was offset by a $9,449,000  (3.1%) decrease in
average balance of investments to $296,381,000 and a $3,801,000 (86.2%) decrease
in average balance of Federal funds sold to $608,000.

The average yield on the Company's  earning  assets  decreased 5 basis points to
6.25% for the quarter  ended  March 31,  2005 from 6.30% for the  quarter  ended
March  31,  2004.  The  average  yield on the  Company's  loans was 6.69% in the
quarter ended March 31, 2005 compared to 6.90% in the year-ago quarter.  This 21
basis point  decrease in average  yield on loans is the result of continued  low
longer-term  loan rates despite a 175 basis point  increase in the prime lending
rate between June 2004 and March 2005. As a result,  longer-term loans continued
to  refinance  into lower  rate loans  between  March  2004 and March  2005.  In
addition,  most of the  Company's  prime-based  adjustable  rate  loans had rate
floors in them that mitigated approximately the first 100 basis point of the 175
basis point increase in the prime rate.  Furthermore,  even with a prime rate of
5.75% at March 31, 2005,  any new  prime-based  loan added to the Company's loan
balances with a rate less than prime plus one percent (or 6.75%) will  currently
further reduce the Company's  average yield on loans.  Conversely,  if the prime
rate  continues  to  increase,  the  yield  on the  Company's  existing  and new
prime-based loans will increase accordingly.  The average yield on the Company's
combined taxable and nontaxable  investment balances increased 6 basis points to
4.52% in the  quarter  ended March 31,  2005  compared to 4.46% in the  year-ago
quarter.  The increase in the average yield on investment balances was primarily
due to a decrease in the volume of  mortgage  refinancing  in the quarter  ended
March 31, 2005 compared to the year-ago  quarter.  Increased  volume of mortgage
refinancing   has  the  effect  of  decreasing   the  yields  of  the  Companies
mortgage-backed securities, which account for approximately seventy-five percent
of the  Company's  investment  balances.  As the volume of mortgage  refinancing
began  to   decrease  in  the  fall  of  2003,   the  yield  on  the   Company's
mortgage-backed  securities  increased.  The average yield on Federal funds sold
decreased 172 basis points to 2.63% in the quarter ended March 31, 2005 from the
year-ago  quarter due to a 175 basis points increase in the Federal funds target
rate that occurred between June 2004 and March 31, 2005.

                                      -17-

<PAGE>

Interest Expense
Interest  expense  increased  $1,107,000  (36.7%)  in the first  quarter of 2005
compared  to the  year-ago  quarter.  The  increase  was due to a 25 basis point
increase in the average rate paid on interest-bearing  liabilities from 1.18% in
the first quarter of 2004 to 1.43% in the first quarter of 2005.

The  average  balance of  interest-bearing  liabilities  increased  $131,828,000
(13.0%) in the first  quarter of 2005  compared  to the  year-ago  quarter.  The
average balance of all categories of interest-bearing liabilities increased from
the year-ago quarter.  The average balance of interest-bearing  demand deposits,
savings  deposits,  and time deposits were up  $16,774,000  (7.5%),  $14,721,000
(3.2%), and $59,205,000  (21.8%),  respectively,  from the year-ago quarter.  In
addition,  the  average  balance  of   noninterest-bearing   deposits  increased
$40,660,000  (15.0%) from the year-ago  quarter.  During the quarter ended March
31, 2005, the average balance of Federal funds  purchased,  other borrowings and
junior subordinated debt were up $15,277,000  (114.9%),  $5,232,000 (22.9%), and
$20,619,000 (100.0%), respectively, from the year-ago quarter. The average rates
paid for all  categories  of  interest-bearing  liabilities  except for  savings
deposits and other  borrowings  were up due to increases  in market  rates.  The
average rate paid on interest-bearing  demand deposits,  time deposits,  federal
funds  purchased,  and junior  subordinated  debt  increased 2, 41, 139, and 112
basis points respectively, to 0.20%, 2.54%, 2.41%, and 5.21%, respectively.  The
average rate paid on other borrowings  decreased 94 basis points to 4.65% due to
the addition of short-term other  borrowings at  significantly  lower rates than
what previously existed in that category.

Net Interest Margin (FTE)
The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:
                                             Three months ended
                                                  March 31,
                                           ----------------------
                                             2005          2004
                                           ----------------------
Yield on earning assets                      6.25%         6.30%
Rate paid on interest-bearing
  liabilities                                1.42%         1.18%
                                           ----------------------
  Net interest spread                        4.82%         5.12%
Impact of all other net
  noninterest-bearing funds                  0.30%         0.23%
                                           ----------------------
    Net interest margin                      5.12%         5.35%
                                           ======================

Net  interest  margin in the first  quarter of 2005  decreased  23 basis  points
compared to the first quarter of 2004.  This decrease in net interest margin was
mainly  due to  higher  rates  paid  on  liabilities,  a  change  in the  mix of
interest-bearing  liabilities  towards  the  higher  paying  categories  of time
certificates,  Federal funds, and junior  subordinated  debt, and lower yield on
loans.  During the  quarter  ended March 31,  2005,  the ratio of loans to total
interest-earning  assets was 80%  compared to 76% in the year-ago  quarter.  The
increase in interest  income due to the increase in loan volume more than offset
the effect of the 21 basis point  decrease in average  loan yield.  As a result,
the average yield on total  earning  assets only  decreased 5 basis points.  The
average rate paid on interest-bearing liabilities increased 25 basis points.


                                      -18-

<PAGE>

Summary of Average Balances, Yields/Rates and Interest Differential
The following table presents,  for the periods indicated,  information regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the amounts of interest income from average earning assets and resulting yields,
and the amount of interest expense paid on interest-bearing liabilities. Average
loan balances include  nonperforming  loans.  Interest income includes  proceeds
from  loans on  nonaccrual  loans  only to the extent  cash  payments  have been
received and applied to interest income.  Yields on securities and certain loans
have been adjusted  upward to reflect the effect of income  thereon  exempt from
federal  income  taxation  at  the  current   statutory  tax  rate  (dollars  in
thousands).

<TABLE>
<CAPTION>

                                                          For the three months ended
                                       ----------------------------------------------------------------
                                                March 31, 2005                  March 31, 2004
                                       -----------------------------   --------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------   --------------------------------
<S>                                       <C>        <C>       <C>          <C>      <C>        <C>
Assets:
Loans                                  $1,167,039  $19,527     6.69%     $970,793  $16,739     6.90%
Investment securities - taxable           264,015    2,690     4.08%      270,358    2,721     4.03%
Investment securities - nontaxable         32,366      656     8.11%       35,472      691     7.79%
Federal funds sold                            608        4     2.63%        4,409       10     0.91%
                                       -----------------------------   --------------------------------
   Total earning assets                 1,464,028   22,877     6.25%    1,281,032   20,161     6.30%
Other assets                              164,799                         159,921
                                       ----------                      ----------
Total assets                           $1,628,827                      $1,440,953
                                       ==========                      ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $239,282      121     0.20%     $222,508      100     0.18%
Savings deposits                          482,461      870     0.72%      467,740      907     0.78%
Time deposits                             330,343    2,094     2.54%      271,138    1,442     2.13%
Federal funds purchased                    28,569      172     2.41%       13,292       34     1.02%
Other borrowings                           28,112      327     4.65%       22,880      320     5.59%
Junior subordinated debt                   41,238      537     5.21%       20,619      211     4.09%
                                       -----------------------------   --------------------------------
   Total interest-bearing liabilities   1,150,005    4,121     1.43%    1,018,177    3,014     1.18%
Noninterest-bearing deposits              310,978                         270,318
Other liabilities                          26,580                          23,325
Shareholders' equity                      141,264                         129,133
                                       ----------                      ----------
Total liabilities and shareholders'
  equity                               $1,628,827                      $1,440,953
                                       ==========                      ==========
Net interest spread(1)                                         4.82%                           5.12%
Net interest income and interest margin(2)         $18,756     5.12%               $17,147     5.35%
                                                   =================               =================

</TABLE>

(1)  Net interest spread represents the average yield earned on assets minus the
     average rate paid on interest-earning assets minus the average rate paid on
     interest-bearing liabilities.
(2)  Net  interest  margin is computed by  calculating  the  difference  between
     interest  income and  expense,  divided by the  average  balance of earning
     assets.

                                      -19-

<PAGE>

Summary of  Changes in  Interest  Income and  Expense  due to Changes in Average
Asset and Liability Balances and Yields Earned and Rates Paid

The following  table sets forth a summary of the changes in interest  income and
interest expense from changes in average asset and liability  balances  (volume)
and changes in average  interest  rates for the periods  indicated.  Changes not
solely  attributable to volume or rates have been allocated in proportion to the
respective volume and rate components (dollars in thousands).

                                             Three months ended March 31, 2005
                                                compared with three months
                                                   ended March 31, 2004
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                         $3,385      ($597)     $2,788
Investment securities                           (105)        39         (66)
Federal funds sold                                (9)         3          (6)
                                             ---------------------------------
   Total earning assets                        3,271       (555)      2,716
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                   8         13          21
Savings deposits                                  29        (66)        (37)
Time deposits                                    315        337         652
Federal funds purchased                           39         99         138
Other borrowings                                  73        (66)          7
Junior subordinated debt                         211        115         326
                                             ---------------------------------
   Total interest-bearing liabilities            675        432       1,107
                                             ---------------------------------
Increase (decrease) in Net Interest Income    $2,596      ($987)     $1,609
                                             =================================

Provision for Loan Losses
The  Company  provided  $100,000  for loan  losses in the first  quarter of 2005
versus $613,000 in the first quarter of 2004.  During the first quarter of 2005,
the Company recorded $62,000 of net loan charge-offs versus $126,000 of net loan
charge-offs in the year earlier quarter.

Noninterest Income
The following  table  summarizes the  components of  noninterest  income for the
periods indicated (dollars in thousands).

                                              Three months ended March 31,
                                              ----------------------------
                                                   2005           2004
                                              ----------------------------
     Service charges on deposit accounts         $3,034         $3,197
     ATM fees and interchange                       712            581
     Other service fees                             484            463
     Amortization of mortgage servicing rights     (168)          (190)
     Recovery of mortgage servicing rights
       valuation allowance                            -             30
     Gain on sale of loans                          292            625
     Commissions on sale of
       nondeposit investment products               532            542
     Increase in cash value of life insurance       220            432
     Other noninterest income                       221             75
                                              ----------------------------
     Total noninterest income                    $5,327         $5,755
                                              ============================

Noninterest  income for the first quarter of 2005 decreased $428,000 (7.4%) from
the  year-ago  quarter.  The  decrease in  noninterest  income from the year-ago
quarter was mainly due to a $333,000 (53.3%)  decreases in gain on sale of loans
to $292,000,  and a $212,000 (49.1%)  reduction in the increase in cash value of
life  insurance to $220,000.  The decrease in gain on sale of loans was due to a
continued  slowdown in mortgage  refinancing.  The  reduction in the increase in
cash  value of life  insurance  was due to lower  earning  rates on the  related
insurance  policies.  Service  charges  and  fees,  including  those on  deposit
accounts,  ATM usage,  and other, on a combined basis were  essentially  flat at
$4,230,000  in the quarter  ended March 31, 2005  compared to  $4,241,000 in the
year-ago  quarter.  This flatness was mainly due to a decrease in rejected check
charges.

                                      -20-

<PAGE>

Noninterest Expense
The following  table  summarizes the  components of noninterest  expense for the
periods indicated (dollars in thousands).

                                              Three months ended March 31,
                                              ----------------------------
                                                   2005           2004
                                              ----------------------------
     Salaries & benefits                          $8,369         $8,167
     Equipment                                       980            943
     Occupancy                                       993            937
     Professional fees                               407            509
     Telecommunications                              384            375
     Data processing and software                    374            383
     ATM network charges                             371            295
     Intangible amortization                         343            331
     Advertising and marketing                       342            191
     Courier service                                 278            262
     Postage                                         237            232
     Assessments                                      76             72
     Operational losses                               26             40
     Other                                         1,933          1,646
                                              ----------------------------
     Total                                       $15,113        $14,383
                                              ============================
     Average full time equivalent staff              565            532
     Noninterest expense to revenue (FTE)         62.75%         62.80%

Noninterest  expense for the first  quarter of 2005  increased  $730,000  (5.1%)
compared to the first quarter of 2004.  Salaries and benefits expense  increased
$202,000 (2.5%) to $8,369,000. The increase in salaries and benefits expense was
mainly  due to annual  salary  increases,  and new  employees  at the  Company's
recently opened branches in Turlock (April 2004),  Woodland (November 2004), and
Lincoln  (February  2005).  Other  categories  of  noninterest  expense  such as
equipment,  occupancy,  ATM network charges, and other also increased,  in part,
due to these newly opened branches.  Advertising and marketing expense increased
$151,000 (79%) to $342,000.

Provision for Income Tax
The  effective  tax rate for the three months ended March 31, 2005 was 39.3% and
reflects an increase from 37.6% for the three months  ended March 31, 2004.  The
provision for income taxes for all periods  presented is primarily  attributable
to the respective  level of earnings and the incidence of allowable  deductions,
particularly from increase in cash value of life insurance, tax-exempt loans and
state and municipal securities.



                                      -21-

<PAGE>

Classified Assets
The  Company  closely  monitors  the  markets in which it  conducts  its lending
operations  and  continues  its strategy to control  exposure to loans with high
credit risk.  Asset reviews are performed  using grading  standards and criteria
similar to those employed by bank regulatory  agencies.  Assets receiving lesser
grades  fall  under  the  "classified  assets"  category,   which  includes  all
nonperforming  assets and potential problem loans, and receive an elevated level
of attention to ensure collection.

The following is a summary of classified assets on the dates indicated  (dollars
in thousands):

                               At March 31, 2005           At December 31, 2004
                           -------------------------    ------------------------
                             Gross Guaranteed  Net       Gross Guaranteed   Net
                           -----------------------------------------------------
Classified loans           $15,859   $8,263  $7,596    $22,337   $9,436  $12,901
Other classified assets          -        -       -          -        -        -
                           -----------------------------------------------------
Total classified assets    $15,859   $8,263  $7,596    $22,337   $9,436  $12,901
                           =====================================================

Allowance for losses/classified loans         213.2%                      124.5%
Allowance for loan losses/classified loans    191.7%                      112.6%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its  government-sponsored  agencies decreased $5,305,000 (41.1%) to
$7,596,000 at March 31, 2005 from $12,901,000 at December 31, 2004.

Nonperforming Loans
Loans are reviewed on an  individual  basis for  reclassification  to nonaccrual
status when any one of the following  occurs:  the loan becomes 90 days past due
as to  interest  or  principal,  the full and timely  collection  of  additional
interest or principal becomes  uncertain,  the loan is classified as doubtful by
internal credit review or bank regulatory  agencies,  a portion of the principal
balance has been charged off, or the Company takes possession of the collateral.
Loans that are placed on nonaccrual even though the borrowers  continue to repay
the  loans as  scheduled  are  classified  as  "performing  nonaccrual"  and are
included  in  total  nonperforming  loans.  The  reclassification  of  loans  as
nonaccrual does not necessarily reflect Management's judgment as to whether they
are collectible.

Interest income is not accrued on loans where Management has determined that the
borrowers  will  be  unable  to  meet  contractual   principal  and/or  interest
obligations,  unless the loan is well secured and in the process of  collection.
When a loan is placed on nonaccrual,  any previously accrued but unpaid interest
is  reversed.  Income on such loans is then  recognized  only to the extent that
cash is received  and where the future  collection  of  principal  is  probable.
Interest  accruals  are resumed on such loans only when they are  brought  fully
current  with  respect to interest and  principal  and when,  in the judgment of
Management, the loans are estimated to be fully collectible as to both principal
and interest.

Interest income on nonaccrual loans, which would have been recognized during the
three  months,  ended  March 31,  2005,  if all such  loans had been  current in
accordance with their original terms, totaled $408,000. Interest income actually
recognized  on these  loans  during the three  months  ended  March 31, 2005 was
$5,000.

The  Company's  policy is to place loans 90 days or more past due on  nonaccrual
status.  In some instances  when a loan is 90 days past due Management  does not
place  it on  nonaccrual  status  because  the loan is well  secured  and in the
process of  collection.  A loan is considered to be in the process of collection
if, based on a probable  specific  event,  it is expected  that the loan will be
repaid or brought current. Generally, this collection period would not exceed 30
days. Loans where the collateral has been repossessed are classified as OREO or,
if the collateral is personal  property,  the loan is classified as other assets
on the Company's financial statements.

                                      -22-

<PAGE>

Management considers both the adequacy of the collateral and the other resources
of the  borrower  in  determining  the steps to be taken to  collect  nonaccrual
loans.   Alternatives  that  are  considered  are  foreclosure,   collecting  on
guarantees, restructuring the loan or collection lawsuits.

As shown in the following table, total nonperforming assets net of guarantees of
the  U.S.  Government,  including  its  agencies  and  its  government-sponsored
agencies, decreased $834,000 (17.0%) to $4,072,000 during the first three months
of 2005. Nonperforming assets net of guarantees represent 0.25% of total assets.
All nonaccrual loans are considered to be impaired when determining the need for
a specific valuation allowance. The Company continues to make a concerted effort
to work problem and potential problem loans to reduce risk of loss.

<TABLE>
<CAPTION>

 (dollars in thousands):
                                                  At March 31, 2005           At December 31, 2004
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
<S>                                             <C>       <C>      <C>       <C>      <C>      <C>
Performing nonaccrual loans                    $9,305   $7,347   $1,958    $11,043  $7,442   $3,601
Nonperforming, nonaccrual loans                 2,288      174    2,114      1,418     174    1,244
                                              ------------------------------------------------------
     Total nonaccrual loans                    11,593    7,521    4,072     12,461   7,616    4,845
Loans 90 days past due and still accruing           -        -        -         61       -       61
                                              ------------------------------------------------------
Total nonperforming loans                      11,593    7,521    4,072     12,522   7,616    4,906
Other real estate owned                             -        -        -          -       -        -
                                              ------------------------------------------------------
Total nonperforming assets                    $11,593   $7,521   $4,072    $12,522  $7,616   $4,906
                                              ======================================================
Nonperforming loans/total loans                                   0.34%                       0.42%
Nonperforming assets/total assets                                 0.25%                       0.30%
Allowance for losses/nonperforming loans                           398%                        327%
Allowance for loan losses/nonperforming loans                      358%                        296%

</TABLE>


Allowance for Loan Losses
Credit  risk is inherent in the  business of lending.  As a result,  the Company
maintains  an  Allowance  for Loan  Losses  to  absorb  losses  inherent  in the
Company's  loan  portfolio.  This is  maintained  through  periodic  charges  to
earnings.  These  charges are shown in the  Consolidated  Income  Statements  as
provision for loan losses. All specifically identifiable and quantifiable losses
are  immediately  charged off against the allowance.  However,  for a variety of
reasons,  not all losses are immediately known to the Company and, of those that
are known,  the full extent of the loss may not be quantifiable at that point in
time.  The balance of the Company's  Allowance for Loan Losses is meant to be an
estimate of these unknown but probable  losses  inherent in the  portfolio.  For
purposes of this discussion, "loans" shall include all loans and lease contracts
that are part of the Company's portfolio.

The Company  formally  assesses  the  adequacy of the  allowance  on a quarterly
basis.  Determination  of the  adequacy is based on ongoing  assessments  of the
probable  risk in the  outstanding  loan  portfolio,  and to a lesser extent the
Company's loan commitments. These assessments include the periodic re-grading of
credits based on changes in their individual  credit  characteristics  including
delinquency,  seasoning,  recent financial performance of the borrower, economic
factors, changes in the interest rate environment,  growth of the portfolio as a
whole or by segment, and other factors as warranted.  Loans are initially graded
when  originated.  They are  re-graded as they are renewed,  when there is a new
loan to the same borrower,  when identified facts demonstrate heightened risk of
nonpayment,  or if they become  delinquent.  Re-grading of larger  problem loans
occur at least quarterly.  Confirmation of the quality of the grading process is
obtained by  independent  credit reviews  conducted by consultants  specifically
hired for this purpose and by various bank regulatory agencies.

                                      -23-

<PAGE>

The Company's method for assessing the appropriateness of the allowance for loan
losses and the reserve for unfunded commitments includes specific allowances for
identified problem loans and leases as determined by SFAS 114, formula allowance
factors for pools of credits, and allowances for changing  environmental factors
(e.g., interest rates, growth, economic conditions, etc.). Allowance factors for
loan  pools are based on the  previous 5 years  historical  loss  experience  by
product type.  Allowances  for specific  loans are based on SFAS 114 analysis of
individual   credits.   Allowances  for  changing   environmental   factors  are
Management's  best estimate of the probable impact these changes have had on the
loan  portfolio as a whole.  This process is explained in detail in the notes to
the  Company's  Consolidated  Financial  Statements in its Annual Report on Form
10-K for the year ended December 31, 2004.

Based on the current conditions of the loan portfolio,  Management believes that
the  allowance for loan losses and the reserve for unfunded  commitments,  which
collectively  stand at  $16,195,000  at March 31,  2005,  are adequate to absorb
probable losses  inherent in the Company's loan  portfolio.  No assurance can be
given, however, that adverse economic conditions or other circumstances will not
result in increased losses in the portfolio.

The  following  tables  summarize the activity in the allowance for loan losses,
reserve for unfunded  commitments,  and allowance for losses (which is comprised
of the allowance for loan losses and the reserve for unfunded  commitments)  for
the periods indicated (dollars in thousands):

                                        Three months ended March 31,
                                        ----------------------------
                                             2005           2004
                                        ----------------------------
     Allowance for loan losses:
     Balance at beginning of period        $14,525        $12,890
     Provision for loan losses                 100            613
     Loans charged off                        (295)          (188)
     Recoveries of previously
       charged-off loans                       233             62
                                        ----------------------------
         Net charge-offs                       (62)          (126)
                                        ----------------------------
     Balance at end of period              $14,563        $13,377
                                        ============================

     Reserve for unfunded commitments:
     Balance at beginning of period         $1,532           $883
     Provision for losses -
       unfunded commitments                    100             37
                                        ----------------------------
     Balance at end of period               $1,632           $920
                                        ============================

     Balance at end of period:
     Allowance for loan losses             $14,563        $13,377
     Reserve for unfunded commitments        1,632            920
                                        ----------------------------
     Allowance for losses                  $16,195        $14,297
                                        ============================
     As a percentage of total loans:
     Allowance for loan losses               1.23%          1.35%
     Reserve for unfunded commitments        0.14%          0.09%
                                        ----------------------------
     Allowance for losses                    1.37%          1.44%
                                        ============================


                                      -24-

<PAGE>

Capital Resources
The  current  and  projected  capital  position of the Company and the impact of
capital plans and long-term strategies are reviewed regularly by Management.

On March 11, 2004, the Company's Board of Directors approved a two-for-one stock
split of its common  stock.  The stock split was effected in the form of a stock
dividend that entitled  each  shareholder  of record at the close of business on
April 9, 2004 to receive one  additional  share for every share of TriCo  common
stock held on that date.  Shares  resulting  from the split were  distributed on
April 30, 2004.

Also at its  meeting  on March 11,  2004,  the Board of  Directors  approved  an
increase in the maximum number of shares to be  repurchased  under the Company's
stock  repurchase  plan  originally  announced  on July 31, 2003 from 250,000 to
500,000 effective on April 9, 2004, solely to conform with the two-for-one stock
split noted above. The 250,000 shares originally authorized for repurchase under
this  plan  represented   approximately  3.2%  of  the  Company's  approximately
7,852,000 common shares outstanding as of July 31, 2003. This plan has no stated
expiration date for the repurchases, which may occur from time to time as market
conditions  allow.  As of March 31, 2005,  the Company had  repurchased  236,400
shares under this plan as adjusted for the 2-for-1 stock split paid on April 30,
2004, which left 263,600 shares available for repurchase under the plan.

The  Company's  primary  capital  resource is  shareholders'  equity,  which was
$139,634,000 at March 31, 2005. This amount represents an increase of $1,502,000
from December 31, 2004,  the net result of  comprehensive  income for the period
($3,349,000) and the issuance of common shares via the exercise of stock options
($171,000),  partially  offset by the repurchase of common stock  ($286,000) and
dividends paid  ($1,732,000).  The Company's ratio of equity to total assets was
8.43%,  8.92%,  and 8.49% as of March 31, 2005, March 31, 2004, and December 31,
2004,   respectively.   The  following  summarizes  the  ratios  of  capital  to
risk-adjusted assets for the periods indicated:


                                At March 31,         At            Minimum
                            -----------------    December 31,    Regulatory
                             2005       2004        2004         Requirement
                            ------------------------------------------------
     Tier I Capital         10.81%     10.31%      10.67%           4.00%
     Total Capital          11.91%     11.49%      11.86%           8.00%
     Leverage ratio          9.95%      8.80%       9.86%           4.00%


Off-Balance Sheet Items
The Bank has certain  ongoing  commitments  under  operating and capital leases.
These commitments do not significantly impact operating results. As of March 31,
2005 commitments to extend credit and commitments  related to the Bank's deposit
overdraft  privilege  product were the Bank's only  financial  instruments  with
off-balance  sheet  risk.  The  Bank has not  entered  into  any  contracts  for
financial  derivative   instruments  such  as  futures,   swaps,  options,  etc.
Commitments to extend credit were  $474,291,000  and  $445,054,000  at March 31,
2005 and December 31, 2004, respectively, and represent 40.1% of the total loans
outstanding  at March 31, 2005 versus 38.0% at December  31,  2004.  Commitments
related to the Bank's deposit overdraft  privilege  product totaled  $31,348,000
and $28,815,000 at March 31, 2005 and December 31, 2004, respectively.

                                      -25-

<PAGE>

Certain Contractual Obligations

The following chart summarizes certain contractual obligations of the Company as
of December 31, 2004:

<TABLE>
<CAPTION>

                                                              Less than        1-3          3-5       More than
(dollars in thousands)                             Total      one year        years        years       5 years
                                                ------------------------------------------------------------------
<S>                                                 <C>          <C>           <C>          <C>           <C>
Federal funds purchased                           $46,400      $46,400           -            -             -
FHLB loan, fixed rate of 5.41%
   payable on April 7, 2008, callable
   in its entirety by FHLB on a quarterly
   basis beginning April 7, 2003                   20,000            -           -      $20,000             -
FHLB loan, fixed rate of 5.35%
   payable on December 9, 2008                      1,500            -           -        1,500             -
FHLB loan, fixed rate of 5.77%
   payable on February 23, 2009                     1,000            -           -       $1,000             -
Capital lease obligation on premises,
   effective rate of 13% payable
   monthly in varying amounts
   through December 1, 2009                           344            -           -          344             -
Other collateralized borrowings,
   fixed rate of  0.91% payable on January 2, 2005  5,308        5,308           -            -             -
Junior subordinated debt, adjustable rate
   of three-month LIBOR plus 3.05%,
   callable in whole or in part by the
   Company on a quarterly basis beginning
   October 7, 2008, matures October 7, 2033        20,619            -           -            -        20,619
Junior subordinated debt, adjustable rate
   of three-month LIBOR plus 2.55%,
   callable in whole or in part by the
   Company on a quarterly basis beginning
   July 23, 2009, matures July 23, 2034            20,619            -           -            -        20,619
Operating lease obligations                         6,806        1,327      $2,202        1,662         1,615
Deferred compensation plans(1)                      1,544          262         462          427           393
Supplemental retirement plans(1)                    4,996          488         956          926         2,626
Employment agreements                                 233          115         118            -             -
                                                ------------------------------------------------------------------
Total contractual obligations                    $129,369      $53,900      $3,738      $25,859       $45,872
                                                ==================================================================

</TABLE>

(1)  These amounts  represent known certain  payments to participants  under the
     Company's deferred compensation and supplemental retirement plans.



                                      -26-

<PAGE>

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Asset and Liability Management
The goal for managing the assets and  liabilities  of the Company is to maximize
shareholder  value and earnings while  maintaining a high quality  balance sheet
without exposing the Company to undue interest rate risk. The Board of Directors
has overall  responsibility  for the  Company's  interest  rate risk  management
policies.  The Company has an Asset and Liability  Management  Committee  (ALCO)
which establishes and monitors guidelines to control the sensitivity of earnings
to changes in interest rates.

Activities involved in asset/liability management include but are not limited to
lending,  accepting and placing  deposits,  investing in securities  and issuing
debt.   Interest  rate  risk  is  the  primary  market  risk   associated   with
asset/liability  management.  Sensitivity  of earnings to interest  rate changes
arises when yields on assets change in a different time period or in a different
amount from that of interest  costs on  liabilities.  To mitigate  interest rate
risk, the structure of the balance sheet is managed with the goal that movements
of interest  rates on assets and  liabilities  are  correlated and contribute to
earnings  even in  periods  of  volatile  interest  rates.  The  asset/liability
management  policy  sets  limits on the  acceptable  amount of  variance  in net
interest margin,  net income and market value of equity under changing  interest
environments.  Market value of equity is the net present value of estimated cash
flows from the Company's  assets,  liabilities and off-balance  sheet items. The
Company uses simulation  models to forecast net interest margin,  net income and
market value of equity.

Simulation of net interest  margin,  net income and market value of equity under
various  interest  rate  scenarios is the primary tool used to measure  interest
rate risk. Using computer-modeling  techniques,  the Company is able to estimate
the potential  impact of changing  interest  rates on net interest  margin,  net
income and market value of equity.  A balance sheet  forecast is prepared  using
inputs  of  actual  loan,   securities  and  interest-bearing   liability  (i.e.
deposits/borrowings) positions as the beginning base.

In the simulation of net interest  margin and net income under various  interest
rate scenarios,  the forecast balance sheet is processed  against seven interest
rate  scenarios.  These  seven  interest  rate  scenarios  include  a flat  rate
scenario,  which assumes  interest  rates are  unchanged in the future,  and six
additional rate ramp scenarios ranging from +300 to -300 basis points around the
flat scenario in 100 basis point  increments.  These ramp scenarios  assume that
interest  rates  increase  or  decrease  evenly  (in a  "ramp"  fashion)  over a
twelve-month period and remain at the new levels beyond twelve months.

In the  simulation  of  market  value of  equity  under  various  interest  rate
scenarios,  the forecast balance sheet is processed  against seven interest rate
scenarios.  These seven interest rate  scenarios  include the flat rate scenario
described  above,  and six additional rate shock scenarios  ranging from +300 to
-300 basis points around the flat scenario in 100 basis point increments.  These
rate shock scenarios assume that interest rates increase or decrease immediately
(in a "shock" fashion) and remain at the new level in the future.

At March 31, 2005,  the results of the  simulations  noted above  indicate  that
given a "flat"  balance  sheet  scenario,  and if deposit  rates  track  general
interest  rate changes by  approximately  50%, the  Company's  balance  sheet is
slightly  liability  sensitive.  "Liability  sensitive"  implies  that  earnings
decrease when interest rates rise,  and increase when interest  rates  decrease.
The  magnitude of all the  simulation  results  noted above is within the Bank's
policy guidelines. The asset liability management policy limits aggregate market
risk, as measured in this fashion,  to an acceptable level within the context of
risk-return trade-offs.

The simulation  results noted above do not incorporate  any management  actions,
which might  moderate the negative  consequences  of interest  rate  deviations.
Therefore,  they do not reflect likely actual results, but serve as conservative
estimates of interest rate risk.

At March 31, 2005 and 2004, the Company had no derivative financial instruments.

                                      -27-

<PAGE>

Liquidity
The  Company's  principal  source of asset  liquidity is federal  funds sold and
marketable  investment securities available for sale. At March 31, 2005, federal
funds sold and investment  securities  available for sale totaled  $293,911,000,
representing  an increase of $7,898,000  or 2.8% from  December 31, 2004,  and a
decrease of  $13,736,000  or 4.5% from March 31, 2004. In addition,  the Company
generates  additional  liquidity  from its operating  activities.  The Company's
profitability  during the first three months of 2005  generated  cash flows from
operations of $7,446,000 compared to $6,506,000 during the first three months of
2004. Additional cash flows may be provided by financing  activities,  primarily
the  acceptance of deposits and borrowings  from banks.  Sales and maturities of
investment  securities  produced  cash inflows of  $14,244,000  during the three
months ended March 31, 2005 compared to  $19,662,000  for the three months ended
March 31,  2004.  During the three  months  ended  March 31,  2005,  the Company
invested   $25,525,000  and  $9,528,000  in  securities  and  net  loan  growth,
respectively, compared to $15,249,000 and $11,731,000 invested in securities and
net loan  growth,  respectively,  during the first three  months of 2004.  These
changes  in  investment  and loan  balances  contributed  to net  cash  used for
investing  activities  of  $22,317,000  during the three  months ended March 31,
2005,  compared to net cash used for investing  activities of $7,931,000  during
the three months ended March 31, 2004. Financing activities provided net cash of
$22,380,000  during the three months ended March 31, 2005,  compared to net cash
used by financing  activities of $23,936,000 during the three months ended March
31,  2004.  Deposit  balance  increases  and  exercise of common  stock  options
accounted  for  $49,916,000   and  $158,000  of  financing   sources  of  funds,
respectively,  during the three months ended March 31, 2005, compared to deposit
balance  increases  and exercise of common  stock  options  that  accounted  for
$3,116,000 and $540,000 of financing sources of funds, respectively,  during the
three months ended March 31, 2004. Dividends paid used $1,732,000 and $1,589,000
of cash  during  the  three  months  ended  March 31,  2005 and March 31,  2004,
respectively. A decrease in Federal funds purchased and the repurchase of common
stock used  $25,700,000 and $286,000 of cash,  respectively,  during the quarter
ended March 31, 2005.  Also,  the Company's  liquidity is dependent on dividends
received  from  the  Bank.  Dividends  from  the Bank  are  subject  to  certain
regulatory restrictions.

Item 4.  Controls and Procedures
The Chief Executive  Officer,  Richard Smith,  and the Chief Financial  Officer,
Thomas Reddish, evaluated the effectiveness of the Company's disclosure controls
and  procedures  as of  March  31,  2005  ("Evaluation  Date").  Based  on  that
evaluation,  they  concluded  that  as of  the  Evaluation  Date  the  Company's
disclosure  controls and procedures are effective to allow timely  communication
to them of  information  relating  to the  Company  and the Bank  required to be
disclosed in its filings with the  Securities  and Exchange  Commission  ("SEC")
under  the  Securities  Exchange  Act of  1934,  as  amended  ("Exchange  Act").
Disclosure  controls and  procedures are Company  controls and other  procedures
that are  designed to ensure that  information  required to be  disclosed by the
Company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.

No changes in the Company's  internal control over financial  reporting occurred
during  the  first  quarter  of  2005  that  have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.


                                      -28-

<PAGE>

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

Due to the nature of the banking business, the Bank is at times party to various
legal actions;  all such actions are of a routine nature and arise in the normal
course of business of the Bank.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows information concerning the common stock repurchased by
the Company  during the first quarter of 2005  pursuant to the  Company's  stock
repurchase plan  originally  announced on July 31, 2003, as amended on March 11,
2004, to conform with the Company's  two-for-one  stock split effective on April
9, 2004,  which is discussed in more detail under  "Capital  Resources"  in this
report:

<TABLE>
<CAPTION>

Period          (a) Total number    (b) Average price   (c) Total number of     (d) Maximum number
                of Shares purchased  paid per share     shares purchased as     of shares that may yet
                                                        part of publicly        be purchased under the
                                                        announced plans or      plans or programs
                                                        programs
-----------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                   <C>                    <C>
Jan. 1-31, 2005             -              -                        -                 277,400
Feb. 1-28, 2005             -              -                        -                 277,400
Mar. 1-31, 2005        13,800            $20.78                13,800                 263,600
-----------------------------------------------------------------------------------------------------------
Total                  13,800            $20.78                13,800                 263,600

</TABLE>

Item 6 - Exhibits

     3.1*      Restated  Articles of  Incorporation  dated May 9, 2003, filed as
               Exhibit  3.1 to  TriCo's  Quarterly  Report  on Form 10-Q for the
               quarter ended March 31, 2003.

     3.2*      Bylaws of TriCo Bancshares,  as amended,  filed as Exhibit 3.2 to
               TriCo's Form S-4  Registration  Statement  dated January 16, 2003
               (No. 333-102546).

     4*        Certificate of  Determination  of Preferences of Series AA Junior
               Participating  Preferred  Stock  filed as Exhibit  3.3 to TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2001.

     10.1*     Rights  Agreement  dated June 25, 2001,  between TriCo and Mellon
               Investor  Services  LLC filed as  Exhibit 1 to  TriCo's  Form 8-A
               dated July 25, 2001.

     10.2*     Form of Change of Control Agreement dated July 20, 2004,  between
               TriCo  and each of Craig  Carney,  Gary  Coelho,  W.R.  Hagstrom,
               Andrew  Mastorakis,  Rick  Miller,  Richard  O'Sullivan,   Thomas
               Reddish,  and Ray Rios filed as Exhibit 10.2 to TriCo's Quarterly
               Report on Form 10-Q for the quarter ended June 30, 2004.

     10.3*     TriCo's 1993 Non-Qualified Stock Option Plan filed as Exhibit 4.1
               to TriCo's Form S-8 Registration Statement dated January 18, 1995
               (No. 33-88704).

     10.4*     TriCo's  Non-Qualified  Stock Option Plan filed as Exhibit 4.2 to
               TriCo's Form S-8  Registration  Statement  dated January 18, 1995
               (No. 33-88704).

                                      -29-

<PAGE>

     10.5*     TriCo's  Incentive  Stock  Option  Plan filed as  Exhibit  4.3 to
               TriCo's Form S-8  Registration  Statement  dated January 18, 1995
               (No. 33-88704).

     10.6*     TriCo's 1995 Incentive  Stock Option Plan filed as Exhibit 4.1 to
               TriCo's  Form S-8  Registration  Statement  dated August 23, 1995
               (No. 33-62063).

     10.7*     TriCo's 2001 Stock  Option Plan as amended  filed as Exhibit 10.7
               to TriCo's Annual Report on Form 10-K for the year ended December
               31, 2004.

     10.8*     Employment  Agreement between TriCo and Richard Smith dated April
               20,  2004 filed as Exhibit  10.8 to TriCo's  Quarterly  Report on
               Form 10-Q for the quarter ended June 30, 2004.

     10.9*     Tri Counties  Bank  Executive  Deferred  Compensation  Plan dated
               September  1, 1987,  as restated  April 1, 1992,  and amended and
               restated effective as of January 1, 2004 filed as Exhibit 10.9 to
               TriCo's  Quarterly Report on Form 10-Q for the quarter ended June
               30, 2004.

     10.10*    Tri  Counties  Bank  Deferred  Compensation  Plan  for  Directors
               effective April 1, 1992, as amended and restated  effective as of
               January  1, 2004  filed as  Exhibit  10.10 to  TriCo's  Quarterly
               Report on Form 10-Q for the quarter ended June 30, 2004.

     10.11*    Amendments to Tri Counties Bank Executive  Deferred  Compensation
               Plan referenced at Exhibit 10.9,  effective as of January 1, 2005
               filed as Exhibit 10.11 to TriCo's  Annual Report on Form 10-K for
               the year ended December 31, 2004.

     10.12*    Amendments to Tri Counties Bank  Deferred  Compensation  Plan for
               Directors referenced at Exhibit 10.10, effective as of January 1,
               2005 filed as Exhibit 10.12 to TriCo's Annual Report on Form 10-K
               for the year ended December 31, 2004.

     10.13*    Tri Counties  Bank  Supplemental  Retirement  Plan for  Directors
               dated September 1, 1987, as restated January 1, 2001, and amended
               and  restated  January 1, 2004 filed as Exhibit  10.12 to TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

     10.14*    2004 TriCo Bancshares  Supplemental Retirement Plan for Directors
               effective  January  1, 2004  filed as  Exhibit  10.13 to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

     10.15*    Tri  Counties  Bank   Supplemental   Executive   Retirement  Plan
               effective  September 1, 1987, as amended and restated  January 1,
               2004 filed as Exhibit 10.14 to TriCo's  Quarterly  Report on Form
               10-Q for the quarter ended June 30, 2004.

     10.16*    2004 TriCo  Bancshares  Supplemental  Executive  Retirement  Plan
               effective  January  1, 2004  filed as  Exhibit  10.15 to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

                                      -30-

<PAGE>

     10.17*    Form of Joint  Beneficiary  Agreement  effective  March 31,  2003
               between Tri Counties  Bank and each of George  Barstow,  Dan Bay,
               Ron Bee, Craig Carney,  Robert Elmore, Greg Gill, Richard Miller,
               Andrew Mastorakis,  Richard  O'Sullivan,  Thomas Reddish,  Jerald
               Sax,  and  Richard  Smith,  filed as  Exhibit  10.14  to  TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2003.

     10.18*    Form of Joint  Beneficiary  Agreement  effective  March 31,  2003
               between Tri Counties Bank and each of Don Amaral,  William Casey,
               Craig Compton, John Hasbrook,  Michael Koehnen, Wendell Lundberg,
               Donald Murphy,  Carroll  Taresh,  and Alex  Vereshagin,  filed as
               Exhibit  10.15 to TriCo's  Quarterly  Report on Form 10-Q for the
               quarter ended September 30, 2003.

     10.19*    Form of  Tri-Counties  Bank  Executive  Long Term Care  Agreement
               effective  June 10, 2003  between Tri  Counties  Bank and each of
               Craig  Carney,   Andrew  Mastorakis,   Richard  Miller,   Richard
               O'Sullivan, and Thomas Reddish, filed as Exhibit 10.16 to TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2003.

     10.20*    Form of  Tri-Counties  Bank  Director  Long Term  Care  Agreement
               effective June 10, 2003 between Tri Counties Bank and each of Don
               Amaral,  William  Casey,  Craig Compton,  John Hasbrook,  Michael
               Koehnen,  Donald Murphy,  Carroll Taresh,  and Alex  Verischagin,
               filed as Exhibit 10.17 to TriCo's  Quarterly  Report on Form 10-Q
               for the quarter ended September 30, 2003.

     10.21*    Form of  Indemnification  Agreement between TriCo  Bancshares/Tri
               Counties Bank and each of the  directors of TriCo  Bancshares/Tri
               Counties  Bank  effective on the date that each director is first
               elected,  filed as Exhibit 10.18 to TriCo'S Annual Report on Form
               10-K for the year ended December 31, 2003.

     10.22*    Form of  Indemnification  Agreement between TriCo  Bancshares/Tri
               Counties Bank and each of Craig  Carney,  W.R.  Hagstrom,  Andrew
               Mastorakis, Rick Miller, Richard O'Sullivan,  Thomas Reddish, Ray
               Rios,  and  Richard  Smith  filed as  Exhibit  10.21  to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

     21.1      Tri  Counties  Bank,  a  California  banking  corporation,  TriCo
               Capital  Trust I, a Delaware  business  trust,  and TriCo Capital
               Trust II, a Delaware business trust, are the only subsidiaries of
               Registrant

     31.1      Rule 13a-14(a)/15d-14(a) Certification of CEO

     31.2      Rule 13a-14(a)/15d-14(a) Certification of CFO

     32.1      Section 1350 Certification of CEO

     32.2      Section 1350 Certification of CFO

       * Previously filed and incorporated by reference.

                                      -31-

<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 hereunto duly authorized.

                                     TRICO BANCSHARES
                                       (Registrant)

Date:  May 4, 2005                   /s/ Thomas J. Reddish
                                     -----------------------------------
                                     Thomas J. Reddish
                                     Executive Vice President and
                                     Chief Financial Officer
















                                      -32-

<PAGE>

EXHIBITS

Exhibit 31.1

Rule 13a-14/15d-14 Certification of CEO

I, Richard P. Smith, certify that;

    1.    I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
    2.    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
    3.    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
    4.    The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this quarterly report is being prepared;
          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures  and presented in this  quarterly  report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this quarterly report based on such evaluation; and
          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               quarter  in the case of an  annual  report)  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting;
    5.    The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors;
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.



Date: May 4, 2005                       /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer

                                      -33-

<PAGE>

Exhibit 31.2

Rule 13a-14/15d-14 Certification of CFO

I, Thomas J. Reddish, certify that;

    1.    I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
    2.    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
    3.    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
    4.    The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this quarterly report is being prepared;
          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures  and presented in this  quarterly  report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this quarterly report based on such evaluation; and
          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               quarter  in the case of an  annual  report)  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting;
    5.    The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors;
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.



Date: May 4, 2005                       /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and Chief
                                        Financial Officer

                                      -34-

<PAGE>

Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended March 31, 2005 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I,  Richard P. Smith,
President and Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


        /s/ Richard P. Smith
        -------------------------------------
        Richard P. Smith
        President and Chief Executive Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

Section 1350 Certification of CFO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended March 31, 2005 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Thomas J. Reddish,
Vice President and Chief Financial Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


        /s/ Thomas J. Reddish
        -------------------------------------
        Thomas J. Reddish
        Executive Vice President and Chief Financial Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.

                                      -35-
[{"type": "10-Q", "sequence": "1", "filename": "tcb10q1q05.txt", "description": "TCBK 3/31/2005 - FORM 10-Q", "secsgml_size_bytes": 143284}]
{"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": "05800586"}, "business-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973", "phone": "5308980300"}, "mail-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended March 31, 2005                  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)

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

--------------------------------------------------------------------------------
(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
                                -----        -----

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of May 4, 2005:  15,686,049
TABLE OF CONTENTS

                                                                           Page

Forward Looking Statements                                                   1

PART I - FINANCIAL INFORMATION                                               2

  Item 1 - Financial Statements                                              2

    Notes to Unaudited Condensed Consolidated Financial Statements           6

    Financial Summary                                                       15

  Item 2 - Management's Discussion and Analysis of Financial                16
                 Condition and Results of Operations

  Item 3 - Quantitative and Qualitative Disclosures about Market Risk       27

  Item 4 - Controls and Procedures                                          28

PART II - OTHER INFORMATION                                                 29

  Item 1 - Legal Proceedings                                                29

  Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds      29

  Item 6 - Exhibits                                                         29

  Signatures                                                                32

  Exhibits                                                                  33
FORWARD-LOOKING STATEMENTS

This  report  on Form  10-Q  contains  forward-looking  statements  about  TriCo
Bancshares (the "Company") for which it claims the protection of the safe harbor
provisions  contained in the Private  Securities  Litigation Reform Act of 1995.
These forward-looking statements are based on Management's current knowledge and
belief and include  information  concerning  the  Company's  possible or assumed
future  financial  condition and results of operations.  When you see any of the
words "believes", "expects", "anticipates", "estimates", or similar expressions,
mean making forward-looking  statements.  A number of factors, some of which are
beyond the Company's  ability to predict or control,  could cause future results
to differ materially from those contemplated.  These factors include but are not
limited to:

    -     a slowdown in the national and California economies;
    -     the prospect of additional  terrorist attacks in the United States and
          the  uncertain  effect of these  events on the  national  and regional
          economies;
    -     changes in the interest rate environment and interest rate policies of
          the Federal Reserve Board;
    -     changes in the regulatory environment;
    -     significantly increasing competitive pressure in the banking industry;
    -     operational risks including data processing system failures or fraud;
    -     volatility of rate sensitive deposits;
    -     asset/liability matching risks and liquidity risks;
    -     changes in the level of nonperforming assets and charge-offs;
    -     acts of war and political instability;
    -     inflation, interest rate, securities market and monetary fluctuations;
    -     changes in the  financial  performance  or condition of the  Company's
          borrowers;
    -     changes  in  the  competitive   environment  among  financial  holding
          companies;
    -     changes  in  accounting  policies  as may  be  adopted  by  regulatory
          agencies,  as well as the Public Company  Accounting  Oversight Board,
          the Financial Accounting Standards Board and other accounting standard
          setters;  and
    -     changes in the Company's compensation and benefit plans.

The reader is directed to the Company's  annual report on Form 10-K for the year
ended  December 31, 2004,  for further  discussion of factors which could affect
the Company's  business and cause actual results to differ materially from those
expressed in any forward-looking statement made in this report.

                                      -1-
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
                                TRICO BANCSHARES
                           CONSOLIDATED BALANCE SHEETS
                  (In thousands, except share data; unaudited)

                                                                 At March 31,            At December 31,
                                                            2005              2004            2004
                                                      -------------------------------   -----------------
Assets:
     Cash and due from banks                              $77,365           $55,568           $70,037
     Federal funds sold                                       181                 -                 -
                                                      -------------------------------   -----------------
         Cash and cash equivalents                         77,546            55,568            70,037

     Securities available for sale                        293,730           307,647           286,013
     Federal Home Loan Bank stock, at cost                  6,781             4,830             6,781
     Loans, net of allowance for loan losses
         of $14,563, $13,377 and $14,525                1,167,870           980,688         1,158,442
     Foreclosed assets, net of allowance for
         losses of $180, $180 and $180                          -               924                 -
     Premises and equipment, net                           20,599            19,288            19,853
     Cash value of life insurance                          40,699            39,412            40,479
     Accrued interest receivable                            6,446             5,806             6,473
     Goodwill                                              15,519            15,519            15,519
     Intangible assets                                      5,065             5,755             5,408
     Other assets                                          21,357            15,926            18,501
                                                      -------------------------------   -----------------
         Total Assets                                  $1,655,612        $1,451,363        $1,627,506
                                                      ===============================   =================
Liabilities:
     Deposits:
         Noninterest-bearing demand                      $312,739          $260,299          $311,275
         Interest-bearing                               1,086,010           979,640         1,037,558
                                                      -------------------------------   -----------------
         Total deposits                                 1,398,749         1,239,939         1,348,833
     Federal funds purchased                               20,700            16,300            46,400
     Accrued interest payable                               3,384             2,507             3,281
     Reserve for unfunded commitments                       1,632               920             1,532
     Other liabilities                                     22,099            18,687            19,938
     Other borrowings                                      28,176            22,877            28,152
     Junior subordinated debt                              41,238            20,619            41,238
                                                      -------------------------------   -----------------
         Total Liabilities                              1,515,978         1,321,849         1,489,374
                                                      -------------------------------   -----------------
Commitments and contingencies
Shareholders' Equity:
     Common stock, no par value: 50,000,000
         shares authorized; issued and outstanding:
           15,733,517 at March 31, 2005                    70,808
           15,635,522 at March 31, 2004                                      69,568
           15,723,317 at December 31, 2004                                                     70,699
     Retained earnings                                     71,068            57,520            67,785
     Accumulated other comprehensive (loss) income, net    (2,242)            2,426              (352)
                                                      -------------------------------   -----------------
         Total Shareholders' Equity                       139,634           129,514           138,132
                                                      -------------------------------   -----------------
Total Liabilities and Shareholders' Equity             $1,655,612        $1,451,363        $1,627,506
                                                      ===================================================
Share and per share data for all  periods  have been  adjusted  to  reflect  the
2-for-1 stock split paid on April 30, 2004.
See accompanying notes to unaudited condensed consolidated financial statements.

                                      -2-
TRICO BANCSHARES
                        CONSOLIDATED STATEMENTS OF INCOME
                  (In thousands, except share data; unaudited)

                                                    Three months ended March 31,
                                                         2005           2004
                                                    ----------------------------

Interest and dividend income:
  Loans, including fees                                $19,527        $16,739
    Debt securities:
      Taxable                                            2,630          2,675
      Tax exempt                                           415            442
  Dividends                                                 60             46
  Federal funds sold                                         4             10
                                                    ----------------------------
     Total interest income                              22,636         19,912
                                                    ----------------------------
Interest Expense:
     Deposits                                            3,085          2,449
     Federal funds purchased                               172             34
     Other borrowings                                      327            320
     Junior subordinated debt                              537            211
                                                    ----------------------------
     Total interest expense                              4,121          3,014
                                                    ----------------------------
Net Interest Income                                     18,515         16,898
                                                    ----------------------------
Provision for loan losses                                  100            613
                                                    ----------------------------
Net Interest Income After Provision for Loan Losses     18,415         16,285
                                                    ----------------------------
Noninterest Income:
     Service charges and fees                            4,062          4,081
     Gain on sale of loans                                 292            625
     Commissions on sale of non-deposit
       investment products                                 532            542
     Increase in cash value of life insurance              220            432
     Other                                                 221             75
                                                    ----------------------------
     Total Noninterest Income                            5,327          5,755
                                                    ----------------------------
Noninterest Expense:
     Salaries and related benefits                       8,369          8,167
     Other                                               6,744          6,216
                                                    ----------------------------
     Total Noninterest Expense                          15,113         14,383
                                                    ----------------------------
Income Before Income Taxes                               8,629          7,657
                                                    ----------------------------
     Provision for income taxes                          3,390          2,880
                                                    ----------------------------
Net Income                                              $5,239         $4,777
                                                    ============================
Average Shares Outstanding                          15,729,725     15,616,540
Diluted Average Shares Outstanding                  16,366,705     16,212,845

Per Share Data
     Basic Earnings                                      $0.33          $0.31
     Diluted Earnings                                    $0.32          $0.29
     Dividends Paid                                      $0.11          $0.10

Share and per share data for all  periods  have been  adjusted  to  reflect  the
2-for-1 stock split paid on April 30, 2004.
See accompanying notes to unaudited condensed consolidated financial statements.

                                      -3-
TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                  (In thousands, except share data; unaudited)

                                                                     Accumulated
                                   Shares of                            Other
                                    Common     Common    Retained   Comprehensive
                                     Stock      Stock    Earnings   (Loss) Income     Total
                                 -------------------------------------------------------------
Balance at December 31, 2003      15,668,248   $69,767    $56,379       $1,814       $127,960
Comprehensive income:                                                               ----------
  Net income                                                4,777                       4,777
  Change in net unrealized gain
    on Securities available for
    sale, net                                                              612            612
                                                                                    ----------
  Total comprehensive income                                                            5,389
Stock options exercised              134,874       540                                    540
Tax benefit of stock options
  exercised                                          7                                      7
Repurchase of common stock          (167,600)     (746)    (2,047)                     (2,793)
Dividends paid ($0.10 per share)                           (1,589)                     (1,589)
                                 -------------------------------------------------------------
Balance at March 31, 2004         15,635,522   $69,568    $57,520       $2,426       $129,514
                                 =============================================================

Balance at December 31, 2004      15,723,317   $70,699    $67,785        ($352)      $138,132
Comprehensive income:                                                               ----------
  Net income                                                5,239                       5,239
  Change in net unrealized gain
    on Securities available for
    sale, net                                                           (1,890)        (1,890)
                                                                                    ----------
     Total comprehensive income                                                         3,349
Stock options exercised               24,000       158                                    158
Tax benefit of stock options
  exercised                                         13                                     13
Repurchase of common stock           (13,800)      (62)      (224)                       (286)
Dividends paid ($0.11 per share)                           (1,732)                     (1,732)
                                 -------------------------------------------------------------
Balance at March 31, 2005         15,733,517   $70,808    $71,068      ($2,242)      $139,634
                                 =============================================================
Share and per share data for all  periods  have been  adjusted  to  reflect  the
2-for-1 stock split paid on April 30, 2004.
See accompanying notes to unaudited condensed consolidated financial statements.

                                      -4-
TRICO BANCSHARES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands; unaudited)

                                                               For the three months ended March 31,
                                                                     2005               2004
                                                               ------------------------------------
Operating activities:
  Net income                                                        $5,239             $4,777
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Depreciation of property and equipment, and amortization         917                831
      Amortization of intangible assets                                343                331
      Provision for loan losses                                        100                613
      Amortization of investment securities premium, net               331                443
      Originations of loans for resale                             (15,660)           (31,981)
      Proceeds from sale of loans originated for resale             15,780             32,310
      Gain on sale of loans                                           (292)              (625)
      Amortization of mortgage servicing rights                        168                190
      Recovery of mortgage
        servicing rights valuation allowance                             -                (30)
      (Gain) loss on sale of fixed assets                               (6)                78
      Increase in cash value of life insurance                        (220)              (432)
      Change in:
        Interest receivable                                             27                221
        Interest payable                                               103               (131)
        Other assets and liabilities, net                              616                (89)
                                                               ------------------------------------
          Net cash provided by operating activities                  7,446              6,506
                                                               ------------------------------------
Investing activities:
  Proceeds from maturities of securities available-for-sale         14,244             19,662
  Purchases of securities available-for-sale                       (25,525)           (15,249)
  Purchase of Federal Home Loan Bank stock                               -                (46)
  Loan originations and principal collections, net                  (9,528)           (11,731)
  Proceeds from sale of premises and equipment                           5                 12
  Purchases of property and equipment                               (1,513)              (579)
                                                               ------------------------------------
          Net cash used by investing activities                    (22,317)            (7,931)
                                                               ------------------------------------
Financing activities:
  Net increase in deposits                                          49,916              3,116
  Net change in federal funds purchased                            (25,700)           (23,200)
  Payments of principal on long-term other borrowings                  (13)               (10)
  Net change in short-term other borrowings                             37                  -
  Repurchase of Common Stock                                          (286)            (2,793)
  Dividends paid                                                    (1,732)            (1,589)
  Exercise of stock options                                            158                540
                                                               ------------------------------------
          Net cash provided (used) by financing activities          22,380            (23,936)
                                                               ------------------------------------
Net change in cash and cash equivalents                              7,509            (25,361)
                                                               ------------------------------------
Cash and cash equivalents and beginning of period                   70,037             80,929
                                                               ------------------------------------
Cash and cash equivalents at end of period                         $77,546            $55,568
                                                               ====================================
Supplemental disclosure of noncash activities:
Unrealized (loss) gain on securities available for sale            ($3,233)            $1,031
Supplemental disclosure of cash flow activity:
Cash paid for interest expense                                      $4,018             $3,145
Cash paid for income taxes                                            $200             $1,745
Income tax benefit from stock option exercises                         $13                 $7
See accompanying notes to unaudited condensed consolidated financial statements.

                                      -5-
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: General Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange  Commission.  The results of operations  reflect interim
adjustments,  all of which are of a normal  recurring  nature and which,  in the
opinion of management,  are necessary for a fair presentation of the results for
the interim  periods  presented.  The interim results for the three months ended
March 31, 2005 and 2004 are not necessarily  indicative of the results  expected
for the full year. These unaudited condensed  consolidated  financial statements
should be read in conjunction with the audited consolidated financial statements
and accompanying  notes as well as other  information  included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2004.

Principles of Consolidation
The consolidated  financial  statements include the accounts of the Company, and
its  wholly-owned  subsidiary,  Tri Counties Bank (the "Bank").  All significant
intercompany accounts and transactions have been eliminated in consolidation.

Nature of Operations
The Company  operates 32 branch  offices and 15 in-store  branch  offices in the
California  counties of Butte,  Contra Costa, Del Norte,  Fresno,  Glenn,  Kern,
Lake, Lassen, Madera,  Mendocino,  Merced, Nevada, Placer,  Sacramento,  Shasta,
Siskiyou,  Stanislaus,  Sutter,  Tehama,  Tulare,  Yolo and Yuba.  The Company's
operating policy since its inception has emphasized retail banking.  Most of the
Company's customers are retail customers and small to medium sized businesses.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  Management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  On an on-going basis,  the Company  evaluates its
estimates,  including  those  related to the adequacy of the  allowance for loan
losses,  investments,  intangible assets,  income taxes and  contingencies.  The
Company  bases its  estimates  on  historical  experience  and on various  other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions.  The  allowance  for loan  losses,  goodwill  and  other  intangible
assessments,  income taxes, and the valuation of mortgage  servicing rights, are
the only accounting estimates that materially affect the Company's  consolidated
financial statements.

Significant Group Concentration of Credit Risk
The Company grants agribusiness,  commercial, consumer, and residential loans to
customers  located  throughout the northern San Joaquin  Valley,  the Sacramento
Valley  and  northern  mountain  regions  of  California.   The  Company  has  a
diversified  loan  portfolio  within  the  business  segments  located  in  this
geographical area.

Cash and Cash Equivalents
For  purposes  of the  consolidated  statements  of cash  flows,  cash  and cash
equivalents include cash on hand, amounts due from banks and federal funds sold.

Investment Securities
The Company  classifies its debt and marketable  equity  securities  into one of
three  categories:  trading,  available-for-sale  or  held-to-maturity.  Trading
securities  are bought and held  principally  for the  purpose of selling in the
near term.  Held-to-maturity  securities are those  securities which the Company
has the  ability and intent to hold until  maturity.  All other  securities  not
included in trading or  held-to-maturity  are classified as  available-for-sale.
During the three months ended March 31, 2005, and  throughout  2004, the Company
did not have any securities classified as either held-to-maturity or trading.

                                      -6-
Available-for-sale  securities are recorded at fair value.  Unrealized gains and
losses,  net of the related tax effect,  on  available-for-sale  securities  are
reported  as a  separate  component  of other  comprehensive  income  (loss)  in
shareholders' equity until realized.

Premiums and  discounts  are  amortized or accreted over the life of the related
investment  security  as an  adjustment  to yield using the  effective  interest
method.  Dividend and interest income are recognized when earned. Realized gains
and losses for  securities  are included in earnings  and are derived  using the
specific  identification  method for  determining  the cost of securities  sold.
Unrealized  losses  due to  fluctuations  in fair  value of  securities  held to
maturity  or  available  for sale are  recognized  through  earnings  when it is
determined that an other than temporary decline in value has occurred.

Loans Held for Sale
Loans  originated  and intended for sale in the secondary  market are carried at
the  lower  of  aggregate  cost  or  fair  value,  as  determined  by  aggregate
outstanding  commitments from investors of current investor yield  requirements.
Net unrealized losses are recognized through a valuation allowance by charges to
income.  At March 31, 2005 and 2004,  and  December  31, 2004 the Company had no
loans held for sale.

Mortgage  loans held for sale are  generally  sold with the  mortgage  servicing
rights  retained by the Company.  The carrying  value of mortgage  loans sold is
reduced by the cost allocated to the associated mortgage servicing rights. Gains
or losses on sales of  mortgage  loans are  recognized  based on the  difference
between the selling price and the carrying  value of the related  mortgage loans
sold.

Loans
Loans are reported at the principal amount  outstanding,  net of unearned income
and the allowance for loan losses.  Loan  origination  and  commitment  fees and
certain  direct  loan  origination  costs are  deferred,  and the net  amount is
amortized as an adjustment of the related  loan's yield over the estimated  life
of the loan.  Loans on which the accrual of interest has been  discontinued  are
designated  as  nonaccrual  loans.  Accrual of  interest  on loans is  generally
discontinued  either  when  reasonable  doubt  exists  as to  the  full,  timely
collection  of interest or principal or when a loan becomes  contractually  past
due by 90 days or more with respect to interest or principal.  When loans are 90
days past due, but in Management's  judgment are well secured and in the process
of  collection,  they may be  classified  as  accrual.  When a loan is placed on
nonaccrual  status,  all  interest  previously  accrued  but  not  collected  is
reversed.  Income on such loans is then  recognized only to the extent that cash
is received and where the future  collection of principal is probable.  Interest
accruals are resumed on such loans only when they are brought fully current with
respect to interest and principal and when, in the judgment of  Management,  the
loans are estimated to be fully  collectible  as to both principal and interest.
All impaired loans are classified as nonaccrual loans.

Allowance for Loan Losses
The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans and deposit related overdrafts are charged against the
allowance for loan losses when Management  believes that the  collectibility  of
the  principal  is unlikely  or, with  respect to  consumer  installment  loans,
according to an  established  delinquency  schedule.  The allowance is an amount
that Management  believes will be adequate to absorb probable losses inherent in
existing  loans  and  leases,   based  on  evaluations  of  the  collectibility,
impairment and prior loss experience of loans and leases.  The evaluations  take
into  consideration  such  factors  as  changes  in the  nature  and size of the
portfolio,  overall portfolio  quality,  loan  concentrations,  specific problem
loans, and current economic conditions that may affect the borrower's ability to
pay. The Company defines a loan as impaired when it is probable the Company will
be unable to collect all amounts due according to the  contractual  terms of the
loan  agreement.  Impaired  loans are  measured  based on the  present  value of
expected future cash flows discounted at the loan's original  effective interest
rate. As a practical  expedient,  impairment may be measured based on the loan's
observable  market  price or the fair  value  of the  collateral  if the loan is
collateral  dependent.  When the measure of the  impaired  loan is less than the
recorded  investment in the loan, the impairment is recorded through a valuation
allowance.

                                      -7-
Reserve for Unfunded Commitments
The reserve for unfunded  commitments  is  established  through a provision  for
losses - unfunded  commitments charged to noninterest  expense.  The reserve for
unfunded  commitments is an amount that Management  believes will be adequate to
absorb  probable  losses  inherent in  existing  commitments,  including  unused
portions of  revolving  lines of credits  and other  loans,  standby  letters of
credits,  and unused  deposit  account  overdraft  privilege.  The  reserve  for
unfunded  commitments is based on evaluations of the  collectibility,  and prior
loss experience of unfunded commitments. The evaluations take into consideration
such  factors as changes in the nature and size of the loan  portfolio,  overall
loan portfolio quality, loan concentrations,  specific problem loans and related
unfunded  commitments,  and  current  economic  conditions  that may  affect the
borrower's or depositor's ability to pay.

Servicing
Servicing  assets are  recognized  as separate  assets when rights are  acquired
through  purchase or through  sale of  financial  assets.  Generally,  purchased
servicing rights are capitalized at the cost to acquire the rights. For sales of
mortgage  loans, a portion of the cost of  originating  the loan is allocated to
the servicing right based on relative fair value.  Fair value is based on market
prices  for  comparable  mortgage  servicing  contracts,   when  available,   or
alternatively,  is based on a valuation  model that calculates the present value
of estimated  future net  servicing  income.  The valuation  model  incorporates
assumptions  that  market  participants  would  use  in  estimating  future  net
servicing income, such as the cost to service,  the discount rate, the custodial
earnings  rate,  an inflation  rate,  ancillary  income,  prepayment  speeds and
default  rates and losses.  Capitalized  servicing  rights are reported in other
assets and are amortized into non-interest income in proportion to, and over the
period of, the estimated  future  servicing  income of the underlying  financial
assets.

Servicing  assets are evaluated for impairment  based upon the fair value of the
rights as compared to amortized  cost.  Impairment is determined by  stratifying
rights into tranches based on predominant risk characteristics, such as interest
rate, loan type and investor type.  Impairment is recognized through a valuation
allowance for an individual  tranche, to the extent that fair value is less than
the capitalized amount for the tranche. If the Company later determines that all
or a portion of the  impairment  no longer  exists for a particular  tranche,  a
reduction of the allowance may be recorded as an increase to income.

Servicing fee income is recorded for fees earned for servicing  loans.  The fees
are based on a contractual percentage of the outstanding  principal;  or a fixed
amount per loan and are  recorded as income when  earned.  The  amortization  of
mortgage servicing rights is netted against loan servicing fee income.

The following table summarizes the Company's  mortgage servicing rights recorded
in other assets as of March 31, 2005 and December 31, 2004.

                                 December 31,                          March 31,
   (Dollars in thousands)            2004     Additions   Reductions     2005
                                 -----------------------------------------------

   Mortgage Servicing Rights        $3,476       $172       ($168)      $3,480
   Valuation allowance                   -          -           -            -
                                 -----------------------------------------------
   Mortgage servicing rights, net
      of valuation allowance        $3,476       $172       ($168)      $3,480
                                 ===============================================

At March 31,  2005 and  December  31,  2004,  the Company  serviced  real estate
mortgage  loans for others of $365 million and $368  million,  respectively.  At
March 31, 2005 and December 31, 2004,  the fair value of the Company's  mortgage
servicing rights assets was $4,161,000 and $3,568,000, respectively.

Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business,  the Company has entered into commitments to
extend credit, including commitments under credit card arrangements,  commercial
letters of credit,  standby  letters of credit,  and deposit  account  overdraft
privilege. Such financial instruments are recorded when they are funded.

                                      -8-
Premises and Equipment
Land is carried at cost. Buildings and equipment, including those acquired under
capital  lease,   are  stated  at  cost  less   accumulated   depreciation   and
amortization.  Depreciation  and  amortization  expenses are computed  using the
straight-line  method over the estimated  useful lives of the related  assets or
lease terms.  Asset lives range from 3-10 years for  furniture and equipment and
15-40 years for land improvements and buildings.

Foreclosed Assets
Assets acquired  through,  or in lieu of, loan foreclosure are held for sale and
are initially recorded at fair value at the date of foreclosure,  establishing a
new cost basis.  Subsequent to  foreclosure,  management  periodically  performs
valuations  and the assets are carried at the lower of  carrying  amount or fair
value less cost to sell. Revenue and expenses from operations and changes in the
valuation allowance are included in other noninterest expense.

Goodwill and Other Intangible Assets
Goodwill  represents the excess of costs over fair value of assets of businesses
acquired.  The Company adopted the provisions of Financial  Accounting Standards
Board (FASB) Statement of Financial  Accounting  Standard No. 142,  Goodwill and
Other Intangible Assets (SFAS 142), as of January 1, 2002. Pursuant to SFAS 142,
goodwill and intangible assets acquired in a purchase  business  combination and
determined  to have an  indefinite  useful life are not  amortized,  but instead
tested for  impairment at least  annually in accordance  with the  provisions of
SFAS 142. SFAS 142 also requires that  intangible  assets with estimable  useful
lives  be  amortized  over  their  respective  estimated  useful  lives to their
estimated  residual values,  and reviewed for impairment in accordance with FASB
Statement of Financial Accounting Standard No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets (SFAS 144).

As of the date of  adoption,  the Company  had  identifiable  intangible  assets
consisting of core deposit premiums and minimum pension liability.  Core deposit
premiums are amortized  using an accelerated  method over a period of ten years.
Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon actuarial estimates.

The following  table  summarizes  the Company's  core deposit  intangibles as of
March 31, 2005 and December 31, 2004.

                                  December 31,                         March 31,
  (Dollar in Thousands)              2004      Additions   Reductions    2005
                                  ----------------------------------------------
  Core deposit intangibles         $13,643          -            -      $13,643
  Accumulated amortization          (9,201)         -        ($343)      (9,544)
                                  ----------------------------------------------
  Core deposit intangibles, net     $4,442          -        ($343)      $4,099
                                  ==============================================

Core deposit  intangibles are amortized over their expected  useful lives.  Such
lives are  periodically  reassessed  to  determine  if any  amortization  period
adjustments  are  indicated.   The  following  table  summarizes  the  Company's
estimated core deposit  intangible  amortization for each of the five succeeding
years:
                                               Estimated Core Deposit
                                               Intangible Amortization
                 Years Ended                    (Dollar in thousands)
                 -----------                   -----------------------
                     2005                               $1,381
                     2006                               $1,395
                     2007                                 $490
                     2008                                 $523
                     2009                                 $328
                 Thereafter                               $325

                                       -9-
The  following  table  summarizes  the  Company's   minimum  pension   liability
intangible as of March 31, 2005 and December 31, 2004.

                                  December 31,                         March 31,
  (Dollar in Thousands)              2004      Additions   Reductions    2005
                                  ----------------------------------------------
  Minimum pension liability
   intangible                        $966           -            -       $966
                                  ==============================================

Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon actuarial estimates.

The following table summarizes the Company's goodwill intangible as of March 31,
2005 and December 31, 2004.

                                  December 31,                         March 31,
  (Dollar in Thousands)              2004      Additions   Reductions    2005
                                  ----------------------------------------------
  Goodwill                          15,519          -            -      15,519
                                  ==============================================

Impairment of Long-Lived Assets and Goodwill
Long-lived  assets,  such as  property,  plant,  and  equipment,  and  purchased
intangibles subject to amortization, are reviewed for impairment whenever events
or changes in  circumstances  indicate that the carrying  amount of an asset may
not be recoverable.  Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset.  If the carrying  amount of an
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset. Assets to be disposed of would be separately  presented
in the balance  sheet and reported at the lower of the  carrying  amount or fair
value  less  costs  to sell,  and are no  longer  depreciated.  The  assets  and
liabilities of a disposed  group  classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.

On December 31 of each year,  goodwill is tested for  impairment,  and is tested
for impairment  more  frequently if events and  circumstances  indicate that the
asset might be impaired. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset's fair value.  This  determination  is made at
the  reporting  unit  level  and  consists  of two  steps.  First,  the  Company
determines  the fair value of a reporting  unit and  compares it to its carrying
amount.  Second,  if the  carrying  amount of a reporting  unit exceeds its fair
value, an impairment loss is recognized for any excess of the carrying amount of
the reporting unit's goodwill over the implied fair value of that goodwill.  The
implied fair value of goodwill is determined by allocating the fair value of the
reporting unit in a manner similar to a purchase price allocation.  The residual
fair value after this allocation is the implied fair value of the reporting unit
goodwill.

Income Taxes
The  Company's  accounting  for income taxes is based on an asset and  liability
approach.  The Company  recognizes the amount of taxes payable or refundable for
the current  year,  and deferred tax assets and  liabilities  for the future tax
consequences  that have  been  recognized  in its  financial  statements  or tax
returns.  The  measurement  of  tax  assets  and  liabilities  is  based  on the
provisions of enacted tax laws.

                                      -10-
Stock-Based Compensation
The Company  uses the  intrinsic  value  method to account for its stock  option
plans (in accordance with the provisions of Accounting  Principles Board Opinion
No. 25).  Under this method,  compensation  expense is recognized  for awards of
options to purchase shares of common stock to employees under compensatory plans
only if the fair  market  value of the stock at the option  grant date (or other
measurement  date, if later) is greater than the amount the employee must pay to
acquire  the  stock.  Statement  of  Financial  Accounting  Standards  No.  123,
Accounting for Stock-Based Compensation (SFAS 123) permits companies to continue
using the  intrinsic  value  method  or to adopt a fair  value  based  method to
account  for  stock  option  plans.  The fair  value  based  method  results  in
recognizing as expense over the vesting period the fair value of all stock-based
awards on the date of grant.  The  Company  has  elected to  continue to use the
intrinsic value method.

Had  compensation  cost  for the  Company's  option  plans  been  determined  in
accordance  with SFAS 123, the Company's net income and earnings per share would
have been reduced to the pro forma amounts indicated below:
                                                    Three months ended March 31,
(in thousands, except per share amounts)                2005             2004
                                                        ----             ----
Net income                           As reported       $5,239           $4,777
                                       Pro forma       $5,153           $4,695
Basic earnings per share             As reported        $0.33            $0.31
                                       Pro forma        $0.33            $0.30
Diluted earnings per share           As reported        $0.32            $0.29
                                       Pro forma        $0.31            $0.29
Stock-based employee compensation
   cost, net of related tax effects,
   included in net income            As reported           $0               $0
                                       Pro forma          $86              $82

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes option pricing.

Earnings Per Share
Basic  earnings per share  represents  income  available to common  shareholders
divided by the  weighted-average  number of common shares outstanding during the
period.  Diluted earnings per share reflects additional common shares that would
have been outstanding if dilutive  potential  common shares had been issued,  as
well as any  adjustments  to income  that would  result from  assumed  issuance.
Potential  common  shares that may be issued by the Company  relate  solely from
outstanding stock options, and are determined using the treasury stock method.

Earnings per share have been computed based on the following:

                                                    Three Months Ended March 31,
                                                       2005            2004
                                                    ----------------------------
                                                           (in thousands)
Net income                                            $5,239          $4,777

Average number of common shares outstanding           15,730          15,617
Effect of dilutive stock options                         637             596
                                                    ----------------------------
Average number of common shares outstanding
   used to calculate diluted earnings per share       16,367          16,213
                                                    ============================

                                      -11-
Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains
and losses be  included in net income.  Although  certain  changes in assets and
liabilities,   such  as  unrealized  gains  and  losses  on   available-for-sale
securities,  are reported as a separate  component of the equity  section of the
balance  sheet,   such  items,   along  with  net  income,   are  components  of
comprehensive income.

The components of other comprehensive  income (loss) and related tax effects are
as follows:
                                         Three Months Ended March 31,
                                         ----------------------------
                                             2005             2004
                                         ----------------------------
                                                (in thousands)
Unrealized holding (losses) gains
  on available-for-sale securities         ($3,233)          $1,031
Tax effect                                   1,343             (418)
                                         ----------------------------
  Unrealized holding (losses) gains on
  available-for-sale securities,
  net of tax                                (1,890)             612
                                         ============================

The   components  of  accumulated   other   comprehensive   loss,   included  in
shareholders' equity, are as follows:

                                          March 31,      December 31,
                                            2005             2004
                                         ----------------------------
                                                (in thousands)
Net unrealized gain (losses) on
  available-for-sale securities           ($2,226)          $1,007
Tax effect                                    919             (424)
                                         ----------------------------
  Unrealized holding gains (losses) on
  available-for-sale securities,
  net of tax                               (1,307)             583
                                         ----------------------------
Minimum pension liability                  (1,559)          (1,559)
Tax effect                                    624              624
                                         ----------------------------
   Minimum pension liability, net of tax     (935)            (935)
                                         ----------------------------
Accumulated other comprehensive loss      ($2,242)           ($352)
                                         ============================

Retirement Plans
The Company has  supplemental  retirement plans for current and former directors
and  supplemental  retirement  plan covering  current and former key executives.
These  plans are  non-qualified  defined  benefit  plans and are  unsecured  and
unfunded.  The Company has purchased  insurance on the lives of the participants
and  intends  to use the cash  values of these  policies  to pay the  retirement
obligations.

The following table sets forth the net periodic  benefit cost recognized for the
plans:

                                                    Three Months Ended March 31,
                                                       2005            2004
                                                           (in thousands)
                                                    ----------------------------
Net pension cost included the following components:
Service cost-benefits earned during the period         $104             $35
Interest cost on projected benefit obligation           133             103
Amortization of net obligation at transition             56               8
Amortization of prior service cost                       24              20
Recognized net actuarial loss                             1              37
                                                    ----------------------------
Net periodic pension cost                              $318            $203
                                                    ============================

During the three months ended March 31, 2005 and 2004,  the Company  contributed
and paid out as benefits  $152,000 and $140,000,  respectively,  to participants
under the plans.  For the year ending  December 31, 2005, the Company expects to
contribute and pay out as benefits $535,000 to participants under the plans.

                                      -12-
Recent Accounting Pronouncements
In December 2003, the FASB issued FASB  Interpretation  No. 46 (revised December
2003),  Consolidation of Variable  Interest  Entities (FIN 46R), which addresses
how a business enterprise should evaluate whether it has a controlling financial
interest in an entity  through  means other than voting  rights and  accordingly
should  consolidate  the entity.  FIN 46R replaces FASB  Interpretation  No. 46,
Consolidation of Variable Interest Entities (VIEs),  which was issued in January
2003.  The Company was  required to apply FIN 46R to variable  interests in VIEs
created after December 31, 2003.  For variable  interests in VIEs created before
January 1, 2004,  the FIN 46R will be applied  beginning on January 1, 2005. For
any VIEs  that must be  consolidated  under  FIN 46R that  were  created  before
January 1, 2004, the assets, liabilities and noncontrolling interests of the VIE
initially  would be  measured  at their  carrying  amounts  with any  difference
between the net amount added to the balance sheet and any previously  recognized
interest being recognized as the cumulative  effect of an accounting  change. If
determining the carrying amounts is not practicable,  fair value at the date FIN
46R  first  applies  may  be  used  to  measure  the  assets,   liabilities  and
noncontrolling interest of the VIE. The Company currently does not have any VIEs
that are within the scope of this Statement.

In December 2003,  FASB issued FASB Statement of Financial  Accounting  Standard
No. 132, Employers' Disclosures about Pensions and Other Postretirement Benefits
(SFAS 132 revised),  which prescribes employers' disclosures about pension plans
and other  postretirement  benefit plans;  it does not change the measurement or
recognition  of those  plans.  SFAS  132  retains  and  revises  the  disclosure
requirements  contained in the original  SFAS 132. It also  requires  additional
disclosures about the assets, obligations,  cash flows, and net periodic benefit
cost of defined  benefit pension plans and other  postretirement  benefit plans.
The Statement  generally is effective for fiscal years ending after December 15,
2003.  Disclosures  required by this standard are included in the notes to these
consolidated financial statements.

In December  2004,  the FASB  issued  FASB  Statement  of  Financial  Accounting
Standard No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which replaces
SFAS No. 123, Accounting for Stock-Based Compensation, (SFAS 123) and supercedes
APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123R requires
all  share-based  payments to  employees,  including  grants of  employee  stock
options, to be recognized in the financial statements based on their fair values
beginning with the first interim  reporting  period of the Company's fiscal year
beginning  after June 15, 2005,  with early adoption  encouraged.  The pro forma
disclosures previously permitted under SFAS 123 no longer will be an alternative
to financial statement  recognition.  The Company is required to adopt SFAS 123R
on January 1, 2006.  Under SFAS 123R, the Company must determine the appropriate
fair value model to be used for valuing share-based  payments,  the amortization
method for  compensation  cost and the  transition  method to be used at date of
adoption.  The transition methods include  prospective and retroactive  adoption
options.  Under the retroactive option,  prior periods may be restated either as
of the  beginning  of the year of  adoption or for all  periods  presented.  The
prospective  method  requires  that  compensation  expense be  recorded  for all
unvested stock options at the beginning of the first quarter of adoption of SFAS
123R, while the retroactive  methods would record  compensation  expense for all
unvested  stock options and  restricted  stock  beginning  with the first period
restated.  The Company is evaluating the  requirements  of SFAS 123R and expects
that the adoption of SFAS 123R will not have a material  impact on the Company's
consolidated  results of operations and earnings per share.  The Company has not
yet  determined  the method of adoption or the effect of adopting SFAS 123R, and
it has not  determined  whether the  adoption  will  result in amounts  that are
similar to the current pro forma disclosures under SFAS 123.

                                      -13-
In March 2004, the United States Securities and Exchange Commission (SEC) issued
SEC Staff Accounting Bulletin No. 105,  Application of Accounting  Principles to
Loan  Commitments  (SAB 105), which summarizes the views of the staff of the SEC
regarding the application of generally  accepted  accounting  principles to loan
commitments accounted for as derivative  instruments.  SAB 105 provides that the
fair value of recorded loan  commitments  that are accounted for as  derivatives
under SFAS 133,  Accounting for Derivative  Instruments and Hedging  Activities,
should not  incorporate the expected future cash flows related to the associated
servicing of the future  loan.  In addition,  SAB 105  requires  registrants  to
disclose their accounting policy for loan commitments. The provisions of SAB 105
must be  applied  to loan  commitments  accounted  for as  derivatives  that are
entered into after March 31, 2004. The adoption of this accounting  standard did
not have a material impact on the Company's consolidated financial statements.

In December 2003, the American Institute of Certified Public Accountants (AICPA)
issued  Statement  of Position No. 03-3,  Accounting  for Certain  Loans or Debt
Securities  Acquired in a Transfer (SOP 03-3),  which  addresses  accounting for
differences  between  the  contractual  cash  flows of  certain  loans  and debt
securities  and the cash  flows  expected  to be  collected  when  loans or debt
securities  are  acquired  in a  transfer  and those cash flow  differences  are
attributable,  at least in part, to credit quality. As such, SOP 03-3 applies to
loans  and  debt  securities  acquired  individually,  in  pools or as part of a
business  combination and does not apply to originated loans. The application of
SOP 03-3 limits the  interest  income,  including  accretion  of purchase  price
discounts,  that may be  recognized  for  certain  loans  and  debt  securities.
Additionally,  SOP 03-3 does not allow the excess of contractual cash flows over
cash flows  expected to be collected to be recognized as an adjustment of yield,
loss accrual or valuation  allowance,  such as the  allowance  for possible loan
losses.  SOP 03-3 requires that  increases in expected cash flows  subsequent to
the initial  investment be recognized  prospectively  through  adjustment of the
yield on the  loan or debt  security  over  its  remaining  life.  Decreases  in
expected  cash flows should be recognized  as  impairment.  In the case of loans
acquired  in a  business  combination  where  the  loans  show  signs of  credit
deterioration,  SOP 03-3 represents a significant  change from current  purchase
accounting  practice  whereby  the  acquiree's  allowance  for  loan  losses  is
typically  added  to the  acquirer's  allowance  for  loan  losses.  SOP 03-3 is
effective  for loans  and debt  securities  acquired  by the  Company  beginning
January 1, 2005.  The  adoption of this new  standard is not  expected to have a
material impact on the Company's consolidated financial statements.

Reclassifications
Certain amounts previously  reported in the 2004 financial  statements have been
reclassified  to conform to the 2005  presentation.  Additionally,  in the first
quarter of 2005, the Company  reclassified the reserve for unfunded  commitments
from the allowance for loan losses to other  liabilities,  and  reclassified the
provision for unfunded  commitments  from the provision for loan losses to other
noninterest expense. These  reclassifications did not affect previously reported
net  income or total  shareholders'  equity.  Share  and per share  data for all
periods  have been  adjusted to reflect the  2-for-1  stock split  effected as a
stock  dividend  which was paid on April 30, 2004 to  shareholders  of record on
April 9, 2004.

                                      -14-
TRICO BANCSHARES
                                Financial Summary
                    (in thousands, except per share amounts)

                                                           (Unaudited)
                                                       Three months ended
                                                            March 31,
                                                --------------------------------
                                                     2005              2004
                                                --------------------------------

Net Interest Income (FTE)                          $18,756           $17,147
Provision for loan losses                             (100)             (613)
Noninterest income                                   5,327             5,755
Noninterest expense                                (15,113)          (14,383)
Provision for income taxes (FTE)                    (3,631)           (3,129)
                                                --------------------------------
Net income                                          $5,239            $4,777
                                                ================================

Earnings per share2:
     Basic                                           $0.33             $0.31
     Diluted                                         $0.32             $0.29
Per share2:
     Dividends paid                                  $0.11             $0.10
     Book value at period end                         8.88              8.28
     Tangible book value at period end                7.57              6.92

Average common shares outstanding2                  15,730            15,617
Average diluted common shares outstanding2          16,367            16,213
Shares outstanding at period end                    15,734            15,636
At period end:
     Loans, net                                  $1,167,870          $980,688
     Total assets                                 1,655,612         1,451,363
     Total deposits                               1,398,749         1,239,939
     Other borrowings                                28,176            22,877
     Junior subordinated debt                        41,238            20,619
     Shareholders' equity                           139,634           129,514

Financial Ratios:
During the period (annualized):
     Return on assets                                 1.29%             1.33%
     Return on equity                                14.83%            14.80%
     Net interest margin1                             5.12%             5.35%
     Net loan charge-offs to average loans            0.01%             0.05%
     Efficiency ratio1                               62.75%            62.80%
     Average equity to average assets                 8.67%             8.96%
At period end:
     Equity to assets                                 8.43%             8.92%
     Total capital to risk-adjusted assets           11.91%            11.49%
     Allowance for losses to loans3                   1.37%             1.44%

1  Fully taxable equivalent (FTE)
2  Share and per share data for all  periods have been  adjusted  to reflect the
   2-for-1 stock split paid on April 30, 2004.
3  Allowance  for losses  includes  allowance  for loan  losses and  reserve for
   unfunded commitments.

                                      -15-
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.  Within  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations,  interest income and net interest
income are generally presented on a fully tax-equivalent (FTE) basis.

Critical Accounting Policies and Estimates
The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States. The preparation of these financial statements requires the
Company to make  estimates  and  judgments  that affect the reported  amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets  and  liabilities.  On an  on-going  basis,  the  Company  evaluates  its
estimates,  including  those  related to the adequacy of the  allowance for loan
losses, intangible assets, and contingencies. The Company bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions. (See caption "Allowance for
Loan Losses" for a more detailed discussion).

Results of Operations
The  following   discussion  and  analysis  is  designed  to  provide  a  better
understanding  of the significant  changes and trends related to the Company and
the  Bank's  financial  condition,   operating  results,   asset  and  liability
management,  liquidity and capital  resources and should be read in  conjunction
with the Consolidated  Financial Statements of the Company and the Notes thereto
located at Item 1 of this report.

The Company had quarterly  earnings of  $5,239,000,  or $0.32 per diluted share,
for the three  months  ended March 31,  2005.  These  results  represent a 10.3%
increase from the $0.29 earnings per diluted share reported for the three months
ended March 31, 2004 on earnings of $4,777,000.  The improvement in results from
the  year-ago  quarter  was  due  to  a  $1,609,000  (9.4%)  increase  in  fully
tax-equivalent  net  interest  income to  $18,756,000,  and a  $513,000  (83.7%)
decrease in provision for loan losses to $100,000.  These  contributing  factors
were partially  offset by a $428,000  (7.4%)  decrease in noninterest  income to
$5,327,000 and a $730,000 (5.1%) increase in noninterest  expense to $15,113,000
for the quarter ended March 31, 2005.

Following is a summary of the components of fully taxable equivalent ("FTE") net
income for the periods indicated (dollars in thousands):

                                                       Three months ended
                                                            March 31,
                                                    -------------------------
                                                      2005             2004
                                                    -------------------------
Net Interest Income (FTE)                           $18,756          $17,147
Provision for loan losses                              (100)            (613)
Noninterest income                                    5,327            5,755
Noninterest expense                                 (15,113)         (14,383)
Provision for income taxes (FTE)                     (3,631)          (3,129)
                                                    -------------------------
Net income                                           $5,239           $4,777
                                                    =========================

                                      -16-
Net Interest Income
Following is a summary of the components of net interest  income for the periods
indicated (dollars in thousands):
                                             Three months ended
                                                  March 31,
                                      --------------------------------
                                           2005               2004
                                      --------------------------------
     Interest income                      $22,636            $19,912
     Interest expense                      (4,121)            (3,014)
     FTE adjustment                           241                249
                                      --------------------------------
        Net interest income (FTE)         $18,756            $17,147
                                      ================================
     Average earning assets            $1,464,028         $1,281,032

     Net interest margin (FTE)              5.12%              5.35%

The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on earning assets and interest  expense in
interest-bearing liabilities. Net interest income (FTE) during the first quarter
of 2005 increased $1,609,000 (9.4%) from the same period in 2004 to $18,756,000.
The increase in net  interest  income  (FTE) was due to a  $182,996,000  (14.3%)
increase in average balances of earning assets to $1,464,028,000  offset by a 23
basis point decrease in net interest margin (FTE) to 5.12%.

Interest and Fee Income
Interest and fee income (FTE) for the first quarter of 2005 increased $2,716,000
(13.5%)  from the first  quarter of 2004.  The  increase was the net effect of a
$182,996,000   (14.3%)   increase   in   average   interest-earning   assets  to
$1,464,028,000  that was  partially  offset by a 5 basis  point  decrease in the
yield on those average earning assets to 6.25%.  The growth in  interest-earning
assets  was the  result of a  $196,246,000  (20.2%)  increase  in  average  loan
balances to  $1,167,039,000  that was offset by a $9,449,000  (3.1%) decrease in
average balance of investments to $296,381,000 and a $3,801,000 (86.2%) decrease
in average balance of Federal funds sold to $608,000.

The average yield on the Company's  earning  assets  decreased 5 basis points to
6.25% for the quarter  ended  March 31,  2005 from 6.30% for the  quarter  ended
March  31,  2004.  The  average  yield on the  Company's  loans was 6.69% in the
quarter ended March 31, 2005 compared to 6.90% in the year-ago quarter.  This 21
basis point  decrease in average  yield on loans is the result of continued  low
longer-term  loan rates despite a 175 basis point  increase in the prime lending
rate between June 2004 and March 2005. As a result,  longer-term loans continued
to  refinance  into lower  rate loans  between  March  2004 and March  2005.  In
addition,  most of the  Company's  prime-based  adjustable  rate  loans had rate
floors in them that mitigated approximately the first 100 basis point of the 175
basis point increase in the prime rate.  Furthermore,  even with a prime rate of
5.75% at March 31, 2005,  any new  prime-based  loan added to the Company's loan
balances with a rate less than prime plus one percent (or 6.75%) will  currently
further reduce the Company's  average yield on loans.  Conversely,  if the prime
rate  continues  to  increase,  the  yield  on the  Company's  existing  and new
prime-based loans will increase accordingly.  The average yield on the Company's
combined taxable and nontaxable  investment balances increased 6 basis points to
4.52% in the  quarter  ended March 31,  2005  compared to 4.46% in the  year-ago
quarter.  The increase in the average yield on investment balances was primarily
due to a decrease in the volume of  mortgage  refinancing  in the quarter  ended
March 31, 2005 compared to the year-ago  quarter.  Increased  volume of mortgage
refinancing   has  the  effect  of  decreasing   the  yields  of  the  Companies
mortgage-backed securities, which account for approximately seventy-five percent
of the  Company's  investment  balances.  As the volume of mortgage  refinancing
began  to   decrease  in  the  fall  of  2003,   the  yield  on  the   Company's
mortgage-backed  securities  increased.  The average yield on Federal funds sold
decreased 172 basis points to 2.63% in the quarter ended March 31, 2005 from the
year-ago  quarter due to a 175 basis points increase in the Federal funds target
rate that occurred between June 2004 and March 31, 2005.

                                      -17-
Interest Expense
Interest  expense  increased  $1,107,000  (36.7%)  in the first  quarter of 2005
compared  to the  year-ago  quarter.  The  increase  was due to a 25 basis point
increase in the average rate paid on interest-bearing  liabilities from 1.18% in
the first quarter of 2004 to 1.43% in the first quarter of 2005.

The  average  balance of  interest-bearing  liabilities  increased  $131,828,000
(13.0%) in the first  quarter of 2005  compared  to the  year-ago  quarter.  The
average balance of all categories of interest-bearing liabilities increased from
the year-ago quarter.  The average balance of interest-bearing  demand deposits,
savings  deposits,  and time deposits were up  $16,774,000  (7.5%),  $14,721,000
(3.2%), and $59,205,000  (21.8%),  respectively,  from the year-ago quarter.  In
addition,  the  average  balance  of   noninterest-bearing   deposits  increased
$40,660,000  (15.0%) from the year-ago  quarter.  During the quarter ended March
31, 2005, the average balance of Federal funds  purchased,  other borrowings and
junior subordinated debt were up $15,277,000  (114.9%),  $5,232,000 (22.9%), and
$20,619,000 (100.0%), respectively, from the year-ago quarter. The average rates
paid for all  categories  of  interest-bearing  liabilities  except for  savings
deposits and other  borrowings  were up due to increases  in market  rates.  The
average rate paid on interest-bearing  demand deposits,  time deposits,  federal
funds  purchased,  and junior  subordinated  debt  increased 2, 41, 139, and 112
basis points respectively, to 0.20%, 2.54%, 2.41%, and 5.21%, respectively.  The
average rate paid on other borrowings  decreased 94 basis points to 4.65% due to
the addition of short-term other  borrowings at  significantly  lower rates than
what previously existed in that category.

Net Interest Margin (FTE)
The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:
                                             Three months ended
                                                  March 31,
                                           ----------------------
                                             2005          2004
                                           ----------------------
Yield on earning assets                      6.25%         6.30%
Rate paid on interest-bearing
  liabilities                                1.42%         1.18%
                                           ----------------------
  Net interest spread                        4.82%         5.12%
Impact of all other net
  noninterest-bearing funds                  0.30%         0.23%
                                           ----------------------
    Net interest margin                      5.12%         5.35%
                                           ======================

Net  interest  margin in the first  quarter of 2005  decreased  23 basis  points
compared to the first quarter of 2004.  This decrease in net interest margin was
mainly  due to  higher  rates  paid  on  liabilities,  a  change  in the  mix of
interest-bearing  liabilities  towards  the  higher  paying  categories  of time
certificates,  Federal funds, and junior  subordinated  debt, and lower yield on
loans.  During the  quarter  ended March 31,  2005,  the ratio of loans to total
interest-earning  assets was 80%  compared to 76% in the year-ago  quarter.  The
increase in interest  income due to the increase in loan volume more than offset
the effect of the 21 basis point  decrease in average  loan yield.  As a result,
the average yield on total  earning  assets only  decreased 5 basis points.  The
average rate paid on interest-bearing liabilities increased 25 basis points.

                                      -18-
Summary of Average Balances, Yields/Rates and Interest Differential
The following table presents,  for the periods indicated,  information regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the amounts of interest income from average earning assets and resulting yields,
and the amount of interest expense paid on interest-bearing liabilities. Average
loan balances include  nonperforming  loans.  Interest income includes  proceeds
from  loans on  nonaccrual  loans  only to the extent  cash  payments  have been
received and applied to interest income.  Yields on securities and certain loans
have been adjusted  upward to reflect the effect of income  thereon  exempt from
federal  income  taxation  at  the  current   statutory  tax  rate  (dollars  in
thousands).
For the three months ended
                                       ----------------------------------------------------------------
                                                March 31, 2005                  March 31, 2004
                                       -----------------------------   --------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------   --------------------------------
Assets:
Loans                                  $1,167,039  $19,527     6.69%     $970,793  $16,739     6.90%
Investment securities - taxable           264,015    2,690     4.08%      270,358    2,721     4.03%
Investment securities - nontaxable         32,366      656     8.11%       35,472      691     7.79%
Federal funds sold                            608        4     2.63%        4,409       10     0.91%
                                       -----------------------------   --------------------------------
   Total earning assets                 1,464,028   22,877     6.25%    1,281,032   20,161     6.30%
Other assets                              164,799                         159,921
                                       ----------                      ----------
Total assets                           $1,628,827                      $1,440,953
                                       ==========                      ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $239,282      121     0.20%     $222,508      100     0.18%
Savings deposits                          482,461      870     0.72%      467,740      907     0.78%
Time deposits                             330,343    2,094     2.54%      271,138    1,442     2.13%
Federal funds purchased                    28,569      172     2.41%       13,292       34     1.02%
Other borrowings                           28,112      327     4.65%       22,880      320     5.59%
Junior subordinated debt                   41,238      537     5.21%       20,619      211     4.09%
                                       -----------------------------   --------------------------------
   Total interest-bearing liabilities   1,150,005    4,121     1.43%    1,018,177    3,014     1.18%
Noninterest-bearing deposits              310,978                         270,318
Other liabilities                          26,580                          23,325
Shareholders' equity                      141,264                         129,133
                                       ----------                      ----------
Total liabilities and shareholders'
  equity                               $1,628,827                      $1,440,953
                                       ==========                      ==========
Net interest spread(1)                                         4.82%                           5.12%
Net interest income and interest margin(2)         $18,756     5.12%               $17,147     5.35%
                                                   =================               =================
(1)  Net interest spread represents the average yield earned on assets minus the
     average rate paid on interest-earning assets minus the average rate paid on
     interest-bearing liabilities.
(2)  Net  interest  margin is computed by  calculating  the  difference  between
     interest  income and  expense,  divided by the  average  balance of earning
     assets.

                                      -19-
Summary of  Changes in  Interest  Income and  Expense  due to Changes in Average
Asset and Liability Balances and Yields Earned and Rates Paid

The following  table sets forth a summary of the changes in interest  income and
interest expense from changes in average asset and liability  balances  (volume)
and changes in average  interest  rates for the periods  indicated.  Changes not
solely  attributable to volume or rates have been allocated in proportion to the
respective volume and rate components (dollars in thousands).

                                             Three months ended March 31, 2005
                                                compared with three months
                                                   ended March 31, 2004
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                         $3,385      ($597)     $2,788
Investment securities                           (105)        39         (66)
Federal funds sold                                (9)         3          (6)
                                             ---------------------------------
   Total earning assets                        3,271       (555)      2,716
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                   8         13          21
Savings deposits                                  29        (66)        (37)
Time deposits                                    315        337         652
Federal funds purchased                           39         99         138
Other borrowings                                  73        (66)          7
Junior subordinated debt                         211        115         326
                                             ---------------------------------
   Total interest-bearing liabilities            675        432       1,107
                                             ---------------------------------
Increase (decrease) in Net Interest Income    $2,596      ($987)     $1,609
                                             =================================

Provision for Loan Losses
The  Company  provided  $100,000  for loan  losses in the first  quarter of 2005
versus $613,000 in the first quarter of 2004.  During the first quarter of 2005,
the Company recorded $62,000 of net loan charge-offs versus $126,000 of net loan
charge-offs in the year earlier quarter.

Noninterest Income
The following  table  summarizes the  components of  noninterest  income for the
periods indicated (dollars in thousands).

                                              Three months ended March 31,
                                              ----------------------------
                                                   2005           2004
                                              ----------------------------
     Service charges on deposit accounts         $3,034         $3,197
     ATM fees and interchange                       712            581
     Other service fees                             484            463
     Amortization of mortgage servicing rights     (168)          (190)
     Recovery of mortgage servicing rights
       valuation allowance                            -             30
     Gain on sale of loans                          292            625
     Commissions on sale of
       nondeposit investment products               532            542
     Increase in cash value of life insurance       220            432
     Other noninterest income                       221             75
                                              ----------------------------
     Total noninterest income                    $5,327         $5,755
                                              ============================

Noninterest  income for the first quarter of 2005 decreased $428,000 (7.4%) from
the  year-ago  quarter.  The  decrease in  noninterest  income from the year-ago
quarter was mainly due to a $333,000 (53.3%)  decreases in gain on sale of loans
to $292,000,  and a $212,000 (49.1%)  reduction in the increase in cash value of
life  insurance to $220,000.  The decrease in gain on sale of loans was due to a
continued  slowdown in mortgage  refinancing.  The  reduction in the increase in
cash  value of life  insurance  was due to lower  earning  rates on the  related
insurance  policies.  Service  charges  and  fees,  including  those on  deposit
accounts,  ATM usage,  and other, on a combined basis were  essentially  flat at
$4,230,000  in the quarter  ended March 31, 2005  compared to  $4,241,000 in the
year-ago  quarter.  This flatness was mainly due to a decrease in rejected check
charges.

                                      -20-
Noninterest Expense
The following  table  summarizes the  components of noninterest  expense for the
periods indicated (dollars in thousands).

                                              Three months ended March 31,
                                              ----------------------------
                                                   2005           2004
                                              ----------------------------
     Salaries & benefits                          $8,369         $8,167
     Equipment                                       980            943
     Occupancy                                       993            937
     Professional fees                               407            509
     Telecommunications                              384            375
     Data processing and software                    374            383
     ATM network charges                             371            295
     Intangible amortization                         343            331
     Advertising and marketing                       342            191
     Courier service                                 278            262
     Postage                                         237            232
     Assessments                                      76             72
     Operational losses                               26             40
     Other                                         1,933          1,646
                                              ----------------------------
     Total                                       $15,113        $14,383
                                              ============================
     Average full time equivalent staff              565            532
     Noninterest expense to revenue (FTE)         62.75%         62.80%

Noninterest  expense for the first  quarter of 2005  increased  $730,000  (5.1%)
compared to the first quarter of 2004.  Salaries and benefits expense  increased
$202,000 (2.5%) to $8,369,000. The increase in salaries and benefits expense was
mainly  due to annual  salary  increases,  and new  employees  at the  Company's
recently opened branches in Turlock (April 2004),  Woodland (November 2004), and
Lincoln  (February  2005).  Other  categories  of  noninterest  expense  such as
equipment,  occupancy,  ATM network charges, and other also increased,  in part,
due to these newly opened branches.  Advertising and marketing expense increased
$151,000 (79%) to $342,000.

Provision for Income Tax
The  effective  tax rate for the three months ended March 31, 2005 was 39.3% and
reflects an increase from 37.6% for the three months  ended March 31, 2004.  The
provision for income taxes for all periods  presented is primarily  attributable
to the respective  level of earnings and the incidence of allowable  deductions,
particularly from increase in cash value of life insurance, tax-exempt loans and
state and municipal securities.

                                      -21-
Classified Assets
The  Company  closely  monitors  the  markets in which it  conducts  its lending
operations  and  continues  its strategy to control  exposure to loans with high
credit risk.  Asset reviews are performed  using grading  standards and criteria
similar to those employed by bank regulatory  agencies.  Assets receiving lesser
grades  fall  under  the  "classified  assets"  category,   which  includes  all
nonperforming  assets and potential problem loans, and receive an elevated level
of attention to ensure collection.

The following is a summary of classified assets on the dates indicated  (dollars
in thousands):

                               At March 31, 2005           At December 31, 2004
                           -------------------------    ------------------------
                             Gross Guaranteed  Net       Gross Guaranteed   Net
                           -----------------------------------------------------
Classified loans           $15,859   $8,263  $7,596    $22,337   $9,436  $12,901
Other classified assets          -        -       -          -        -        -
                           -----------------------------------------------------
Total classified assets    $15,859   $8,263  $7,596    $22,337   $9,436  $12,901
                           =====================================================

Allowance for losses/classified loans         213.2%                      124.5%
Allowance for loan losses/classified loans    191.7%                      112.6%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its  government-sponsored  agencies decreased $5,305,000 (41.1%) to
$7,596,000 at March 31, 2005 from $12,901,000 at December 31, 2004.

Nonperforming Loans
Loans are reviewed on an  individual  basis for  reclassification  to nonaccrual
status when any one of the following  occurs:  the loan becomes 90 days past due
as to  interest  or  principal,  the full and timely  collection  of  additional
interest or principal becomes  uncertain,  the loan is classified as doubtful by
internal credit review or bank regulatory  agencies,  a portion of the principal
balance has been charged off, or the Company takes possession of the collateral.
Loans that are placed on nonaccrual even though the borrowers  continue to repay
the  loans as  scheduled  are  classified  as  "performing  nonaccrual"  and are
included  in  total  nonperforming  loans.  The  reclassification  of  loans  as
nonaccrual does not necessarily reflect Management's judgment as to whether they
are collectible.

Interest income is not accrued on loans where Management has determined that the
borrowers  will  be  unable  to  meet  contractual   principal  and/or  interest
obligations,  unless the loan is well secured and in the process of  collection.
When a loan is placed on nonaccrual,  any previously accrued but unpaid interest
is  reversed.  Income on such loans is then  recognized  only to the extent that
cash is received  and where the future  collection  of  principal  is  probable.
Interest  accruals  are resumed on such loans only when they are  brought  fully
current  with  respect to interest and  principal  and when,  in the judgment of
Management, the loans are estimated to be fully collectible as to both principal
and interest.

Interest income on nonaccrual loans, which would have been recognized during the
three  months,  ended  March 31,  2005,  if all such  loans had been  current in
accordance with their original terms, totaled $408,000. Interest income actually
recognized  on these  loans  during the three  months  ended  March 31, 2005 was
$5,000.

The  Company's  policy is to place loans 90 days or more past due on  nonaccrual
status.  In some instances  when a loan is 90 days past due Management  does not
place  it on  nonaccrual  status  because  the loan is well  secured  and in the
process of  collection.  A loan is considered to be in the process of collection
if, based on a probable  specific  event,  it is expected  that the loan will be
repaid or brought current. Generally, this collection period would not exceed 30
days. Loans where the collateral has been repossessed are classified as OREO or,
if the collateral is personal  property,  the loan is classified as other assets
on the Company's financial statements.

                                      -22-
Management considers both the adequacy of the collateral and the other resources
of the  borrower  in  determining  the steps to be taken to  collect  nonaccrual
loans.   Alternatives  that  are  considered  are  foreclosure,   collecting  on
guarantees, restructuring the loan or collection lawsuits.

As shown in the following table, total nonperforming assets net of guarantees of
the  U.S.  Government,  including  its  agencies  and  its  government-sponsored
agencies, decreased $834,000 (17.0%) to $4,072,000 during the first three months
of 2005. Nonperforming assets net of guarantees represent 0.25% of total assets.
All nonaccrual loans are considered to be impaired when determining the need for
a specific valuation allowance. The Company continues to make a concerted effort
to work problem and potential problem loans to reduce risk of loss.
(dollars in thousands):
                                                  At March 31, 2005           At December 31, 2004
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
Performing nonaccrual loans                    $9,305   $7,347   $1,958    $11,043  $7,442   $3,601
Nonperforming, nonaccrual loans                 2,288      174    2,114      1,418     174    1,244
                                              ------------------------------------------------------
     Total nonaccrual loans                    11,593    7,521    4,072     12,461   7,616    4,845
Loans 90 days past due and still accruing           -        -        -         61       -       61
                                              ------------------------------------------------------
Total nonperforming loans                      11,593    7,521    4,072     12,522   7,616    4,906
Other real estate owned                             -        -        -          -       -        -
                                              ------------------------------------------------------
Total nonperforming assets                    $11,593   $7,521   $4,072    $12,522  $7,616   $4,906
                                              ======================================================
Nonperforming loans/total loans                                   0.34%                       0.42%
Nonperforming assets/total assets                                 0.25%                       0.30%
Allowance for losses/nonperforming loans                           398%                        327%
Allowance for loan losses/nonperforming loans                      358%                        296%
Allowance for Loan Losses
Credit  risk is inherent in the  business of lending.  As a result,  the Company
maintains  an  Allowance  for Loan  Losses  to  absorb  losses  inherent  in the
Company's  loan  portfolio.  This is  maintained  through  periodic  charges  to
earnings.  These  charges are shown in the  Consolidated  Income  Statements  as
provision for loan losses. All specifically identifiable and quantifiable losses
are  immediately  charged off against the allowance.  However,  for a variety of
reasons,  not all losses are immediately known to the Company and, of those that
are known,  the full extent of the loss may not be quantifiable at that point in
time.  The balance of the Company's  Allowance for Loan Losses is meant to be an
estimate of these unknown but probable  losses  inherent in the  portfolio.  For
purposes of this discussion, "loans" shall include all loans and lease contracts
that are part of the Company's portfolio.

The Company  formally  assesses  the  adequacy of the  allowance  on a quarterly
basis.  Determination  of the  adequacy is based on ongoing  assessments  of the
probable  risk in the  outstanding  loan  portfolio,  and to a lesser extent the
Company's loan commitments. These assessments include the periodic re-grading of
credits based on changes in their individual  credit  characteristics  including
delinquency,  seasoning,  recent financial performance of the borrower, economic
factors, changes in the interest rate environment,  growth of the portfolio as a
whole or by segment, and other factors as warranted.  Loans are initially graded
when  originated.  They are  re-graded as they are renewed,  when there is a new
loan to the same borrower,  when identified facts demonstrate heightened risk of
nonpayment,  or if they become  delinquent.  Re-grading of larger  problem loans
occur at least quarterly.  Confirmation of the quality of the grading process is
obtained by  independent  credit reviews  conducted by consultants  specifically
hired for this purpose and by various bank regulatory agencies.

                                      -23-
The Company's method for assessing the appropriateness of the allowance for loan
losses and the reserve for unfunded commitments includes specific allowances for
identified problem loans and leases as determined by SFAS 114, formula allowance
factors for pools of credits, and allowances for changing  environmental factors
(e.g., interest rates, growth, economic conditions, etc.). Allowance factors for
loan  pools are based on the  previous 5 years  historical  loss  experience  by
product type.  Allowances  for specific  loans are based on SFAS 114 analysis of
individual   credits.   Allowances  for  changing   environmental   factors  are
Management's  best estimate of the probable impact these changes have had on the
loan  portfolio as a whole.  This process is explained in detail in the notes to
the  Company's  Consolidated  Financial  Statements in its Annual Report on Form
10-K for the year ended December 31, 2004.

Based on the current conditions of the loan portfolio,  Management believes that
the  allowance for loan losses and the reserve for unfunded  commitments,  which
collectively  stand at  $16,195,000  at March 31,  2005,  are adequate to absorb
probable losses  inherent in the Company's loan  portfolio.  No assurance can be
given, however, that adverse economic conditions or other circumstances will not
result in increased losses in the portfolio.

The  following  tables  summarize the activity in the allowance for loan losses,
reserve for unfunded  commitments,  and allowance for losses (which is comprised
of the allowance for loan losses and the reserve for unfunded  commitments)  for
the periods indicated (dollars in thousands):

                                        Three months ended March 31,
                                        ----------------------------
                                             2005           2004
                                        ----------------------------
     Allowance for loan losses:
     Balance at beginning of period        $14,525        $12,890
     Provision for loan losses                 100            613
     Loans charged off                        (295)          (188)
     Recoveries of previously
       charged-off loans                       233             62
                                        ----------------------------
         Net charge-offs                       (62)          (126)
                                        ----------------------------
     Balance at end of period              $14,563        $13,377
                                        ============================

     Reserve for unfunded commitments:
     Balance at beginning of period         $1,532           $883
     Provision for losses -
       unfunded commitments                    100             37
                                        ----------------------------
     Balance at end of period               $1,632           $920
                                        ============================

     Balance at end of period:
     Allowance for loan losses             $14,563        $13,377
     Reserve for unfunded commitments        1,632            920
                                        ----------------------------
     Allowance for losses                  $16,195        $14,297
                                        ============================
     As a percentage of total loans:
     Allowance for loan losses               1.23%          1.35%
     Reserve for unfunded commitments        0.14%          0.09%
                                        ----------------------------
     Allowance for losses                    1.37%          1.44%
                                        ============================

                                      -24-
Capital Resources
The  current  and  projected  capital  position of the Company and the impact of
capital plans and long-term strategies are reviewed regularly by Management.

On March 11, 2004, the Company's Board of Directors approved a two-for-one stock
split of its common  stock.  The stock split was effected in the form of a stock
dividend that entitled  each  shareholder  of record at the close of business on
April 9, 2004 to receive one  additional  share for every share of TriCo  common
stock held on that date.  Shares  resulting  from the split were  distributed on
April 30, 2004.

Also at its  meeting  on March 11,  2004,  the Board of  Directors  approved  an
increase in the maximum number of shares to be  repurchased  under the Company's
stock  repurchase  plan  originally  announced  on July 31, 2003 from 250,000 to
500,000 effective on April 9, 2004, solely to conform with the two-for-one stock
split noted above. The 250,000 shares originally authorized for repurchase under
this  plan  represented   approximately  3.2%  of  the  Company's  approximately
7,852,000 common shares outstanding as of July 31, 2003. This plan has no stated
expiration date for the repurchases, which may occur from time to time as market
conditions  allow.  As of March 31, 2005,  the Company had  repurchased  236,400
shares under this plan as adjusted for the 2-for-1 stock split paid on April 30,
2004, which left 263,600 shares available for repurchase under the plan.

The  Company's  primary  capital  resource is  shareholders'  equity,  which was
$139,634,000 at March 31, 2005. This amount represents an increase of $1,502,000
from December 31, 2004,  the net result of  comprehensive  income for the period
($3,349,000) and the issuance of common shares via the exercise of stock options
($171,000),  partially  offset by the repurchase of common stock  ($286,000) and
dividends paid  ($1,732,000).  The Company's ratio of equity to total assets was
8.43%,  8.92%,  and 8.49% as of March 31, 2005, March 31, 2004, and December 31,
2004,   respectively.   The  following  summarizes  the  ratios  of  capital  to
risk-adjusted assets for the periods indicated:

                                At March 31,         At            Minimum
                            -----------------    December 31,    Regulatory
                             2005       2004        2004         Requirement
                            ------------------------------------------------
     Tier I Capital         10.81%     10.31%      10.67%           4.00%
     Total Capital          11.91%     11.49%      11.86%           8.00%
     Leverage ratio          9.95%      8.80%       9.86%           4.00%

Off-Balance Sheet Items
The Bank has certain  ongoing  commitments  under  operating and capital leases.
These commitments do not significantly impact operating results. As of March 31,
2005 commitments to extend credit and commitments  related to the Bank's deposit
overdraft  privilege  product were the Bank's only  financial  instruments  with
off-balance  sheet  risk.  The  Bank has not  entered  into  any  contracts  for
financial  derivative   instruments  such  as  futures,   swaps,  options,  etc.
Commitments to extend credit were  $474,291,000  and  $445,054,000  at March 31,
2005 and December 31, 2004, respectively, and represent 40.1% of the total loans
outstanding  at March 31, 2005 versus 38.0% at December  31,  2004.  Commitments
related to the Bank's deposit overdraft  privilege  product totaled  $31,348,000
and $28,815,000 at March 31, 2005 and December 31, 2004, respectively.

                                      -25-
Certain Contractual Obligations

The following chart summarizes certain contractual obligations of the Company as
of December 31, 2004:
Less than        1-3          3-5       More than
(dollars in thousands)                             Total      one year        years        years       5 years
                                                ------------------------------------------------------------------
Federal funds purchased                           $46,400      $46,400           -            -             -
FHLB loan, fixed rate of 5.41%
   payable on April 7, 2008, callable
   in its entirety by FHLB on a quarterly
   basis beginning April 7, 2003                   20,000            -           -      $20,000             -
FHLB loan, fixed rate of 5.35%
   payable on December 9, 2008                      1,500            -           -        1,500             -
FHLB loan, fixed rate of 5.77%
   payable on February 23, 2009                     1,000            -           -       $1,000             -
Capital lease obligation on premises,
   effective rate of 13% payable
   monthly in varying amounts
   through December 1, 2009                           344            -           -          344             -
Other collateralized borrowings,
   fixed rate of  0.91% payable on January 2, 2005  5,308        5,308           -            -             -
Junior subordinated debt, adjustable rate
   of three-month LIBOR plus 3.05%,
   callable in whole or in part by the
   Company on a quarterly basis beginning
   October 7, 2008, matures October 7, 2033        20,619            -           -            -        20,619
Junior subordinated debt, adjustable rate
   of three-month LIBOR plus 2.55%,
   callable in whole or in part by the
   Company on a quarterly basis beginning
   July 23, 2009, matures July 23, 2034            20,619            -           -            -        20,619
Operating lease obligations                         6,806        1,327      $2,202        1,662         1,615
Deferred compensation plans(1)                      1,544          262         462          427           393
Supplemental retirement plans(1)                    4,996          488         956          926         2,626
Employment agreements                                 233          115         118            -             -
                                                ------------------------------------------------------------------
Total contractual obligations                    $129,369      $53,900      $3,738      $25,859       $45,872
                                                ==================================================================
(1)  These amounts  represent known certain  payments to participants  under the
     Company's deferred compensation and supplemental retirement plans.

                                      -26-
Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Asset and Liability Management
The goal for managing the assets and  liabilities  of the Company is to maximize
shareholder  value and earnings while  maintaining a high quality  balance sheet
without exposing the Company to undue interest rate risk. The Board of Directors
has overall  responsibility  for the  Company's  interest  rate risk  management
policies.  The Company has an Asset and Liability  Management  Committee  (ALCO)
which establishes and monitors guidelines to control the sensitivity of earnings
to changes in interest rates.

Activities involved in asset/liability management include but are not limited to
lending,  accepting and placing  deposits,  investing in securities  and issuing
debt.   Interest  rate  risk  is  the  primary  market  risk   associated   with
asset/liability  management.  Sensitivity  of earnings to interest  rate changes
arises when yields on assets change in a different time period or in a different
amount from that of interest  costs on  liabilities.  To mitigate  interest rate
risk, the structure of the balance sheet is managed with the goal that movements
of interest  rates on assets and  liabilities  are  correlated and contribute to
earnings  even in  periods  of  volatile  interest  rates.  The  asset/liability
management  policy  sets  limits on the  acceptable  amount of  variance  in net
interest margin,  net income and market value of equity under changing  interest
environments.  Market value of equity is the net present value of estimated cash
flows from the Company's  assets,  liabilities and off-balance  sheet items. The
Company uses simulation  models to forecast net interest margin,  net income and
market value of equity.

Simulation of net interest  margin,  net income and market value of equity under
various  interest  rate  scenarios is the primary tool used to measure  interest
rate risk. Using computer-modeling  techniques,  the Company is able to estimate
the potential  impact of changing  interest  rates on net interest  margin,  net
income and market value of equity.  A balance sheet  forecast is prepared  using
inputs  of  actual  loan,   securities  and  interest-bearing   liability  (i.e.
deposits/borrowings) positions as the beginning base.

In the simulation of net interest  margin and net income under various  interest
rate scenarios,  the forecast balance sheet is processed  against seven interest
rate  scenarios.  These  seven  interest  rate  scenarios  include  a flat  rate
scenario,  which assumes  interest  rates are  unchanged in the future,  and six
additional rate ramp scenarios ranging from +300 to -300 basis points around the
flat scenario in 100 basis point  increments.  These ramp scenarios  assume that
interest  rates  increase  or  decrease  evenly  (in a  "ramp"  fashion)  over a
twelve-month period and remain at the new levels beyond twelve months.

In the  simulation  of  market  value of  equity  under  various  interest  rate
scenarios,  the forecast balance sheet is processed  against seven interest rate
scenarios.  These seven interest rate  scenarios  include the flat rate scenario
described  above,  and six additional rate shock scenarios  ranging from +300 to
-300 basis points around the flat scenario in 100 basis point increments.  These
rate shock scenarios assume that interest rates increase or decrease immediately
(in a "shock" fashion) and remain at the new level in the future.

At March 31, 2005,  the results of the  simulations  noted above  indicate  that
given a "flat"  balance  sheet  scenario,  and if deposit  rates  track  general
interest  rate changes by  approximately  50%, the  Company's  balance  sheet is
slightly  liability  sensitive.  "Liability  sensitive"  implies  that  earnings
decrease when interest rates rise,  and increase when interest  rates  decrease.
The  magnitude of all the  simulation  results  noted above is within the Bank's
policy guidelines. The asset liability management policy limits aggregate market
risk, as measured in this fashion,  to an acceptable level within the context of
risk-return trade-offs.

The simulation  results noted above do not incorporate  any management  actions,
which might  moderate the negative  consequences  of interest  rate  deviations.
Therefore,  they do not reflect likely actual results, but serve as conservative
estimates of interest rate risk.

At March 31, 2005 and 2004, the Company had no derivative financial instruments.

                                      -27-
Liquidity
The  Company's  principal  source of asset  liquidity is federal  funds sold and
marketable  investment securities available for sale. At March 31, 2005, federal
funds sold and investment  securities  available for sale totaled  $293,911,000,
representing  an increase of $7,898,000  or 2.8% from  December 31, 2004,  and a
decrease of  $13,736,000  or 4.5% from March 31, 2004. In addition,  the Company
generates  additional  liquidity  from its operating  activities.  The Company's
profitability  during the first three months of 2005  generated  cash flows from
operations of $7,446,000 compared to $6,506,000 during the first three months of
2004. Additional cash flows may be provided by financing  activities,  primarily
the  acceptance of deposits and borrowings  from banks.  Sales and maturities of
investment  securities  produced  cash inflows of  $14,244,000  during the three
months ended March 31, 2005 compared to  $19,662,000  for the three months ended
March 31,  2004.  During the three  months  ended  March 31,  2005,  the Company
invested   $25,525,000  and  $9,528,000  in  securities  and  net  loan  growth,
respectively, compared to $15,249,000 and $11,731,000 invested in securities and
net loan  growth,  respectively,  during the first three  months of 2004.  These
changes  in  investment  and loan  balances  contributed  to net  cash  used for
investing  activities  of  $22,317,000  during the three  months ended March 31,
2005,  compared to net cash used for investing  activities of $7,931,000  during
the three months ended March 31, 2004. Financing activities provided net cash of
$22,380,000  during the three months ended March 31, 2005,  compared to net cash
used by financing  activities of $23,936,000 during the three months ended March
31,  2004.  Deposit  balance  increases  and  exercise of common  stock  options
accounted  for  $49,916,000   and  $158,000  of  financing   sources  of  funds,
respectively,  during the three months ended March 31, 2005, compared to deposit
balance  increases  and exercise of common  stock  options  that  accounted  for
$3,116,000 and $540,000 of financing sources of funds, respectively,  during the
three months ended March 31, 2004. Dividends paid used $1,732,000 and $1,589,000
of cash  during  the  three  months  ended  March 31,  2005 and March 31,  2004,
respectively. A decrease in Federal funds purchased and the repurchase of common
stock used  $25,700,000 and $286,000 of cash,  respectively,  during the quarter
ended March 31, 2005.  Also,  the Company's  liquidity is dependent on dividends
received  from  the  Bank.  Dividends  from  the Bank  are  subject  to  certain
regulatory restrictions.

Item 4.  Controls and Procedures
The Chief Executive  Officer,  Richard Smith,  and the Chief Financial  Officer,
Thomas Reddish, evaluated the effectiveness of the Company's disclosure controls
and  procedures  as of  March  31,  2005  ("Evaluation  Date").  Based  on  that
evaluation,  they  concluded  that  as of  the  Evaluation  Date  the  Company's
disclosure  controls and procedures are effective to allow timely  communication
to them of  information  relating  to the  Company  and the Bank  required to be
disclosed in its filings with the  Securities  and Exchange  Commission  ("SEC")
under  the  Securities  Exchange  Act of  1934,  as  amended  ("Exchange  Act").
Disclosure  controls and  procedures are Company  controls and other  procedures
that are  designed to ensure that  information  required to be  disclosed by the
Company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.

No changes in the Company's  internal control over financial  reporting occurred
during  the  first  quarter  of  2005  that  have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

                                      -28-
PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

Due to the nature of the banking business, the Bank is at times party to various
legal actions;  all such actions are of a routine nature and arise in the normal
course of business of the Bank.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows information concerning the common stock repurchased by
the Company  during the first quarter of 2005  pursuant to the  Company's  stock
repurchase plan  originally  announced on July 31, 2003, as amended on March 11,
2004, to conform with the Company's  two-for-one  stock split effective on April
9, 2004,  which is discussed in more detail under  "Capital  Resources"  in this
report:
Period          (a) Total number    (b) Average price   (c) Total number of     (d) Maximum number
                of Shares purchased  paid per share     shares purchased as     of shares that may yet
                                                        part of publicly        be purchased under the
                                                        announced plans or      plans or programs
                                                        programs
-----------------------------------------------------------------------------------------------------------
Jan. 1-31, 2005             -              -                        -                 277,400
Feb. 1-28, 2005             -              -                        -                 277,400
Mar. 1-31, 2005        13,800            $20.78                13,800                 263,600
-----------------------------------------------------------------------------------------------------------
Total                  13,800            $20.78                13,800                 263,600
Item 6 - Exhibits

     3.1*      Restated  Articles of  Incorporation  dated May 9, 2003, filed as
               Exhibit  3.1 to  TriCo's  Quarterly  Report  on Form 10-Q for the
               quarter ended March 31, 2003.

     3.2*      Bylaws of TriCo Bancshares,  as amended,  filed as Exhibit 3.2 to
               TriCo's Form S-4  Registration  Statement  dated January 16, 2003
               (No. 333-102546).

     4*        Certificate of  Determination  of Preferences of Series AA Junior
               Participating  Preferred  Stock  filed as Exhibit  3.3 to TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2001.

     10.1*     Rights  Agreement  dated June 25, 2001,  between TriCo and Mellon
               Investor  Services  LLC filed as  Exhibit 1 to  TriCo's  Form 8-A
               dated July 25, 2001.

     10.2*     Form of Change of Control Agreement dated July 20, 2004,  between
               TriCo  and each of Craig  Carney,  Gary  Coelho,  W.R.  Hagstrom,
               Andrew  Mastorakis,  Rick  Miller,  Richard  O'Sullivan,   Thomas
               Reddish,  and Ray Rios filed as Exhibit 10.2 to TriCo's Quarterly
               Report on Form 10-Q for the quarter ended June 30, 2004.

     10.3*     TriCo's 1993 Non-Qualified Stock Option Plan filed as Exhibit 4.1
               to TriCo's Form S-8 Registration Statement dated January 18, 1995
               (No. 33-88704).

     10.4*     TriCo's  Non-Qualified  Stock Option Plan filed as Exhibit 4.2 to
               TriCo's Form S-8  Registration  Statement  dated January 18, 1995
               (No. 33-88704).

                                      -29-
10.5*     TriCo's  Incentive  Stock  Option  Plan filed as  Exhibit  4.3 to
               TriCo's Form S-8  Registration  Statement  dated January 18, 1995
               (No. 33-88704).

     10.6*     TriCo's 1995 Incentive  Stock Option Plan filed as Exhibit 4.1 to
               TriCo's  Form S-8  Registration  Statement  dated August 23, 1995
               (No. 33-62063).

     10.7*     TriCo's 2001 Stock  Option Plan as amended  filed as Exhibit 10.7
               to TriCo's Annual Report on Form 10-K for the year ended December
               31, 2004.

     10.8*     Employment  Agreement between TriCo and Richard Smith dated April
               20,  2004 filed as Exhibit  10.8 to TriCo's  Quarterly  Report on
               Form 10-Q for the quarter ended June 30, 2004.

     10.9*     Tri Counties  Bank  Executive  Deferred  Compensation  Plan dated
               September  1, 1987,  as restated  April 1, 1992,  and amended and
               restated effective as of January 1, 2004 filed as Exhibit 10.9 to
               TriCo's  Quarterly Report on Form 10-Q for the quarter ended June
               30, 2004.

     10.10*    Tri  Counties  Bank  Deferred  Compensation  Plan  for  Directors
               effective April 1, 1992, as amended and restated  effective as of
               January  1, 2004  filed as  Exhibit  10.10 to  TriCo's  Quarterly
               Report on Form 10-Q for the quarter ended June 30, 2004.

     10.11*    Amendments to Tri Counties Bank Executive  Deferred  Compensation
               Plan referenced at Exhibit 10.9,  effective as of January 1, 2005
               filed as Exhibit 10.11 to TriCo's  Annual Report on Form 10-K for
               the year ended December 31, 2004.

     10.12*    Amendments to Tri Counties Bank  Deferred  Compensation  Plan for
               Directors referenced at Exhibit 10.10, effective as of January 1,
               2005 filed as Exhibit 10.12 to TriCo's Annual Report on Form 10-K
               for the year ended December 31, 2004.

     10.13*    Tri Counties  Bank  Supplemental  Retirement  Plan for  Directors
               dated September 1, 1987, as restated January 1, 2001, and amended
               and  restated  January 1, 2004 filed as Exhibit  10.12 to TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

     10.14*    2004 TriCo Bancshares  Supplemental Retirement Plan for Directors
               effective  January  1, 2004  filed as  Exhibit  10.13 to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

     10.15*    Tri  Counties  Bank   Supplemental   Executive   Retirement  Plan
               effective  September 1, 1987, as amended and restated  January 1,
               2004 filed as Exhibit 10.14 to TriCo's  Quarterly  Report on Form
               10-Q for the quarter ended June 30, 2004.

     10.16*    2004 TriCo  Bancshares  Supplemental  Executive  Retirement  Plan
               effective  January  1, 2004  filed as  Exhibit  10.15 to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

                                      -30-
10.17*    Form of Joint  Beneficiary  Agreement  effective  March 31,  2003
               between Tri Counties  Bank and each of George  Barstow,  Dan Bay,
               Ron Bee, Craig Carney,  Robert Elmore, Greg Gill, Richard Miller,
               Andrew Mastorakis,  Richard  O'Sullivan,  Thomas Reddish,  Jerald
               Sax,  and  Richard  Smith,  filed as  Exhibit  10.14  to  TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2003.

     10.18*    Form of Joint  Beneficiary  Agreement  effective  March 31,  2003
               between Tri Counties Bank and each of Don Amaral,  William Casey,
               Craig Compton, John Hasbrook,  Michael Koehnen, Wendell Lundberg,
               Donald Murphy,  Carroll  Taresh,  and Alex  Vereshagin,  filed as
               Exhibit  10.15 to TriCo's  Quarterly  Report on Form 10-Q for the
               quarter ended September 30, 2003.

     10.19*    Form of  Tri-Counties  Bank  Executive  Long Term Care  Agreement
               effective  June 10, 2003  between Tri  Counties  Bank and each of
               Craig  Carney,   Andrew  Mastorakis,   Richard  Miller,   Richard
               O'Sullivan, and Thomas Reddish, filed as Exhibit 10.16 to TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2003.

     10.20*    Form of  Tri-Counties  Bank  Director  Long Term  Care  Agreement
               effective June 10, 2003 between Tri Counties Bank and each of Don
               Amaral,  William  Casey,  Craig Compton,  John Hasbrook,  Michael
               Koehnen,  Donald Murphy,  Carroll Taresh,  and Alex  Verischagin,
               filed as Exhibit 10.17 to TriCo's  Quarterly  Report on Form 10-Q
               for the quarter ended September 30, 2003.

     10.21*    Form of  Indemnification  Agreement between TriCo  Bancshares/Tri
               Counties Bank and each of the  directors of TriCo  Bancshares/Tri
               Counties  Bank  effective on the date that each director is first
               elected,  filed as Exhibit 10.18 to TriCo'S Annual Report on Form
               10-K for the year ended December 31, 2003.

     10.22*    Form of  Indemnification  Agreement between TriCo  Bancshares/Tri
               Counties Bank and each of Craig  Carney,  W.R.  Hagstrom,  Andrew
               Mastorakis, Rick Miller, Richard O'Sullivan,  Thomas Reddish, Ray
               Rios,  and  Richard  Smith  filed as  Exhibit  10.21  to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

     21.1      Tri  Counties  Bank,  a  California  banking  corporation,  TriCo
               Capital  Trust I, a Delaware  business  trust,  and TriCo Capital
               Trust II, a Delaware business trust, are the only subsidiaries of
               Registrant

     31.1      Rule 13a-14(a)/15d-14(a) Certification of CEO

     31.2      Rule 13a-14(a)/15d-14(a) Certification of CFO

     32.1      Section 1350 Certification of CEO

     32.2      Section 1350 Certification of CFO

       * Previously filed and incorporated by reference.

                                      -31-
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 hereunto duly authorized.

                                     TRICO BANCSHARES
                                       (Registrant)

Date:  May 4, 2005                   /s/ Thomas J. Reddish
                                     -----------------------------------
                                     Thomas J. Reddish
                                     Executive Vice President and
                                     Chief Financial Officer

                                      -32-
EXHIBITS

Exhibit 31.1

Rule 13a-14/15d-14 Certification of CEO

I, Richard P. Smith, certify that;

    1.    I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
    2.    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
    3.    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
    4.    The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this quarterly report is being prepared;
          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures  and presented in this  quarterly  report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this quarterly report based on such evaluation; and
          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               quarter  in the case of an  annual  report)  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting;
    5.    The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors;
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Date: May 4, 2005                       /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer

                                      -33-
Exhibit 31.2

Rule 13a-14/15d-14 Certification of CFO

I, Thomas J. Reddish, certify that;

    1.    I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
    2.    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
    3.    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
    4.    The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this quarterly report is being prepared;
          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures  and presented in this  quarterly  report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this quarterly report based on such evaluation; and
          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               quarter  in the case of an  annual  report)  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting;
    5.    The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors;
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Date: May 4, 2005                       /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and Chief
                                        Financial Officer

                                      -34-
Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended March 31, 2005 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I,  Richard P. Smith,
President and Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.

        /s/ Richard P. Smith
        -------------------------------------
        Richard P. Smith
        President and Chief Executive Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

Section 1350 Certification of CFO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended March 31, 2005 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Thomas J. Reddish,
Vice President and Chief Financial Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.

        /s/ Thomas J. Reddish
        -------------------------------------
        Thomas J. Reddish
        Executive Vice President and Chief Financial Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.

                                      -35-