<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended September 30, 1999              Commission file number 0-10661
------------------------------------              ------------------------------

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


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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of November 10, 1999: 7,145,179


<PAGE>
<TABLE>
<CAPTION>


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


                                                                  September 30,            December 31,
                                                                      1999                    1998
                                                               -------------------     ------------------
<S>                                                            <C>                    <C>
Assets:
Cash and due from banks                                                  $ 42,045               $ 50,483
Federal funds sold                                                          2,000                      -
                                                               -------------------     ------------------
   Cash and cash equivalents                                               44,045                 50,483
Securities available-for-sale                                             228,815                279,676
Loans, net of allowance for loan losses
   of $10,385 and $8,207, respectively                                    590,956                524,227
Premises and equipment, net                                                16,292                 16,088
Other real estate owned                                                       860                  1,412
Accrued interest receivable                                                 5,984                  5,821
Other assets                                                               31,814                 26,892
                                                               -------------------     ------------------
     Total assets                                                       $ 918,766              $ 904,599
                                                               ===================     ==================

Liabilities:
Deposits
 Noninterest-bearing demand                                             $ 141,916              $ 148,840
 Interest-bearing demand                                                  138,727                149,698
 Savings                                                                  221,372                220,810
 Time certificates                                                        268,090                249,825
                                                               -------------------     ------------------
     Total deposits                                                       770,105                769,173
Fed funds purchased                                                        10,400                 14,000
Accrued interest payable and other liabilities                             11,042                 11,473
Long term borrowings                                                       55,510                 37,924
                                                               -------------------     ------------------
     Total liabilities                                                    847,057                832,570

Shareholders' equity:
Common stock                                                               49,430                 48,838
Retained earnings                                                          26,887                 22,257
Accumulated other comprehensive income                                     (4,608)                   934
                                                               -------------------     ------------------
     Total shareholders' equity                                            71,709                 72,029
                                                               -------------------     ------------------
     Total liabilities and shareholders' equity                         $ 918,766              $ 904,599
                                                               ===================     ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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

                                                For the three months                    For the nine months
                                                ended September 30,                     ended September 30,
                                                -------------------                     -------------------
                                              1999                1998                1999               1998
                                              ----                ----                ----               ----
<S>                                            <C>                <C>                 <C>                 <C>
Interest income:
  Interest and fees on loans                   $ 13,978           $ 12,666            $ 39,251            $ 35,909
  Interest on investment
   securities-taxable                             2,979              3,696               9,492              11,186
  Interest on investment
   securities-tax exempt                            561                545               1,671               1,230
  Interest on federal funds sold                     40                  5                  83                 133
                                          --------------      -------------       -------------      --------------
     Total interest income                       17,558             16,912              50,497              48,458
                                          --------------      -------------       -------------      --------------

 Interest expense:
  Interest on deposits                            5,409              5,874              15,584              17,453
  Interest on federal funds purchased                56                199                 351                 267
  Interest on repurchase agreements                   2                153                  30                 365
  Interest on other borrowings                      770                516               1,963               1,095
                                          --------------      -------------       -------------      --------------
     Total interest expense                       6,237              6,742              17,928              19,180
                                          --------------      -------------       -------------      --------------

     Net interest income                         11,321             10,170              32,569              29,278

Provision for loan losses                           875                920               2,585               2,980
                                          --------------      -------------       -------------      --------------
    Net interest income after
     provision for loan losses                   10,446              9,250              29,984              26,298

Noninterest income:
  Service charges and fees                        1,792              1,798               5,279               5,555
  Other income                                    1,056                964               3,899               4,168
                                          --------------      -------------       -------------      --------------
        Total noninterest income                  2,848              2,762               9,178               9,723
                                          --------------      -------------       -------------      --------------
Noninterest expenses:
  Salaries and related expenses                   4,454              4,177              13,367              12,592
  Other, net                                      4,186              4,282              12,646              13,362
                                          --------------      -------------       -------------      --------------
       Total noninterest expenses                 8,640              8,459              26,013              25,954
                                          --------------      -------------       -------------      --------------
Net income before income taxes                    4,654              3,553              13,149              10,067

  Income taxes                                    1,721              1,269               4,831               3,712
                                          --------------      -------------       -------------      --------------
     Net income                                 $ 2,933            $ 2,284             $ 8,318             $ 6,355
                                          ==============      =============       =============      ==============
Basic earnings per common share                  $ 0.41             $ 0.33              $ 1.17              $ 0.91
                                          ==============      =============       =============      ==============
Diluted earnings per common share                $ 0.40             $ 0.31              $ 1.14              $ 0.87
                                          ==============      =============       =============      ==============
</TABLE>





<PAGE>
<TABLE>
<CAPTION>


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




                                               Common Stock                   Accumulated
                                                                                 Other
                                        Number                  Retained     Comprehensive                Comprehensive
                                       of shares     Amount     earnings        Income          Total         Income
                                      ------------  --------   ----------    ------------     ---------    ------------
<S>                                     <C>           <C>         <C>                <C>        <C>        <C>
Balance, December 31, 1998              7,050,990     $48,838     $22,257              $934     $72,029

Exercise of Common Stock options           99,290         504                                      $504

Repurchase of Common Stock                 (5,101)        (35)        (50)                         ($85)

Common stock cash dividends                                        (3,638)                      ($3,638)

Stock option amortization                                 123                                      $123

Comprehensive income:
 Net income                                                         8,318                        $8,318           $8,318
 Other comprehensive income, net of tax:
   Change in unrealized loss on securities,
    net of tax of $(2,535)                                                           (5,542)    ($5,542)         ($5,542)
                                                                                                          ---------------
 Other comprehensive income:                                                                                     ($5,542)
                                                                                                          ---------------
Comprehensive income                                                                                              $2,776
                                      ------------------------------------------------------------------  ===============
Balance, September 30, 1999             7,145,179     $49,430     $26,887           ($4,608)    $71,709
                                      ==================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                       TRICO BANCSHARES
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (in thousands)
                                                                      For the nine months
                                                                      ended September 30,
                                                                    1999               1998
<S>                                                                 <C>                <C>
Operating activities:
Net income                                                           $ 8,318            $ 6,355
Adjustments to reconcile net income to net cash provided
 by operating activities:
    Provision for loan losses                                          2,585              2,980
    Provision for losses on other real estate owned                       10                586
    Depreciation and amortization                                      1,954              1,942
    Amortization of intangible assets                                    851              1,004
    Accretion of investment security discounts                           461                (77)
    Deferred income taxes                                               (158)              (715)
    Investment security (gains) losses (net)                             (24)              (250)
    (Gain) loss on sale of OREO                                         (175)               (23)
    (Gain) loss on sale of loans                                        (692)              (351)
    (Gain) loss on sale of fixed assets                                    1                 79
    Amortization of stock options                                        123                124
    (Increase) decrease in interest receivable                          (163)                24
    Increase (decrease) in interest payable                             (352)               203
    (Increase) decrease in other assets and liabilities               (2,271)              (898)
                                                                -------------       ------------
         Net cash provided (used) by operating activities             10,468             10,983

Investing activities:
    Proceeds from maturities of securities held-to-maturity                -             12,022
    Proceeds from maturities of securities available-for-sale         58,653             67,019
    Proceeds from sale of securities available-for-sale               14,137             77,121
    Purchases of securities available-for-sale                       (31,138)          (172,682)
    Net (increase) decrease in loans                                 (69,580)           (69,805)
    Proceeds from sales of fixed assets                                   29                183
    Purchases of premises and equipment                               (1,722)            (1,232)
    Purchases and additions to real estate properties                      -                (21)
    Proceeds from the sale of OREO                                     1,016              1,439
                                                                -------------       ------------
         Net cash provided (used) by investing activities            (28,605)           (85,956)

Financing activities:
    Net increase (decrease) in deposits                                  932                898
    Net increase (decrease) in Fed funds purchased                    (3,600)            23,500
    Borrowings under long-term debt agreements                        21,000             30,000
    Payments of principal on long-term debt agreements                (3,414)            (5,012)
    Cash dividends - Common                                           (3,638)            (2,255)
    Repurchase of common stock                                           (85)               (59)
    Exercise of common stock options                                     504                253
                                                                -------------       ------------
         Net cash provided (used) by financing activities             11,699             47,325
                                                                -------------       ------------

         Increase (decrease) in cash and cash equivalents             (6,438)           (27,648)
         Cash and cash equivalents at beginning of year               50,483             63,476
                                                                -------------       ------------
         Cash and cash equivalents at end of period                 $ 44,045           $ 35,828
                                                                =============       ============

Supplemental information:
    Cash paid for taxes                                              $ 5,836            $ 5,035
    Cash paid for interest expense                                  $ 18,280           $ 18,977

</TABLE>
<PAGE>




                     Item 1. Notes to Condensed Consolidated
                              Financial Statements

Note A - Basis of Presentation

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

The interim  results for the three months ended  September 30, 1999 and 1998 are
not  necessarily  indicative of results for the full year. It is suggested  that
these financial  statements be read in conjunction with the financial statements
and the  notes  included  in the  Company's  Annual  Report  for the year  ended
December 31, 1998.

Note B - Comprehensive Income

As of January 1, 1998,  the Company  adopted  Statement of Financial  Accounting
Standards No. 130,  Reporting  Comprehensive  Income (SFAS 130).  This statement
establishes  standards for the reporting and display of comprehensive income and
its  components  in the  financial  statements.  For the Company,  comprehensive
income  includes net income  reported on the  statement of income and changes in
the  fair  value  of  its  available-for-sale   investments  reported  as  other
comprehensive  income.  The following  table presents net income adjusted by the
change in unrealized gains or losses on the available-for-sale  investments as a
component of comprehensive income (in thousands).


                                        Three months ended     Nine months ended
                                           September 30,           September 30,
                                        1999        1998      1999          1998
                                        -------   -------     -------    -------
Net income                              $ 2,933   $ 2,284     $ 8,318    $ 6,355
Net change in unrealized gains (losses)
  on securities available-for-sale       (1,167)      996      (5,542)     1,148
                                        -------   -------     --------   -------

Comprehensive income                    $ 1,766   $ 3,280     $ 2,776    $ 7,503
                                        =======   =======     ========   =======






<PAGE>


Note C - Earnings per Share

The Company's basic and diluted earnings per share are as follows
 (in thousands except per share data):
                                           Three Months Ended September 30, 1999
                                                         Weighted
                                                          Average      Per-Share
                                                Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders   $2,933    7,140,427       $0.41
Common stock options outstanding                    --      189,194
Diluted Earnings per Share
  Net income available to common shareholders   $2,933    7,329,621       $0.40
                                                ======    =========

                                           Three Months Ended September 30, 1998
                                                         Weighted
                                                          Average      Per-Share
                                                Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders   $2,284    7,025,057       $0.33
Common stock options outstanding                     --     240,061
Diluted Earnings per Share
  Net income available to common shareholders   $2,284    7,265,118       $0.31
                                                ======    =========

                                           Nine Months Ended September 30, 1999
                                                         Weighted
                                                          Average      Per-Share
                                                Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders   $8,318    7,123,585       $1.17
Common stock options outstanding                     --     189,522
Diluted Earnings per Share
  Net income available to common shareholders   $8,318    7,313,107       $1.14
                                                ======    =========

                                           Nine Months Ended September 30, 1998
                                                         Weighted
                                                          Average      Per-Share
                                                Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders   $6,355    7,016,220       $0.91
Common stock options outstanding                     --     260,516
Diluted Earnings per Share
  Net income available to common shareholders   $6,355    7,276,736       $0.87
                                                ======    =========



<PAGE>



Note D - Business Segments

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards  No. 131,  Disclosures  About  Segments of an  Enterprise  and Related
Information,  (SFAS 131). This Statement establishes standards for the reporting
and display of information about operating segments and related disclosures.

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

The accounting  policies of the segments are the same as those described in Note
A. The Company  evaluates  segment  performance based on net interest income, or
profit or loss from operations,  before income taxes not including  nonrecurring
gains and losses.

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


<PAGE>


Summarized financial information concerning the Bank's reportable segments is as
follows (in thousands):
                                        Community
                                         Banking          Other         Total
Three Months Ended September 30, 1999
Net interest income                     $  10,338      $    107      $  10,445
Noninterest income                          2,328           520          2,848
Noninterest expense                         8,372           268          8,640
Net income                                  2,724           209          2,933
Assets                                   $911,898       $ 6,868       $918,766

Three Months Ended September 30, 1998
Net interest income                    $    9,227     $      23      $   9,250
Noninterest income                          2,094           668          2,762
Noninterest expense                         7,922           537          8,459
Net income                                  2,183           101          2,284
Assets                                   $879,919       $ 1,589       $881,508

Nine Months Ended September 30, 1999
Net interest income                     $  29,785      $    198      $  29,983
Noninterest income                          7,388         1,790          9,178
Noninterest expense                        25,079           934         26,013
Net income                                  7,679           639          8,318
Assets                                   $911,898        $6,868       $918,766

Nine Months Ended September 30, 1998
Net interest income                     $  26,272      $     26     $   26,298
Noninterest income                          8,122         1,601          9,723
Noninterest expense                        24,917         1,037         25,954
Net income                                  5,980           375          6,355
Assets                                   $879,919        $1,589       $881,508


<PAGE>


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

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

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

Overview

The Company had record  quarterly  earnings of $2,933,000  for the quarter ended
September 30, 1999. The quarterly earnings represented a 28.4% increase over the
$2,284,000  reported for the same period of 1998. Diluted earnings per share for
the third  quarter of 1999 were $0.40 versus  $0.31 in the year earlier  period.
Earnings for the nine months ended  September  30, 1999 were  $8,318,000  versus
year ago results of $6,355,000,  and represented a 30.9%  increase.  The diluted
earnings per share were $1.14 and $0.87 for the respective nine-month periods.

Factors  contributing to the improved  operating results included continued loan
growth,  an increase in net interest  rate spread,  a reduction in provision for
loan losses, and improved operating efficiency.

Net interest income grew by $1,165,000  (11.2%) to $11,613,000 on a fully tax
equivalent basis. Interest income was up $660,000 (3.8%) due to higher quarter-
over-quarter volume of earning assets ($824,277,000 versus $792,701,000).  The
average yield on earning assets decreased one basis point to 8.66%. Interest
expense decreased $505,000 (7.5%) as a result of a 2.8% increase in average
balances of interest bearing liabilities to $668,039,000 which was offset by a
40 basis point decrease in the average rate paid on interest bearing liabilities
to 3.63%.  Net  interest  margin was 5.64% for the third quarter of 1999 versus
5.27% in the same quarter of the prior year.

The  provision  for loan  losses of $875,000  for the third  quarter of 1999 was
$45,000 (4.9%) lower than the $920,000 recorded in the same quarter of 1998.

Noninterest  income for the third quarter of 1999  increased  $86,000  (3.1%) to
$2,848,000  from the same  period  in 1998.  Gains on the sale of loans  were up
$82,000 (143.9%) to $139,000.  Commissions on the sale of mutual funds and
annuities were up $55,000 (12.3%) to $503,000.  Gains on the sale of investments
were $0 in the third quarter of 1999 compared to $114,000 in the third quarter
of 1998.

Noninterest expense increased $181,000 (2.1%) to $8,640,000 in the third quarter
1999 versus 1998.  Salary and benefit expense  increased  $277,000 (6.6%) to
$4,454,000.  Base salaries  increased $184,000 (6.3%). Other  expenses decreased
$96,000  (2.2%).  On a quarter-over-quarter  basis, provision for OREO valuation
was reduced $69,000 to $0, and intangible asset amortization  decreased $51,000
(15.2%) to $284,000.

Assets of the Company totaled $918,766,000 at September 30, 1999 and represented
increases of  $14,167,000  (1.6%) and  $37,258,000  (4.2%) from the December 31,
1998 and September 30, 1998 ending  balances,  respectively.  Changes in average
earning assets from the prior year third quarter-end balances included an
increase in loans of $81,708,000 (6.19%) to $587,085,000 and a decrease in
securities of $52,882,000 (29.2%) to $233,997,000.  From year-end 1998 balances,
nonperforming assets have increased $130,000 (4.22%) and total $3,207,000 at
September 30, 1999.  Nonperforming  assets were 0.35% and 0.34% of total assets
at September 30, 1999 and  December 31, 1998, respectively.

Year-to-date 1999,  on an  annualized  basis,  the Company  realized a return on
assets of 1.24% and a return on equity of 15.19%  versus 1.01% and 12.55% in the
nine months ended September 30, 1998.  TriCo Bancshares ended the quarter with a
Tier 1 capital ratio of 10.19% and a total risk-based capital ratio of 11.44%.

The  following  tables  provide a summary  of the major  elements  of income and
expense for the third  quarter of 1999  compared  with the third quarter of 1998
and for the first nine  months of 1999  compared  with the first nine  months of
1998.



<PAGE>
<TABLE>
<CAPTION>

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



                                                            Three months
                                                         ended September 30,                    Percentage
                                                    1999                    1998                  Change
                                                        (in thousands, except                    increase
                                                         earnings per share)                    (decrease)
<S>                                                  <C>                      <C>                        <C>
Interest income                                      $ 17,850                 $ 17,190                    3.8%
Interest expense                                        6,237                    6,742                   (7.5%)
                                               ---------------         ----------------

Net interest income                                    11,613                   10,448                   11.2%

Provision for loan losses                                 875                      920                   (4.9%)
                                               ---------------         ----------------

Net interest income after                              10,738                    9,528                   12.7%
  provision for loan losses

Noninterest income                                      2,848                    2,762                    3.1%
Noninterest expenses                                    8,640                    8,459                    2.1%
                                               ---------------         ----------------

Net income before income taxes                          4,946                    3,831                   29.1%
Income taxes                                            1,721                    1,269                   35.6%
Tax equivalent adjustment1                                292                      278                    5.0%
                                               ---------------         ----------------

Net income                                              2,933                    2,284                   28.4%
                                               ===============         ================


Diluted earnings per common share                      $ 0.40                   $ 0.31                   29.0%




1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
for September 30, 1999 and 1998.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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



                                                             Nine months
                                                         ended September 30,                    Percentage
                                                    1999                    1998                  Change
                                                        (in thousands, except                    increase
                                                         earnings per share)                    (decrease)
<S>                                                  <C>                      <C>                  <C>
Interest income                                      $ 51,366                 $ 49,085                    4.6%
Interest expense                                       17,928                   19,180                   (6.5%)
                                               ---------------         ----------------

Net interest income                                    33,438                   29,905                   11.8%

Provision for loan losses                               2,585                    2,980                  (13.3%)
                                               ---------------         ----------------

Net interest income after                              30,853                   26,925                   14.6%
  provision for loan losses

Noninterest income                                      9,178                    9,723                   (5.6%)
Noninterest expenses                                   26,013                   25,954                    0.2%
                                               ---------------         ----------------

Net income before income taxes                         14,018                   10,694                   31.1%
Income taxes                                            4,831                    3,712                   30.1%
Tax equivalent adjustment1                                869                      627                   38.6%
                                               ---------------         ----------------

Net income                                              8,318                    6,355                   30.9%
                                               ===============         ================


Diluted earnings per common share                      $ 1.14                   $ 0.87                   31.0%



1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
for September 30, 1999 and 1998.
</TABLE>
<PAGE>


Net Interest Income / Net Interest Margin

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

For the three  months  ended  September  30,  1999,  interest  income  increased
$660,000  (3.8%)  over the same  period in 1998.  The  average  balance of total
earning assets was higher by $31,576,000  (4.0%).  Average loan balances were up
$81,708,000 (16.2%) which resulted in a $2,047,000 increase in interest income
while average balances of securities and fed funds sold were down  $50,132,000
(17.5%) which resulted in an $802,000 decrease in interest income.  The  average
yield on loans was lower by 50 basis points while the average yield on
securities and fed funds sold increased 25 and 52 basis points, respectively.
The overall yield on average earning assets fell 1 basis point to 8.66% which
decreased interest income by $585,000.

For the third quarter of 1999,  interest expense decreased  $505,000 (7.5%) over
the year earlier period.  Average balances of interest-bearing  liabilities were
up  $18,724,000  (2.8%).  The  average  rate paid on demand,  savings,  and time
deposits  decreased 72, 3, and 50 basis points  respectively,  and accounted for
$259,000,   $19,000,   and  $330,000  of  the  decrease  in  interest   expense,
respectively. The average rate paid on interest bearing liabilities decreased 40
basis points to 3.63% and resulted in a $630,000 decrease in interest expense.

The combined  effect of the increase in interest income and decrease in interest
expense for the third  quarter of 1999  versus  1998  resulted in an increase of
$1,165,000  (11.2%) in net interest income.  Net interest margin was up 37 basis
points to 5.64% from 5.27% for the same period a year ago.  To the extent the
bank continues to be successful in replacing some of the investment portfolio
with higher yielding loans, the net interest margin should tend to move higher
during the balance of 1999.

The nine-month  period ending  September 30, 1999,  reflects an interest  income
increase  of  $2,281,000  (4.7%)  over the same  period in 1998.  An increase of
$80,758,000  (16.9%) in average  balances on loans  accounted  for a  $6,075,000
increase in interest  income while a decrease of $29,055,000 (10.3%) in average
balances of securities accounted for a $1,345,000 decrease in interest income.
The average yield  received on all earning assets for the nine month period
ended  September  30, 1999 was down 16 basis points to 8.42%, and resulted in a
$2,415,000 offset against interest income growth.

Interest expense for the nine-month period decreased $1,252,000 (6.5%) from that
for the same period in 1998.  Volume increases in  interest-bearing  liabilities
added $796,000 to interest expense.  This was offset by a 42 basis point decline
in the overall  average rate paid on  interest-bearing  liabilities in the first
nine months of 1999 to 3.54%, which decreased interest expense by $2,408,000.

The combined  effect of the increase in interest income and decrease in interest
expense for the first nine months of 1999 versus 1998 resulted in an increase of
$3,533,000  (11.8%) in net interest  income.  Net interest  margin rose 25 basis
points to 5.48 from 5.23%.

The following  four tables  provide  summaries of the components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter and nine month periods ended  September 30, 1999 versus the same periods
in 1998.


<PAGE>
<TABLE>
<CAPTION>

                                                     TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                   Three Months Ended
                                              30-Sep-99                                        30-Sep-98

                               Average          Income/         Yield/         Average           Income/        Yield/
                               Balance1         Expense         Rate           Balance1          Expense        Rate
<S>                            <C>              <C>             <C>            <C>               <C>            <C>
Assets
Earning assets
  Loans 2,3                        $587,085       $ 13,978           9.52%         $505,377       $ 12,666          10.02%
  Securities4                       233,997          3,832           6.55%          286,879          4,519           6.30%
  Federal funds sold                  3,195             40           5.01%              445              5           4.49%
                               -------------    -----------                    -------------     ----------
    Total earning assets            824,277         17,850           8.66%          792,701         17,190           8.67%
                                                -----------                                      ----------
Cash and due from bank               36,571                                          35,150
Premises and equipment               16,384                                          16,665
Other assets, net                    40,407                                          32,091
Less:  allowance
  for loan losses                    (9,888)                                         (7,424)
                               -------------                                   -------------
      Total                        $907,751                                        $869,183
                               =============                                   =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $144,455            572           1.58%         $136,991            788           2.30%
  Savings deposits                  219,793          1,686           3.07%          209,166          1,623           3.10%
  Time deposits                     263,933          3,151           4.78%          262,592          3,463           5.28%
Federal funds purchased               4,129             56           5.43%           13,552            199           5.87%
Short-term debt                         217              2           5.16%           10,583            153           5.78%
Long-term debt                       55,512            770           5.55%           36,431            516           5.67%
                               -------------    -----------                    -------------     ----------
   Total interest-bearing
      liabilities                   688,039          6,237           3.63%          669,315          6,742           4.03%
                                                -----------                                      ----------
Noninterest-bearing deposits        133,577                                         119,724
Other liabilities                    13,885                                          11,164
Shareholders' equity                 72,250                                          68,980
                               -------------                                   -------------
    Total liabilities
      and shareholders' equity     $907,751                                        $869,183
                               =============                                   =============

Net interest rate spread5                                            5.03%                                           4.64%
Net interest income/net                           $ 11,613                                        $ 10,448
                                                ===========                                      ==========
  interest margin6                                   5.64%                                           5.27%
                                                ===========                                      ==========

1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $706,000 in 1999 and
$744,000 in 1998.
4Interest income is stated on a tax equivalent basis of 1.52 at September 30,
1999 and 1998.
5Net   interest   rate   spread   represents   the  average   yield   earned  on
interest-earning   assets  less  the  average  rate  paid  on   interest-bearing
liabilities.
6Net interest margin is computed by dividing net interest income by
total average earning  assets.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                   TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                     Nine Months Ended
                                              30-Sep-99                                        30-Sep-98

                                Average         Income/         Yield/           Average         Income/         Yield/
                                Balance1        Expense         Rate             Balance1        Expense         Rate
<S>                             <C>             <C>             <C>              <C>             <C>             <C>
Assets
Earning assets
  Loans 2,3                        $ 558,251        $ 39,251         9.37%         $ 477,493        $ 35,909         10.03%
  Securities4                        253,008          12,032         6.34%           282,063          13,043          6.17%
  Federal funds sold                   2,296              83         4.82%             3,083             133          5.75%
                                -------------   -------------                    ------------    ------------
    Total earning assets             813,555          51,366         8.42%           762,639          49,085          8.58%
                                                -------------                                    ------------
Cash and due from bank                35,762                                          32,939
Premises and equipment                16,272                                          17,836
Other assets, net                     36,576                                          33,330
Less:  allowance
  for loan losses                     (9,198)                                         (7,025)
                                -------------                                    ------------
      Total                        $ 892,967                                       $ 839,719
                                =============                                    ============
Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 144,364           1,697         1.57%         $ 134,599           2,291          2.27%
  Savings deposits                   222,323           5,046         3.03%           211,141           4,860          3.07%
  Time deposits                      250,856           8,841         4.70%           260,365          10,302          5.28%
Federal funds purchased                9,287             351         5.04%             6,151             267          5.79%
Short-term debt                          821              30         4.87%             8,521             365          5.71%
Long-term debt                        47,684           1,963         5.49%            25,610           1,095          5.70%
                                -------------   -------------                    ------------    ------------
   Total interest-bearing
      liabilities                    675,335          17,928         3.54%           646,387          19,180          3.96%
                                                -------------                                    ------------
Noninterest-bearing deposits         131,942                                         114,503
Other liabilities                     12,696                                          11,297
Shareholders' equity                  72,994                                          67,532
                                -------------                                    ------------
    Total liabilities
      and shareholders' equity     $ 892,967                                       $ 839,719
                                =============                                    ============

Net interest rate spread5                                            4.88%                                            4.62%
Net interest income/net                             $ 33,438                                        $ 29,905
                                                =============                                    ============
  interest margin6                                     5.48%                                           5.23%
                                                =============                                    ============

1Average  balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest  income  on loans  includes  fees on loans of  $2,194,000  in 1999 and
$2,173,000 in 1998.
4Interest income is stated on a tax equivalent basis of 1.52 at September 30,
1999 and 1998. 5Net interest rate spread represents the average yield  earned
on  interest-earning   assets  less  the  average  rate  paid  on
interest-bearing  liabilities.
6Net interest margin is computed by dividing net interest income by total
average earning assets.
</TABLE>

<PAGE>

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



                                For the three months ended September 30,
                                           1999 over 1998

                                                  Yield/
                               Volume             Rate4             Total
                            -----------       -----------       -----------
Increase (decrease) in
  interest income:
    Loans 1,2                  $ 2,047            $ (735)          $ 1,312
    Investment securities3        (833)              146              (687)
    Federal funds sold              31                 4                35
                            -----------       -----------       -----------
      Total                      1,245              (585)              660
                            -----------       -----------       -----------
Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)            43              (259)             (216)
    Savings deposits                82               (19)               63
    Time deposits                   18              (330)             (312)
    Federal funds purchased       (138)               (5)             (143)
    Short-term debt               (150)               (1)             (151)
    Long-term debt                 270               (16)              254
                            -----------       -----------       -----------
      Total                        125              (630)             (505)
                            -----------       -----------       -----------
Increase (decrease) in
  net interest income          $ 1,120              $ 45           $ 1,165
                            ===========       ===========       ===========


1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $706,000 in 1999 and
$744,000 in 1998.  3Interest  income is stated on a tax equivalent basis of 1.52
for September 30, 1999 and 1998 respectively.
4The rate/volume variance has been included in the rate variance.

<PAGE>


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



                                         For the nine months ended September 30,
                                                      1999 over 1998

                                                    Yield/
                                    Volume           Rate4              Total
                                -----------    ------------    ---------------
Increase (decrease) in
  interest income:
    Loans 1,2                      $ 6,075        $ (2,733)           $ 3,342
    Investment securities3          (1,345)            334             (1,011)
    Federal funds sold                 (34)            (16)               (50)
                                -----------    ------------    ---------------
      Total                          4,696          (2,415)             2,281
                                -----------    ------------    ---------------
Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)               166            (760)              (594)
    Savings deposits                   257             (71)               186
    Time deposits                     (377)         (1,084)            (1,461)
    Federal funds purchased            136             (52)                84
    Short-term debt                   (330)             (5)              (335)
    Long-term debt                     944             (76)               868
                                -----------    ------------    ---------------
      Total                            796          (2,048)            (1,252)
                                -----------    ------------    ---------------
Increase (decrease) in
  net interest income              $ 3,900          $ (367)           $ 3,533
                                ===========    ============    ===============


1Nonaccrual loans are included.
2Interest income on loans includes fee income on loans of $2,194,000 in 1999 and
$2,173,000 in 1998. 3Interest income is stated on a tax equivalent basis of 1.52
for September 30, 1999 and 1998.
4The rate/volume variance has been included in the rate variance.


<PAGE>


Provision for Loan Losses

The Bank  provided  $875,000 for loan losses in the third quarter of 1999 versus
$920,000 in 1998.  Net  charge-offs  for all loans in the third  quarter of 1999
totaled $206,000 versus $197,000 in the year earlier period.

Noninterest Income

Noninterest  income for the third quarter of 1999  increased  $86,000  (3.1%) to
$2,848,000  from the same  period  in 1998.  Gains on the sale of loans  were up
$82,000 (143.9%) to $139,000.  Commissions on the sale of mutual funds and
annuities were up $55,000 (12.3%) to $503,000. Gains on the sale of investments
were $0 in the third quarter of 1999 compared to $114,000 in the third quarter
of 1998.

For the nine months ended  September  30,  noninterest  income was down $545,000
(5.6%) over the same period for 1998. The Bank sold its credit card portfolio of
$14,365,000 for a gain of $793,000 in the second quarter of 1998.  Excluding the
gain on the sale of the credit card  portfolio in 1998,  noninterest  income for
the nine months ended September 30, 1999 increased $243,000 (2.7%) from the same
period in 1998.  Significant  changes in the following items  contributed to the
$243,000  increase:  commissions  on mutual  fund and  annuity  sales  increased
$133,000 to $1,688,000, ATM fees increased $101,000 to $674,000, gain on sale of
loans  increased  $341,000 to $692,000,  gain on sale of other real estate owned
increased  $154,000 to $175,000,  credit card fees decreased $240,000 to $0, and
gain on sale of investments decreased $227,000 to $24,000.

Noninterest Expense

Noninterest expense increased $181,000 (2.1%) to $8,640,000 in the third quarter
1999 versus 1998.  Salary and benefit expense  increased  $277,000 (6.6%).  Base
salaries  increased  $184,000 (6.3%).  Approximately  $99,000 of the increase in
base salaries was due to the recently opened Beale and Visalia  branches and the
recent  conversion of the Bakersfield and Sacramento loan production  offices to
full  service   branches.   Other  expenses   decreased  $96,000  (2.2%).  On  a
quarter-over-quarter  basis, provision for OREO valuation was reduced $69,000 to
$0, and intangible asset amortization  decreased $51,000 (15.2%) to $284,000. In
total, all other categories of noninterest expense remained essentially
unchanged from the year ago quarter despite the new branch openings and
conversions noted above.

For the first nine months noninterest  expenses increased $59,000 (0.2%) in 1999
compared to 1998.  Salary and benefit  expense  increased  $775,000  (6.2%) on a
year-over-year  basis. Base salaries increased  $306,000 (3.5%).  Other expenses
decreased $716,000 (5.4%). The following changes contributed to the net decrease
in other expenses:  OREO provisions and expenses  decreased $378,000 to $32,000,
and amortization of intangible assets decreased $152,000 to $851,000.




Provision for Income Taxes

The effective tax rate for the nine months ended September 30, 1999 is 36.7% and
reflects a decrease from 36.9% in the year earlier period. The tax rate is lower
than the  statutory  rate of 40.4% due  primarily to  nontaxable  earnings  from
municipal bonds.

Loans

At September 30, 1999,  loan balances were  $82,446,000  (15.9%) higher than the
ending  balances at September 30, 1998 and  $68,907,000  (12.9%) higher than the
ending balances at December 31, 1998. On a year-over-year basis at September 30,
commercial,  real estate mortgage,  real estate construction,  and consumer loan
balances were higher by  $64,377,000  (29.8%),  $10,732,000  (5.5%),  $4,914,000
(15.8%),  and  $2,423,000  (3.2%)  respectively.  Consumer  loan  balances  were
relatively flat from one year ago.

Securities

At  September  30,  1999,  securities  available-for-sale  had a fair  value  of
$228,815,000  and an amortized cost of  $236,110,000.  At September 30, 1999
this portfolio  contained mortgage-backed  securities  with an  amortized  cost
of $143,683,000 of which $20,653,000 were CMOs. At December 31, 1998, securities
available-for-sale had a fair value of $279,676,000 and an amortized cost of
$278,200,000.  At December 31, 1998, this portfolio contained mortgage-backed
securities with an amortized cost of $166,557,000 of which $31,152,000 were
CMOs.


<PAGE>
Nonperforming Loans

As shown in the following table, total nonperforming  assets have increased 4.2%
to $3,207,000 in the first nine months of 1999.  Nonperforming  assets represent
0.35% of total assets, compared to .34% at year-end 1998.  All nonaccrual  loans
are considered to be impaired when determining the valuation allowance under
SFAS 114. The Bank continues to make a concerted  effort to work problem and
potential problem loans to reduce risk of loss.

                                          September 30,        December 31,
                                               1999                1998

Nonaccrual loans                                   $ 1,190             $ 1,045
Accruing loans past due 90 days or more              1,157                 620
Restructured loans (in compliance with
  modified terms)                                        -                   -
                                        -------------------   -----------------
     Total nonperforming loans                       2,347               1,665
Other real estate owned                                860               1,412
                                        -------------------   -----------------
     Total nonperforming assets                    $ 3,207             $ 3,077
                                        ===================   =================
Nonincome producing investments in real
  estate held by Bank's real estate
    development subsidiary                             $ -               $ 856
                                        ===================   =================
Nonperforming loans to total loans                   0.39%               0.31%
Allowance for loan losses to
  nonperforming loans                                 442%                493%
Nonperforming assets to total assets                 0.35%               0.34%
Allowance for loan losses to
  nonperforming assets                                324%                267%


<PAGE>
Allowance for Loan Loss

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

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

                                     For the nine months ended September 30
                                      1999                           1998
                                                 (in thousands)
Balance, Beginning of period              $ 8,206                   $ 6,459
Provision charged to operations             2,585                     2,980
Loans charged off                            (514)                   (1,831)
Recoveries of loans previously
  charged off                                 108                       253
                                ==================       ===================
Balance, end of period                   $ 10,385                   $ 7,861
                                ==================       ===================

Ending loan portfolio                   $ 601,341                 $ 518,895
                                ==================       ===================
Allowance as a percentage
  of ending loan portfolio                  1.73%                     1.51%
                                ==================       ===================


Equity

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

                                                                                     To Be Well
                                                                                  Capitalized Under
                                                                For Capital       Prompt Corrective
                                         Actual            Adequacy Purposes     Action Provisions
                                     Amount     Ratio        Amount     Ratio      Amount   Ratio
<S>                                  <C>        <C>           <C>        <C>       <C>      <C>
As of  September 30, 1999:
Total Capital to Risk Weighted Assets:
    Consolidated                     $78,143   11.44%       =>$54,652 =>8.0%     =>$68,315  =>10.0%
    Tri Counties Bank                $77,164   11.31%       =>$54,581 =>8.0%     =>$68,226  =>10.0%
Tier I Capital to Risk Weighted Assets:
    Consolidated                     $69,604   10.19%       =>$27,326 =>4.0%     =>$40,989  => 6.0%
    Tri Counties Bank                $68,613   10.06%       =>$27,291 =>4.0%     =>$40,936  => 6.0%
Tier I Capital to Average Assets:
    Tri Counties Bank                $68,613    7.62%       =>$36,008 =>4.0%     =>$45,011  => 5.0%

</TABLE>

<PAGE>

Year 2000

The Company provided  extensive  information  regarding its preparations for the
Year 2000 Century Date Change (Y2K) in the "Management's Discussion and Analysis
of Financial Condition and Results of Operstions" section of the 1998 annual
report on Form 10-K, filed by the Company on March 12, 1999. The discussion here
is intended to update that information.

State of  readiness  - Since early 1997,  the  Company has been  addressing  the
impact of Y2K to its data  processing  systems.  Key financial  information  and
operational  systems were assessed and detailed  plans were  developed to ensure
that Y2K system modifications were in place for all mission critical systems. As
most of the  critical  software  is  purchased  from  vendors,  the  Company  is
concentrating  its  efforts on  implementation  and  testing of Y2K  "Compliant"
versions provided by these vendors.  Full system validation and certification of
these  versions  is  being  performed.  As of September 30,  1999,  the  Company
has successfully completed testing of mission critical systems.

Although the  Companys  remediation  efforts are directed at reducing its Y2K
exposure,  there can be no assurance  that these efforts will fully  mitigate
the effect of Y2K issues and it is likely  that one or more  events may disrupt
the  Companys  normal  business operations.  In the event the Company  fails to
identify  or correct a material  Y2K  problem,  there  could be  disruptions  in
normal business operations,  which could have a material  adverse  effect on the
Companys  results of  operations,  liquidity  or financial condition.

Costs - The  Company  continues  to  estimate  that it will spend  approximately
$175,000 to address the Y2K issue.  Through  September  30, 1999,  approximately
$89,000 has been spent. Management does not anticipate a material adverse impact
to the Company's results of operations or financial position.

Risks - The primary risk of failure to adequately  address the Y2K problem would
be the inability to process loans and deposit  transactions  for customers.  The
Company also is  exposed  to  risk from deposit withdrawals or if its customers,
funds providers, or correspondent financial institutions and brokerage firms
are unable to adequately address Y2K in their own data  processing  systems.
The Company has contacted all of its major loan customers and those other
financial institutions with whom it has backup  borrowing arrangements to assess
the steps that these third  parties  are taking to  address  the Y2K issue for
themselves and their customers.  The Company's risk with respect to loan
customers who do not address the Y2K issue is the risk of non-payment or late
payment of loans. The Company's risk with  respect  to funds  providers  is that
in the event of a  shortage  of liquidity they would not be able to meet their
commitments to the Company.  The Company's risk with respect to other financial
institutions and brokerage firms is that it may be unable to settle securities
transactions.  There are also risks to the Company relating to providers of
power and telecommunications not being able to supply these services.

Although it is not possible to quantify the potential impact of these risks at
this time, there may be increases in future years in problem loans, credit
losses, losses in the fiduciary business and liquidity problems, as well as the
risk of litigation and potential losses from litigation related to the
foregoing.


Contingency  Plans - As of  September  30,  1999,  the Company has  successfully
completed the development of a Y2K contingency plan for business resumption.

Forward-looking statements contained in the foregoing Year 2000 section should
be read in conjunction with the cautionary statements included in the
introductory paragraphs under Managements Discussion and Analysis of Financial
Condition and Result of Operations on page 10.



                         Item 3. MARKET RISK MANAGEMENT

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


<PAGE>


                                     PART II


Other Information

 (a)  Item 6.     Exhibits Filed Herewith

Exhibit No.                                           Exhibits

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

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

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

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

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

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

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

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

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

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

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

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


(b) Reports on Form 8-K:

         None


<PAGE>


                                   SIGNATURES



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


                                TRICO BANCSHARES



Date  November 10, 1999                               /s/ Robert H. Steveson
    ---------------------                             -----------------------
                                                      Robert H. Steveson
                                                      President and
                                                      Chief Executive Officer


Date  November 10, 1999                               /s/ Thomas J. Reddish
    ---------------------                             ---------------------
                                                      Thomas J. Reddish
                                                      Vice President and
                                                      Chief Financial Officer
[{"type": "10-Q", "sequence": "1", "description": "10-Q", "secsgml_size_bytes": 77014}]
{"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": "99745792"}, "business-address": {"street1": "TRI COUNTIES BANK ADMINISTRATION", "street2": "40 PHILADELPHIA DRIVE", "city": "CHICO", "state": "CA", "zip": "95973", "phone": "9168980300"}, "mail-address": {"street1": "TRI COUNTIES BANK ADMINISTRATION", "street2": "40 PHILADELPHIA DRIVE", "city": "CHICO", "state": "CA", "zip": "95973"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended September 30, 1999              Commission file number 0-10661
------------------------------------              ------------------------------

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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of November 10, 1999: 7,145,179
TRICO BANCSHARES
                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                              (unaudited)
                                             (in thousands)

                                                                  September 30,            December 31,
                                                                      1999                    1998
                                                               -------------------     ------------------
Assets:
Cash and due from banks                                                  $ 42,045               $ 50,483
Federal funds sold                                                          2,000                      -
                                                               -------------------     ------------------
   Cash and cash equivalents                                               44,045                 50,483
Securities available-for-sale                                             228,815                279,676
Loans, net of allowance for loan losses
   of $10,385 and $8,207, respectively                                    590,956                524,227
Premises and equipment, net                                                16,292                 16,088
Other real estate owned                                                       860                  1,412
Accrued interest receivable                                                 5,984                  5,821
Other assets                                                               31,814                 26,892
                                                               -------------------     ------------------
     Total assets                                                       $ 918,766              $ 904,599
                                                               ===================     ==================

Liabilities:
Deposits
 Noninterest-bearing demand                                             $ 141,916              $ 148,840
 Interest-bearing demand                                                  138,727                149,698
 Savings                                                                  221,372                220,810
 Time certificates                                                        268,090                249,825
                                                               -------------------     ------------------
     Total deposits                                                       770,105                769,173
Fed funds purchased                                                        10,400                 14,000
Accrued interest payable and other liabilities                             11,042                 11,473
Long term borrowings                                                       55,510                 37,924
                                                               -------------------     ------------------
     Total liabilities                                                    847,057                832,570

Shareholders' equity:
Common stock                                                               49,430                 48,838
Retained earnings                                                          26,887                 22,257
Accumulated other comprehensive income                                     (4,608)                   934
                                                               -------------------     ------------------
     Total shareholders' equity                                            71,709                 72,029
                                                               -------------------     ------------------
     Total liabilities and shareholders' equity                         $ 918,766              $ 904,599
                                                               ===================     ==================
TRICO BANCSHARES
                                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                   (unaudited)
                                 (in thousands except earnings per common share)

                                                For the three months                    For the nine months
                                                ended September 30,                     ended September 30,
                                                -------------------                     -------------------
                                              1999                1998                1999               1998
                                              ----                ----                ----               ----
Interest income:
  Interest and fees on loans                   $ 13,978           $ 12,666            $ 39,251            $ 35,909
  Interest on investment
   securities-taxable                             2,979              3,696               9,492              11,186
  Interest on investment
   securities-tax exempt                            561                545               1,671               1,230
  Interest on federal funds sold                     40                  5                  83                 133
                                          --------------      -------------       -------------      --------------
     Total interest income                       17,558             16,912              50,497              48,458
                                          --------------      -------------       -------------      --------------

 Interest expense:
  Interest on deposits                            5,409              5,874              15,584              17,453
  Interest on federal funds purchased                56                199                 351                 267
  Interest on repurchase agreements                   2                153                  30                 365
  Interest on other borrowings                      770                516               1,963               1,095
                                          --------------      -------------       -------------      --------------
     Total interest expense                       6,237              6,742              17,928              19,180
                                          --------------      -------------       -------------      --------------

     Net interest income                         11,321             10,170              32,569              29,278

Provision for loan losses                           875                920               2,585               2,980
                                          --------------      -------------       -------------      --------------
    Net interest income after
     provision for loan losses                   10,446              9,250              29,984              26,298

Noninterest income:
  Service charges and fees                        1,792              1,798               5,279               5,555
  Other income                                    1,056                964               3,899               4,168
                                          --------------      -------------       -------------      --------------
        Total noninterest income                  2,848              2,762               9,178               9,723
                                          --------------      -------------       -------------      --------------
Noninterest expenses:
  Salaries and related expenses                   4,454              4,177              13,367              12,592
  Other, net                                      4,186              4,282              12,646              13,362
                                          --------------      -------------       -------------      --------------
       Total noninterest expenses                 8,640              8,459              26,013              25,954
                                          --------------      -------------       -------------      --------------
Net income before income taxes                    4,654              3,553              13,149              10,067

  Income taxes                                    1,721              1,269               4,831               3,712
                                          --------------      -------------       -------------      --------------
     Net income                                 $ 2,933            $ 2,284             $ 8,318             $ 6,355
                                          ==============      =============       =============      ==============
Basic earnings per common share                  $ 0.41             $ 0.33              $ 1.17              $ 0.91
                                          ==============      =============       =============      ==============
Diluted earnings per common share                $ 0.40             $ 0.31              $ 1.14              $ 0.87
                                          ==============      =============       =============      ==============
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                         CHANGES IN SHAREHOLDERS' EQUITY
                                   (unaudited)
                     (in thousands, except number of shares)

                                               Common Stock                   Accumulated
                                                                                 Other
                                        Number                  Retained     Comprehensive                Comprehensive
                                       of shares     Amount     earnings        Income          Total         Income
                                      ------------  --------   ----------    ------------     ---------    ------------
Balance, December 31, 1998              7,050,990     $48,838     $22,257              $934     $72,029

Exercise of Common Stock options           99,290         504                                      $504

Repurchase of Common Stock                 (5,101)        (35)        (50)                         ($85)

Common stock cash dividends                                        (3,638)                      ($3,638)

Stock option amortization                                 123                                      $123

Comprehensive income:
 Net income                                                         8,318                        $8,318           $8,318
 Other comprehensive income, net of tax:
   Change in unrealized loss on securities,
    net of tax of $(2,535)                                                           (5,542)    ($5,542)         ($5,542)
                                                                                                          ---------------
 Other comprehensive income:                                                                                     ($5,542)
                                                                                                          ---------------
Comprehensive income                                                                                              $2,776
                                      ------------------------------------------------------------------  ===============
Balance, September 30, 1999             7,145,179     $49,430     $26,887           ($4,608)    $71,709
                                      ==================================================================
TRICO BANCSHARES
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (in thousands)
                                                                      For the nine months
                                                                      ended September 30,
                                                                    1999               1998
Operating activities:
Net income                                                           $ 8,318            $ 6,355
Adjustments to reconcile net income to net cash provided
 by operating activities:
    Provision for loan losses                                          2,585              2,980
    Provision for losses on other real estate owned                       10                586
    Depreciation and amortization                                      1,954              1,942
    Amortization of intangible assets                                    851              1,004
    Accretion of investment security discounts                           461                (77)
    Deferred income taxes                                               (158)              (715)
    Investment security (gains) losses (net)                             (24)              (250)
    (Gain) loss on sale of OREO                                         (175)               (23)
    (Gain) loss on sale of loans                                        (692)              (351)
    (Gain) loss on sale of fixed assets                                    1                 79
    Amortization of stock options                                        123                124
    (Increase) decrease in interest receivable                          (163)                24
    Increase (decrease) in interest payable                             (352)               203
    (Increase) decrease in other assets and liabilities               (2,271)              (898)
                                                                -------------       ------------
         Net cash provided (used) by operating activities             10,468             10,983

Investing activities:
    Proceeds from maturities of securities held-to-maturity                -             12,022
    Proceeds from maturities of securities available-for-sale         58,653             67,019
    Proceeds from sale of securities available-for-sale               14,137             77,121
    Purchases of securities available-for-sale                       (31,138)          (172,682)
    Net (increase) decrease in loans                                 (69,580)           (69,805)
    Proceeds from sales of fixed assets                                   29                183
    Purchases of premises and equipment                               (1,722)            (1,232)
    Purchases and additions to real estate properties                      -                (21)
    Proceeds from the sale of OREO                                     1,016              1,439
                                                                -------------       ------------
         Net cash provided (used) by investing activities            (28,605)           (85,956)

Financing activities:
    Net increase (decrease) in deposits                                  932                898
    Net increase (decrease) in Fed funds purchased                    (3,600)            23,500
    Borrowings under long-term debt agreements                        21,000             30,000
    Payments of principal on long-term debt agreements                (3,414)            (5,012)
    Cash dividends - Common                                           (3,638)            (2,255)
    Repurchase of common stock                                           (85)               (59)
    Exercise of common stock options                                     504                253
                                                                -------------       ------------
         Net cash provided (used) by financing activities             11,699             47,325
                                                                -------------       ------------

         Increase (decrease) in cash and cash equivalents             (6,438)           (27,648)
         Cash and cash equivalents at beginning of year               50,483             63,476
                                                                -------------       ------------
         Cash and cash equivalents at end of period                 $ 44,045           $ 35,828
                                                                =============       ============

Supplemental information:
    Cash paid for taxes                                              $ 5,836            $ 5,035
    Cash paid for interest expense                                  $ 18,280           $ 18,977
Item 1. Notes to Condensed Consolidated
                              Financial Statements

Note A - Basis of Presentation

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

The interim  results for the three months ended  September 30, 1999 and 1998 are
not  necessarily  indicative of results for the full year. It is suggested  that
these financial  statements be read in conjunction with the financial statements
and the  notes  included  in the  Company's  Annual  Report  for the year  ended
December 31, 1998.

Note B - Comprehensive Income

As of January 1, 1998,  the Company  adopted  Statement of Financial  Accounting
Standards No. 130,  Reporting  Comprehensive  Income (SFAS 130).  This statement
establishes  standards for the reporting and display of comprehensive income and
its  components  in the  financial  statements.  For the Company,  comprehensive
income  includes net income  reported on the  statement of income and changes in
the  fair  value  of  its  available-for-sale   investments  reported  as  other
comprehensive  income.  The following  table presents net income adjusted by the
change in unrealized gains or losses on the available-for-sale  investments as a
component of comprehensive income (in thousands).

                                        Three months ended     Nine months ended
                                           September 30,           September 30,
                                        1999        1998      1999          1998
                                        -------   -------     -------    -------
Net income                              $ 2,933   $ 2,284     $ 8,318    $ 6,355
Net change in unrealized gains (losses)
  on securities available-for-sale       (1,167)      996      (5,542)     1,148
                                        -------   -------     --------   -------

Comprehensive income                    $ 1,766   $ 3,280     $ 2,776    $ 7,503
                                        =======   =======     ========   =======
Note C - Earnings per Share

The Company's basic and diluted earnings per share are as follows
 (in thousands except per share data):
                                           Three Months Ended September 30, 1999
                                                         Weighted
                                                          Average      Per-Share
                                                Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders   $2,933    7,140,427       $0.41
Common stock options outstanding                    --      189,194
Diluted Earnings per Share
  Net income available to common shareholders   $2,933    7,329,621       $0.40
                                                ======    =========

                                           Three Months Ended September 30, 1998
                                                         Weighted
                                                          Average      Per-Share
                                                Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders   $2,284    7,025,057       $0.33
Common stock options outstanding                     --     240,061
Diluted Earnings per Share
  Net income available to common shareholders   $2,284    7,265,118       $0.31
                                                ======    =========

                                           Nine Months Ended September 30, 1999
                                                         Weighted
                                                          Average      Per-Share
                                                Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders   $8,318    7,123,585       $1.17
Common stock options outstanding                     --     189,522
Diluted Earnings per Share
  Net income available to common shareholders   $8,318    7,313,107       $1.14
                                                ======    =========

                                           Nine Months Ended September 30, 1998
                                                         Weighted
                                                          Average      Per-Share
                                                Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders   $6,355    7,016,220       $0.91
Common stock options outstanding                     --     260,516
Diluted Earnings per Share
  Net income available to common shareholders   $6,355    7,276,736       $0.87
                                                ======    =========
Note D - Business Segments

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards  No. 131,  Disclosures  About  Segments of an  Enterprise  and Related
Information,  (SFAS 131). This Statement establishes standards for the reporting
and display of information about operating segments and related disclosures.

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

The accounting  policies of the segments are the same as those described in Note
A. The Company  evaluates  segment  performance based on net interest income, or
profit or loss from operations,  before income taxes not including  nonrecurring
gains and losses.

As permitted under the Statement, the results of the separate branches have been
aggregated into a single reportable  segment,  Community Banking.  The Company's
leasing,  investment  brokerage  and  real  estate  segments  do  not  meet  the
prescribed  aggregation  or  materiality  criteria and therefore are reported as
"Other" in the following table.
Summarized financial information concerning the Bank's reportable segments is as
follows (in thousands):
                                        Community
                                         Banking          Other         Total
Three Months Ended September 30, 1999
Net interest income                     $  10,338      $    107      $  10,445
Noninterest income                          2,328           520          2,848
Noninterest expense                         8,372           268          8,640
Net income                                  2,724           209          2,933
Assets                                   $911,898       $ 6,868       $918,766

Three Months Ended September 30, 1998
Net interest income                    $    9,227     $      23      $   9,250
Noninterest income                          2,094           668          2,762
Noninterest expense                         7,922           537          8,459
Net income                                  2,183           101          2,284
Assets                                   $879,919       $ 1,589       $881,508

Nine Months Ended September 30, 1999
Net interest income                     $  29,785      $    198      $  29,983
Noninterest income                          7,388         1,790          9,178
Noninterest expense                        25,079           934         26,013
Net income                                  7,679           639          8,318
Assets                                   $911,898        $6,868       $918,766

Nine Months Ended September 30, 1998
Net interest income                     $  26,272      $     26     $   26,298
Noninterest income                          8,122         1,601          9,723
Noninterest expense                        24,917         1,037         25,954
Net income                                  5,980           375          6,355
Assets                                   $879,919        $1,589       $881,508
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

Overview

The Company had record  quarterly  earnings of $2,933,000  for the quarter ended
September 30, 1999. The quarterly earnings represented a 28.4% increase over the
$2,284,000  reported for the same period of 1998. Diluted earnings per share for
the third  quarter of 1999 were $0.40 versus  $0.31 in the year earlier  period.
Earnings for the nine months ended  September  30, 1999 were  $8,318,000  versus
year ago results of $6,355,000,  and represented a 30.9%  increase.  The diluted
earnings per share were $1.14 and $0.87 for the respective nine-month periods.

Factors  contributing to the improved  operating results included continued loan
growth,  an increase in net interest  rate spread,  a reduction in provision for
loan losses, and improved operating efficiency.

Net interest income grew by $1,165,000  (11.2%) to $11,613,000 on a fully tax
equivalent basis. Interest income was up $660,000 (3.8%) due to higher quarter-
over-quarter volume of earning assets ($824,277,000 versus $792,701,000).  The
average yield on earning assets decreased one basis point to 8.66%. Interest
expense decreased $505,000 (7.5%) as a result of a 2.8% increase in average
balances of interest bearing liabilities to $668,039,000 which was offset by a
40 basis point decrease in the average rate paid on interest bearing liabilities
to 3.63%.  Net  interest  margin was 5.64% for the third quarter of 1999 versus
5.27% in the same quarter of the prior year.

The  provision  for loan  losses of $875,000  for the third  quarter of 1999 was
$45,000 (4.9%) lower than the $920,000 recorded in the same quarter of 1998.

Noninterest  income for the third quarter of 1999  increased  $86,000  (3.1%) to
$2,848,000  from the same  period  in 1998.  Gains on the sale of loans  were up
$82,000 (143.9%) to $139,000.  Commissions on the sale of mutual funds and
annuities were up $55,000 (12.3%) to $503,000.  Gains on the sale of investments
were $0 in the third quarter of 1999 compared to $114,000 in the third quarter
of 1998.

Noninterest expense increased $181,000 (2.1%) to $8,640,000 in the third quarter
1999 versus 1998.  Salary and benefit expense  increased  $277,000 (6.6%) to
$4,454,000.  Base salaries  increased $184,000 (6.3%). Other  expenses decreased
$96,000  (2.2%).  On a quarter-over-quarter  basis, provision for OREO valuation
was reduced $69,000 to $0, and intangible asset amortization  decreased $51,000
(15.2%) to $284,000.

Assets of the Company totaled $918,766,000 at September 30, 1999 and represented
increases of  $14,167,000  (1.6%) and  $37,258,000  (4.2%) from the December 31,
1998 and September 30, 1998 ending  balances,  respectively.  Changes in average
earning assets from the prior year third quarter-end balances included an
increase in loans of $81,708,000 (6.19%) to $587,085,000 and a decrease in
securities of $52,882,000 (29.2%) to $233,997,000.  From year-end 1998 balances,
nonperforming assets have increased $130,000 (4.22%) and total $3,207,000 at
September 30, 1999.  Nonperforming  assets were 0.35% and 0.34% of total assets
at September 30, 1999 and  December 31, 1998, respectively.

Year-to-date 1999,  on an  annualized  basis,  the Company  realized a return on
assets of 1.24% and a return on equity of 15.19%  versus 1.01% and 12.55% in the
nine months ended September 30, 1998.  TriCo Bancshares ended the quarter with a
Tier 1 capital ratio of 10.19% and a total risk-based capital ratio of 11.44%.

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

                                                            Three months
                                                         ended September 30,                    Percentage
                                                    1999                    1998                  Change
                                                        (in thousands, except                    increase
                                                         earnings per share)                    (decrease)
Interest income                                      $ 17,850                 $ 17,190                    3.8%
Interest expense                                        6,237                    6,742                   (7.5%)
                                               ---------------         ----------------

Net interest income                                    11,613                   10,448                   11.2%

Provision for loan losses                                 875                      920                   (4.9%)
                                               ---------------         ----------------

Net interest income after                              10,738                    9,528                   12.7%
  provision for loan losses

Noninterest income                                      2,848                    2,762                    3.1%
Noninterest expenses                                    8,640                    8,459                    2.1%
                                               ---------------         ----------------

Net income before income taxes                          4,946                    3,831                   29.1%
Income taxes                                            1,721                    1,269                   35.6%
Tax equivalent adjustment1                                292                      278                    5.0%
                                               ---------------         ----------------

Net income                                              2,933                    2,284                   28.4%
                                               ===============         ================

Diluted earnings per common share                      $ 0.40                   $ 0.31                   29.0%

1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
for September 30, 1999 and 1998.
TRICO BANCSHARES
                                            CONDENSED COMPARATIVE
                                               INCOME STATEMENT
                               (in thousands, except earnings per common share)

                                                             Nine months
                                                         ended September 30,                    Percentage
                                                    1999                    1998                  Change
                                                        (in thousands, except                    increase
                                                         earnings per share)                    (decrease)
Interest income                                      $ 51,366                 $ 49,085                    4.6%
Interest expense                                       17,928                   19,180                   (6.5%)
                                               ---------------         ----------------

Net interest income                                    33,438                   29,905                   11.8%

Provision for loan losses                               2,585                    2,980                  (13.3%)
                                               ---------------         ----------------

Net interest income after                              30,853                   26,925                   14.6%
  provision for loan losses

Noninterest income                                      9,178                    9,723                   (5.6%)
Noninterest expenses                                   26,013                   25,954                    0.2%
                                               ---------------         ----------------

Net income before income taxes                         14,018                   10,694                   31.1%
Income taxes                                            4,831                    3,712                   30.1%
Tax equivalent adjustment1                                869                      627                   38.6%
                                               ---------------         ----------------

Net income                                              8,318                    6,355                   30.9%
                                               ===============         ================

Diluted earnings per common share                      $ 1.14                   $ 0.87                   31.0%

1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
for September 30, 1999 and 1998.
Net Interest Income / Net Interest Margin

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

For the three  months  ended  September  30,  1999,  interest  income  increased
$660,000  (3.8%)  over the same  period in 1998.  The  average  balance of total
earning assets was higher by $31,576,000  (4.0%).  Average loan balances were up
$81,708,000 (16.2%) which resulted in a $2,047,000 increase in interest income
while average balances of securities and fed funds sold were down  $50,132,000
(17.5%) which resulted in an $802,000 decrease in interest income.  The  average
yield on loans was lower by 50 basis points while the average yield on
securities and fed funds sold increased 25 and 52 basis points, respectively.
The overall yield on average earning assets fell 1 basis point to 8.66% which
decreased interest income by $585,000.

For the third quarter of 1999,  interest expense decreased  $505,000 (7.5%) over
the year earlier period.  Average balances of interest-bearing  liabilities were
up  $18,724,000  (2.8%).  The  average  rate paid on demand,  savings,  and time
deposits  decreased 72, 3, and 50 basis points  respectively,  and accounted for
$259,000,   $19,000,   and  $330,000  of  the  decrease  in  interest   expense,
respectively. The average rate paid on interest bearing liabilities decreased 40
basis points to 3.63% and resulted in a $630,000 decrease in interest expense.

The combined  effect of the increase in interest income and decrease in interest
expense for the third  quarter of 1999  versus  1998  resulted in an increase of
$1,165,000  (11.2%) in net interest income.  Net interest margin was up 37 basis
points to 5.64% from 5.27% for the same period a year ago.  To the extent the
bank continues to be successful in replacing some of the investment portfolio
with higher yielding loans, the net interest margin should tend to move higher
during the balance of 1999.

The nine-month  period ending  September 30, 1999,  reflects an interest  income
increase  of  $2,281,000  (4.7%)  over the same  period in 1998.  An increase of
$80,758,000  (16.9%) in average  balances on loans  accounted  for a  $6,075,000
increase in interest  income while a decrease of $29,055,000 (10.3%) in average
balances of securities accounted for a $1,345,000 decrease in interest income.
The average yield  received on all earning assets for the nine month period
ended  September  30, 1999 was down 16 basis points to 8.42%, and resulted in a
$2,415,000 offset against interest income growth.

Interest expense for the nine-month period decreased $1,252,000 (6.5%) from that
for the same period in 1998.  Volume increases in  interest-bearing  liabilities
added $796,000 to interest expense.  This was offset by a 42 basis point decline
in the overall  average rate paid on  interest-bearing  liabilities in the first
nine months of 1999 to 3.54%, which decreased interest expense by $2,408,000.

The combined  effect of the increase in interest income and decrease in interest
expense for the first nine months of 1999 versus 1998 resulted in an increase of
$3,533,000  (11.8%) in net interest  income.  Net interest  margin rose 25 basis
points to 5.48 from 5.23%.

The following  four tables  provide  summaries of the components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter and nine month periods ended  September 30, 1999 versus the same periods
in 1998.
TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                   Three Months Ended
                                              30-Sep-99                                        30-Sep-98

                               Average          Income/         Yield/         Average           Income/        Yield/
                               Balance1         Expense         Rate           Balance1          Expense        Rate
Assets
Earning assets
  Loans 2,3                        $587,085       $ 13,978           9.52%         $505,377       $ 12,666          10.02%
  Securities4                       233,997          3,832           6.55%          286,879          4,519           6.30%
  Federal funds sold                  3,195             40           5.01%              445              5           4.49%
                               -------------    -----------                    -------------     ----------
    Total earning assets            824,277         17,850           8.66%          792,701         17,190           8.67%
                                                -----------                                      ----------
Cash and due from bank               36,571                                          35,150
Premises and equipment               16,384                                          16,665
Other assets, net                    40,407                                          32,091
Less:  allowance
  for loan losses                    (9,888)                                         (7,424)
                               -------------                                   -------------
      Total                        $907,751                                        $869,183
                               =============                                   =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $144,455            572           1.58%         $136,991            788           2.30%
  Savings deposits                  219,793          1,686           3.07%          209,166          1,623           3.10%
  Time deposits                     263,933          3,151           4.78%          262,592          3,463           5.28%
Federal funds purchased               4,129             56           5.43%           13,552            199           5.87%
Short-term debt                         217              2           5.16%           10,583            153           5.78%
Long-term debt                       55,512            770           5.55%           36,431            516           5.67%
                               -------------    -----------                    -------------     ----------
   Total interest-bearing
      liabilities                   688,039          6,237           3.63%          669,315          6,742           4.03%
                                                -----------                                      ----------
Noninterest-bearing deposits        133,577                                         119,724
Other liabilities                    13,885                                          11,164
Shareholders' equity                 72,250                                          68,980
                               -------------                                   -------------
    Total liabilities
      and shareholders' equity     $907,751                                        $869,183
                               =============                                   =============

Net interest rate spread5                                            5.03%                                           4.64%
Net interest income/net                           $ 11,613                                        $ 10,448
                                                ===========                                      ==========
  interest margin6                                   5.64%                                           5.27%
                                                ===========                                      ==========

1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $706,000 in 1999 and
$744,000 in 1998.
4Interest income is stated on a tax equivalent basis of 1.52 at September 30,
1999 and 1998.
5Net   interest   rate   spread   represents   the  average   yield   earned  on
interest-earning   assets  less  the  average  rate  paid  on   interest-bearing
liabilities.
6Net interest margin is computed by dividing net interest income by
total average earning  assets.
TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                     Nine Months Ended
                                              30-Sep-99                                        30-Sep-98

                                Average         Income/         Yield/           Average         Income/         Yield/
                                Balance1        Expense         Rate             Balance1        Expense         Rate
Assets
Earning assets
  Loans 2,3                        $ 558,251        $ 39,251         9.37%         $ 477,493        $ 35,909         10.03%
  Securities4                        253,008          12,032         6.34%           282,063          13,043          6.17%
  Federal funds sold                   2,296              83         4.82%             3,083             133          5.75%
                                -------------   -------------                    ------------    ------------
    Total earning assets             813,555          51,366         8.42%           762,639          49,085          8.58%
                                                -------------                                    ------------
Cash and due from bank                35,762                                          32,939
Premises and equipment                16,272                                          17,836
Other assets, net                     36,576                                          33,330
Less:  allowance
  for loan losses                     (9,198)                                         (7,025)
                                -------------                                    ------------
      Total                        $ 892,967                                       $ 839,719
                                =============                                    ============
Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 144,364           1,697         1.57%         $ 134,599           2,291          2.27%
  Savings deposits                   222,323           5,046         3.03%           211,141           4,860          3.07%
  Time deposits                      250,856           8,841         4.70%           260,365          10,302          5.28%
Federal funds purchased                9,287             351         5.04%             6,151             267          5.79%
Short-term debt                          821              30         4.87%             8,521             365          5.71%
Long-term debt                        47,684           1,963         5.49%            25,610           1,095          5.70%
                                -------------   -------------                    ------------    ------------
   Total interest-bearing
      liabilities                    675,335          17,928         3.54%           646,387          19,180          3.96%
                                                -------------                                    ------------
Noninterest-bearing deposits         131,942                                         114,503
Other liabilities                     12,696                                          11,297
Shareholders' equity                  72,994                                          67,532
                                -------------                                    ------------
    Total liabilities
      and shareholders' equity     $ 892,967                                       $ 839,719
                                =============                                    ============

Net interest rate spread5                                            4.88%                                            4.62%
Net interest income/net                             $ 33,438                                        $ 29,905
                                                =============                                    ============
  interest margin6                                     5.48%                                           5.23%
                                                =============                                    ============

1Average  balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest  income  on loans  includes  fees on loans of  $2,194,000  in 1999 and
$2,173,000 in 1998.
4Interest income is stated on a tax equivalent basis of 1.52 at September 30,
1999 and 1998. 5Net interest rate spread represents the average yield  earned
on  interest-earning   assets  less  the  average  rate  paid  on
interest-bearing  liabilities.
6Net interest margin is computed by dividing net interest income by total
average earning assets.
TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                 (in thousands)

                                For the three months ended September 30,
                                           1999 over 1998

                                                  Yield/
                               Volume             Rate4             Total
                            -----------       -----------       -----------
Increase (decrease) in
  interest income:
    Loans 1,2                  $ 2,047            $ (735)          $ 1,312
    Investment securities3        (833)              146              (687)
    Federal funds sold              31                 4                35
                            -----------       -----------       -----------
      Total                      1,245              (585)              660
                            -----------       -----------       -----------
Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)            43              (259)             (216)
    Savings deposits                82               (19)               63
    Time deposits                   18              (330)             (312)
    Federal funds purchased       (138)               (5)             (143)
    Short-term debt               (150)               (1)             (151)
    Long-term debt                 270               (16)              254
                            -----------       -----------       -----------
      Total                        125              (630)             (505)
                            -----------       -----------       -----------
Increase (decrease) in
  net interest income          $ 1,120              $ 45           $ 1,165
                            ===========       ===========       ===========

1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $706,000 in 1999 and
$744,000 in 1998.  3Interest  income is stated on a tax equivalent basis of 1.52
for September 30, 1999 and 1998 respectively.
4The rate/volume variance has been included in the rate variance.
TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                 (in thousands)

                                         For the nine months ended September 30,
                                                      1999 over 1998

                                                    Yield/
                                    Volume           Rate4              Total
                                -----------    ------------    ---------------
Increase (decrease) in
  interest income:
    Loans 1,2                      $ 6,075        $ (2,733)           $ 3,342
    Investment securities3          (1,345)            334             (1,011)
    Federal funds sold                 (34)            (16)               (50)
                                -----------    ------------    ---------------
      Total                          4,696          (2,415)             2,281
                                -----------    ------------    ---------------
Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)               166            (760)              (594)
    Savings deposits                   257             (71)               186
    Time deposits                     (377)         (1,084)            (1,461)
    Federal funds purchased            136             (52)                84
    Short-term debt                   (330)             (5)              (335)
    Long-term debt                     944             (76)               868
                                -----------    ------------    ---------------
      Total                            796          (2,048)            (1,252)
                                -----------    ------------    ---------------
Increase (decrease) in
  net interest income              $ 3,900          $ (367)           $ 3,533
                                ===========    ============    ===============

1Nonaccrual loans are included.
2Interest income on loans includes fee income on loans of $2,194,000 in 1999 and
$2,173,000 in 1998. 3Interest income is stated on a tax equivalent basis of 1.52
for September 30, 1999 and 1998.
4The rate/volume variance has been included in the rate variance.
Provision for Loan Losses

The Bank  provided  $875,000 for loan losses in the third quarter of 1999 versus
$920,000 in 1998.  Net  charge-offs  for all loans in the third  quarter of 1999
totaled $206,000 versus $197,000 in the year earlier period.

Noninterest Income

Noninterest  income for the third quarter of 1999  increased  $86,000  (3.1%) to
$2,848,000  from the same  period  in 1998.  Gains on the sale of loans  were up
$82,000 (143.9%) to $139,000.  Commissions on the sale of mutual funds and
annuities were up $55,000 (12.3%) to $503,000. Gains on the sale of investments
were $0 in the third quarter of 1999 compared to $114,000 in the third quarter
of 1998.

For the nine months ended  September  30,  noninterest  income was down $545,000
(5.6%) over the same period for 1998. The Bank sold its credit card portfolio of
$14,365,000 for a gain of $793,000 in the second quarter of 1998.  Excluding the
gain on the sale of the credit card  portfolio in 1998,  noninterest  income for
the nine months ended September 30, 1999 increased $243,000 (2.7%) from the same
period in 1998.  Significant  changes in the following items  contributed to the
$243,000  increase:  commissions  on mutual  fund and  annuity  sales  increased
$133,000 to $1,688,000, ATM fees increased $101,000 to $674,000, gain on sale of
loans  increased  $341,000 to $692,000,  gain on sale of other real estate owned
increased  $154,000 to $175,000,  credit card fees decreased $240,000 to $0, and
gain on sale of investments decreased $227,000 to $24,000.

Noninterest Expense

Noninterest expense increased $181,000 (2.1%) to $8,640,000 in the third quarter
1999 versus 1998.  Salary and benefit expense  increased  $277,000 (6.6%).  Base
salaries  increased  $184,000 (6.3%).  Approximately  $99,000 of the increase in
base salaries was due to the recently opened Beale and Visalia  branches and the
recent  conversion of the Bakersfield and Sacramento loan production  offices to
full  service   branches.   Other  expenses   decreased  $96,000  (2.2%).  On  a
quarter-over-quarter  basis, provision for OREO valuation was reduced $69,000 to
$0, and intangible asset amortization  decreased $51,000 (15.2%) to $284,000. In
total, all other categories of noninterest expense remained essentially
unchanged from the year ago quarter despite the new branch openings and
conversions noted above.

For the first nine months noninterest  expenses increased $59,000 (0.2%) in 1999
compared to 1998.  Salary and benefit  expense  increased  $775,000  (6.2%) on a
year-over-year  basis. Base salaries increased  $306,000 (3.5%).  Other expenses
decreased $716,000 (5.4%). The following changes contributed to the net decrease
in other expenses:  OREO provisions and expenses  decreased $378,000 to $32,000,
and amortization of intangible assets decreased $152,000 to $851,000.

Provision for Income Taxes

The effective tax rate for the nine months ended September 30, 1999 is 36.7% and
reflects a decrease from 36.9% in the year earlier period. The tax rate is lower
than the  statutory  rate of 40.4% due  primarily to  nontaxable  earnings  from
municipal bonds.

Loans

At September 30, 1999,  loan balances were  $82,446,000  (15.9%) higher than the
ending  balances at September 30, 1998 and  $68,907,000  (12.9%) higher than the
ending balances at December 31, 1998. On a year-over-year basis at September 30,
commercial,  real estate mortgage,  real estate construction,  and consumer loan
balances were higher by  $64,377,000  (29.8%),  $10,732,000  (5.5%),  $4,914,000
(15.8%),  and  $2,423,000  (3.2%)  respectively.  Consumer  loan  balances  were
relatively flat from one year ago.

Securities

At  September  30,  1999,  securities  available-for-sale  had a fair  value  of
$228,815,000  and an amortized cost of  $236,110,000.  At September 30, 1999
this portfolio  contained mortgage-backed  securities  with an  amortized  cost
of $143,683,000 of which $20,653,000 were CMOs. At December 31, 1998, securities
available-for-sale had a fair value of $279,676,000 and an amortized cost of
$278,200,000.  At December 31, 1998, this portfolio contained mortgage-backed
securities with an amortized cost of $166,557,000 of which $31,152,000 were
CMOs.
Nonperforming Loans

As shown in the following table, total nonperforming  assets have increased 4.2%
to $3,207,000 in the first nine months of 1999.  Nonperforming  assets represent
0.35% of total assets, compared to .34% at year-end 1998.  All nonaccrual  loans
are considered to be impaired when determining the valuation allowance under
SFAS 114. The Bank continues to make a concerted  effort to work problem and
potential problem loans to reduce risk of loss.

                                          September 30,        December 31,
                                               1999                1998

Nonaccrual loans                                   $ 1,190             $ 1,045
Accruing loans past due 90 days or more              1,157                 620
Restructured loans (in compliance with
  modified terms)                                        -                   -
                                        -------------------   -----------------
     Total nonperforming loans                       2,347               1,665
Other real estate owned                                860               1,412
                                        -------------------   -----------------
     Total nonperforming assets                    $ 3,207             $ 3,077
                                        ===================   =================
Nonincome producing investments in real
  estate held by Bank's real estate
    development subsidiary                             $ -               $ 856
                                        ===================   =================
Nonperforming loans to total loans                   0.39%               0.31%
Allowance for loan losses to
  nonperforming loans                                 442%                493%
Nonperforming assets to total assets                 0.35%               0.34%
Allowance for loan losses to
  nonperforming assets                                324%                267%
Allowance for Loan Loss

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

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

                                     For the nine months ended September 30
                                      1999                           1998
                                                 (in thousands)
Balance, Beginning of period              $ 8,206                   $ 6,459
Provision charged to operations             2,585                     2,980
Loans charged off                            (514)                   (1,831)
Recoveries of loans previously
  charged off                                 108                       253
                                ==================       ===================
Balance, end of period                   $ 10,385                   $ 7,861
                                ==================       ===================

Ending loan portfolio                   $ 601,341                 $ 518,895
                                ==================       ===================
Allowance as a percentage
  of ending loan portfolio                  1.73%                     1.51%
                                ==================       ===================

Equity

The following table indicates the amounts of regulatory capital of the Company.
To Be Well
                                                                                  Capitalized Under
                                                                For Capital       Prompt Corrective
                                         Actual            Adequacy Purposes     Action Provisions
                                     Amount     Ratio        Amount     Ratio      Amount   Ratio
As of  September 30, 1999:
Total Capital to Risk Weighted Assets:
    Consolidated                     $78,143   11.44%       =>$54,652 =>8.0%     =>$68,315  =>10.0%
    Tri Counties Bank                $77,164   11.31%       =>$54,581 =>8.0%     =>$68,226  =>10.0%
Tier I Capital to Risk Weighted Assets:
    Consolidated                     $69,604   10.19%       =>$27,326 =>4.0%     =>$40,989  => 6.0%
    Tri Counties Bank                $68,613   10.06%       =>$27,291 =>4.0%     =>$40,936  => 6.0%
Tier I Capital to Average Assets:
    Tri Counties Bank                $68,613    7.62%       =>$36,008 =>4.0%     =>$45,011  => 5.0%
Year 2000

The Company provided  extensive  information  regarding its preparations for the
Year 2000 Century Date Change (Y2K) in the "Management's Discussion and Analysis
of Financial Condition and Results of Operstions" section of the 1998 annual
report on Form 10-K, filed by the Company on March 12, 1999. The discussion here
is intended to update that information.

State of  readiness  - Since early 1997,  the  Company has been  addressing  the
impact of Y2K to its data  processing  systems.  Key financial  information  and
operational  systems were assessed and detailed  plans were  developed to ensure
that Y2K system modifications were in place for all mission critical systems. As
most of the  critical  software  is  purchased  from  vendors,  the  Company  is
concentrating  its  efforts on  implementation  and  testing of Y2K  "Compliant"
versions provided by these vendors.  Full system validation and certification of
these  versions  is  being  performed.  As of September 30,  1999,  the  Company
has successfully completed testing of mission critical systems.

Although the  Companys  remediation  efforts are directed at reducing its Y2K
exposure,  there can be no assurance  that these efforts will fully  mitigate
the effect of Y2K issues and it is likely  that one or more  events may disrupt
the  Companys  normal  business operations.  In the event the Company  fails to
identify  or correct a material  Y2K  problem,  there  could be  disruptions  in
normal business operations,  which could have a material  adverse  effect on the
Companys  results of  operations,  liquidity  or financial condition.

Costs - The  Company  continues  to  estimate  that it will spend  approximately
$175,000 to address the Y2K issue.  Through  September  30, 1999,  approximately
$89,000 has been spent. Management does not anticipate a material adverse impact
to the Company's results of operations or financial position.

Risks - The primary risk of failure to adequately  address the Y2K problem would
be the inability to process loans and deposit  transactions  for customers.  The
Company also is  exposed  to  risk from deposit withdrawals or if its customers,
funds providers, or correspondent financial institutions and brokerage firms
are unable to adequately address Y2K in their own data  processing  systems.
The Company has contacted all of its major loan customers and those other
financial institutions with whom it has backup  borrowing arrangements to assess
the steps that these third  parties  are taking to  address  the Y2K issue for
themselves and their customers.  The Company's risk with respect to loan
customers who do not address the Y2K issue is the risk of non-payment or late
payment of loans. The Company's risk with  respect  to funds  providers  is that
in the event of a  shortage  of liquidity they would not be able to meet their
commitments to the Company.  The Company's risk with respect to other financial
institutions and brokerage firms is that it may be unable to settle securities
transactions.  There are also risks to the Company relating to providers of
power and telecommunications not being able to supply these services.

Although it is not possible to quantify the potential impact of these risks at
this time, there may be increases in future years in problem loans, credit
losses, losses in the fiduciary business and liquidity problems, as well as the
risk of litigation and potential losses from litigation related to the
foregoing.

Contingency  Plans - As of  September  30,  1999,  the Company has  successfully
completed the development of a Y2K contingency plan for business resumption.

Forward-looking statements contained in the foregoing Year 2000 section should
be read in conjunction with the cautionary statements included in the
introductory paragraphs under Managements Discussion and Analysis of Financial
Condition and Result of Operations on page 10.

                         Item 3. MARKET RISK MANAGEMENT

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

Other Information

 (a)  Item 6.     Exhibits Filed Herewith

Exhibit No.                                           Exhibits

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

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

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

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

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

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

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

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

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

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

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

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

(b) Reports on Form 8-K:

         None
SIGNATURES

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

                                TRICO BANCSHARES

Date  November 10, 1999                               /s/ Robert H. Steveson
    ---------------------                             -----------------------
                                                      Robert H. Steveson
                                                      President and
                                                      Chief Executive Officer

Date  November 10, 1999                               /s/ Thomas J. Reddish
    ---------------------                             ---------------------
                                                      Thomas J. Reddish
                                                      Vice President and
                                                      Chief Financial Officer