UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended March 31, 2004                  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
                                -----        -----

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of May 4, 2004:  15,639,522


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

Forward Looking Statements                                                    1

PART I - FINANCIAL INFORMATION                                                2

  Item 1 - Financial Statements                                               2

    Notes to Unaudited Condensed Consolidated Financial Statements            6

    Financial Summary                                                        12

  Item 2 - Management's Discussion and Analysis of Financial                 13
             Condition and Results of Operations

  Item 3 - Quantitative and Qualitative Disclosures about Market Risk        23

  Item 4 - Controls and Procedures                                           24

PART II - OTHER INFORMATION                                                  25

  Item 1 - Legal Proceedings                                                 25

  Item 2 - Changes in Securities, Use of Proceeds and
           Issuer Purchases of Equity Securities                             25

  Item 4 - Submission of Matters to a Vote of Security Holders               25

  Item 6 - Exhibits and Reports on Form 8-K                                  25

  Signatures                                                                 28

  Exhibits                                                                   29



<PAGE>

                           FORWARD-LOOKING STATEMENTS

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

    -  a continued slowdown in the national and California economies;
    -  increased economic uncertainty created  by the recent  terrorist  attacks
       on the United States and the actions taken in response;
    -  the prospect of additional terrorist attacks in the United States and the
       uncertain effect of these events on the national and regional economies;
    -  changes in the interest rate environment;
    -  changes in the regulatory environment;
    -  significantly increasing competitive pressure in the banking industry;
    -  operational risks including data processing system failures or fraud;
    -  volatility of rate sensitive deposits; and
    -  asset/liability matching risks and liquidity risks.


The reader is directed to the Company's  annual report on Form 10-K for the year
ended  December 31, 2003,  for further  discussion of factors which could affect
the Company's  business and cause actual results to differ materially from those
expressed in any forward-looking statement made in this report.



                                      -1-
<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                TRICO BANCSHARES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                                                  (Unaudited)               (Unaudited)
                                                                 At March 31,             At December 31,
                                                            2004              2003             2003
                                                      -------------------------------   -----------------
<S>                                                         <C>               <C>              <C>
Assets:
     Cash and due from banks                              $55,568           $58,925          $80,603
     Federal funds sold                                         -            10,100              326
                                                      -------------------------------   -----------------
         Cash and cash equivalents                         55,568            69,025           80,929

     Investment securities available for sale             312,657           354,007          316,436
     Loans:
         Commercial                                       131,759           117,329          142,252
         Consumer                                         334,221           210,633          319,029
         Real estate mortgages                            465,429           330,001          458,369
         Real estate construction                          62,656            35,810           61,591
                                                      -------------------------------   -----------------
                                                          994,065           693,773          981,241
     Allowance for loan losses                            (14,297)          (14,293)         (13,773)
                                                      -------------------------------   -----------------
         Loans, net of allowance for loan losses          979,768           679,480          967,468
     Premises and equipment, net                           19,288            17,542           19,521
     Cash value of life insurance                          39,412            29,257           38,980
     Other real estate owned                                  924             1,608              932
     Accrued interest receivable                            5,806             5,891            6,027
     Goodwill and other intangible assets                  21,274             3,815           21,604
     Other assets                                          15,746            15,878           16,858
                                                      -------------------------------   -----------------
         Total Assets                                  $1,450,443        $1,176,503       $1,468,755
                                                      ===============================   =================
Liabilities:
     Deposits:
         Noninterest-bearing demand                      $260,299          $226,373         $298,462
         Interest-bearing demand                          222,986           188,575          220,875
         Savings                                          488,915           324,584          441,461
         Time certificates, $100,000 and over              91,038            94,089           94,500
         Other time certificates                          176,701           199,031          181,525
                                                      -------------------------------   -----------------
         Total deposits                                 1,239,939         1,032,652        1,236,823
     Federal funds purchased                               16,300                 -           39,500
     Accrued interest payable                               2,507             3,034            2,638
     Other Liabilities                                     18,687            16,010           18,328
     Long-term debt and other borrowings                   22,877            22,915           22,887
     Junior subordinated debt                              20,619                 -           20,619
                                                      -------------------------------   -----------------
         Total Liabilities                              1,320,929         1,074,611        1,340,795
                                                      ===============================   =================
Shareholders' Equity:
     Authorized - 20,000 shares of common stock
     Issued and outstanding:
         15,636 at March 31, 2004                          69,568
         14,161 at March 31, 2003                                            50,768
         15,668 at December 31, 2003                                                          69,767
     Retained earnings                                     57,520            48,436           56,379
     Accumulated other comprehensive income, net            2,426             2,688            1,814
                                                      -------------------------------   -----------------
         Total Shareholders' Equity                       129,514           101,892          127,960
                                                      -------------------------------   -----------------
Total Liabilities and Shareholders' Equity             $1,450,443        $1,176,503       $1,468,755
                                                      ===================================================

</TABLE>

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


                                      -2-
<PAGE>

                                TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                      (In thousands, except per share data)

                                                            (Unaudited)
                                                    Three months ended March 31,
                                                         2004           2003
                                                    ----------------------------

Interest Income:
  Interest and fees on loans                           $16,739        $12,989
  Interest on federal funds sold                            10             84
  Interest on investment securities
    available for sale:
      Taxable                                            2,721          2,744
      Tax exempt                                           442            532
                                                    ----------------------------
      Total interest income                             19,912         16,349
                                                    ----------------------------
Interest Expense:
  Interest on interest-bearing demand deposits             100            118
  Interest on savings                                      907            720
  Interest on time certificates of deposit               1,442          1,959
  Interest on short-term borrowing                          34              -
  Interest on long-term debt                               320            318
  Interest on junior subordinated debt                     211              -
                                                    ----------------------------
      Total interest expense                             3,014          3,115
                                                    ----------------------------
Net Interest Income                                     16,898         13,234
                                                    ----------------------------
Provision for loan losses                                  650            150
                                                    ----------------------------
Net Interest Income After Provision for Loan Losses     16,248         13,084
                                                    ----------------------------
Noninterest Income:
  Service charges and fees                               4,081          3,500
  Gain on sale of loans                                    625          1,133
  Commissions on sale of non-deposit
    investment products                                    542            448
  Other                                                    507            315
                                                    ----------------------------
  Total Noninterest Income                               5,755          5,396
                                                    ----------------------------
Noninterest Expense:
  Salaries and related benefits                          8,167          6,877
  Other                                                  6,179          5,774
                                                    ----------------------------
  Total Noninterest Expense                             14,346         12,651
                                                    ----------------------------
Income Before Income Taxes                               7,657          5,829
                                                    ----------------------------
  Provision for income taxes                             2,880          2,216
                                                    ----------------------------
Net Income                                              $4,777         $3,613
                                                    ----------------------------
Comprehensive Income:
  Change in unrealized gain on securities
    available for sale, net                                612            385
                                                    ----------------------------
Comprehensive Income                                    $5,389         $3,998
                                                    ============================
Average Shares Outstanding                          15,616,540     14,141,402
Diluted Average Shares Outstanding                  16,212,845     14,500,356

Per Share Data
  Basic Earnings                                         $0.31          $0.26
  Diluted Earnings                                       $0.29          $0.25
  Dividends Paid                                         $0.10          $0.10


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


                                      -3-
<PAGE>

                                TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                            (In thousands, unaudited)
                                                       Accumulated
                                                          Other
                                   Common   Retained   Comprehensive
                                   Stock    Earnings  Income (Loss), net  Total
                                 -----------------------------------------------
Balance, December 31, 2002        $50,472    $46,239     $2,303         $99,014
  Net income for the period                    3,613                      3,613
  Stock issued, including
    stock option tax benefits         296                                   296
  Dividends                                   (1,416)                    (1,416)
  Unrealized gain on securities
    available for sale, net                                 385             385
                                 -----------------------------------------------
Balance March 31, 2003            $50,768    $48,436     $2,688        $101,892
                                 ===============================================

Balance, December 31, 2003        $69,767    $56,379     $1,814        $127,960
  Net income for the period                    4,777                      4,777
  Stock issued, including
    stock option tax benefits         547                                   547
  Repurchase of common stock         (746)    (2,047)                    (2,793)
  Dividends                                   (1,589)                    (1,589)
  Unrealized gain on securities
    available for sale, net                                 612             612
                                 -----------------------------------------------
Balance March 31, 2004            $69,568    $57,520     $2,426        $129,514
                                 ===============================================


See accompanying notes to unaudited condensed consolidated financial statements.



                                      -4-
<PAGE>
<TABLE>
<CAPTION>

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

                                                                       For the three months
                                                                         ended March 31,
                                                                     2004               2003
                                                                 -------------------------------
<S>                                                                    <C>                 <C>
Operating Activities:
   Net income                                                       $4,777              $3,613
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation and amortization of property and equipment         831                 653
       Amortization of intangible assets                               331                 228
       Provision for loan losses                                       650                 150
       Amortization of investment securities premium, net              443                 757
       Originations of loans for resale                            (31,981)            (53,210)
       Proceeds from sale of loans originated for resale            32,310              53,750
       Gain on sale of loans                                          (625)             (1,133)
       Amortization of mortgage servicing rights                       190                 256
       Reduction of mortgage servicing rights valuation allowance      (30)                  -
       Loss (gain) on sale of fixed assets                              78                  (2)
       Change in assets and liabilities:
         Decrease (increase) in interest receivable                    221                (247)
         (Decrease) increase in interest payable                      (131)                107
         Decrease in other assets and liabilities                      661                 720
                                                                 -------------------------------
Net Cash Provided by Operating Activities                            7,725               5,642
                                                                 -------------------------------
Investing Activities:
   Proceeds from maturities of securities available-for-sale        19,662              36,864
   Purchases of securities available-for-sale                      (15,295)            (53,010)
   Net increase in loans                                           (12,950)             (7,161)
   Proceeds from sale of premises and equipment                         12                   2
   Purchases of property and equipment                                (579)               (904)
   Purchase of life insurance                                            -             (13,910)
                                                                 -------------------------------
Net Cash Used by Investing Activities                               (9,150)            (38,119)
                                                                 -------------------------------
Financing Activities:
   Net increase in deposits                                          3,116              27,415
   Net decrease in Federal funds purchased                         (23,200)                  -
   Payments of principal on long-term debt agreements                  (10)                 (9)
   Repurchase of Common Stock                                       (2,793)                  -
   Dividends paid                                                   (1,589)             (1,416)
   Exercise of stock options/issuance of Common Stock                  540                 242
                                                                 -------------------------------
Net Cash (Used) Provided by Financing Activities                   (23,936)             26,232
                                                                 -------------------------------
Net Decrease in Cash and Cash Equivalents                          (25,361)             (6,245)
                                                                 -------------------------------
Cash and Cash Equivalents and Beginning of Period                   80,929              75,270
                                                                 -------------------------------
Cash and Cash Equivalents at End of Period                         $55,568             $69,025
                                                                 ===============================
Supplemental Disclosure of Noncash Activities:
   Unrealized gain on securities available for sale                 $1,031                $594
   Loans transferred to other real estate owned                          -                $676
   Income tax benefit from stock option exercises                       $7                 $54

Supplemental Disclosure of Cash Flow Activities:
   Cash paid for interest expense                                   $3,145              $3,008
   Cash paid for income taxes                                       $1,745                 $10

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                      -5-
<PAGE>

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: General Summary of Significant Accounting Policies
The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange  Commission.  The results of operations  reflect interim
adjustments,  all of which are of a normal  recurring  nature and which,  in the
opinion of management,  are necessary for a fair presentation of the results for
the interim  periods  presented.  The interim results for the three months ended
March 31, 2004 and 2003 are not necessarily  indicative of the results  expected
for the full year. These unaudited  consolidated  financial statements should be
read in  conjunction  with the audited  consolidated  financial  statements  and
accompanying notes as well as other information included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2003.

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

Nature of Operations
The Company  operates 33 branch  offices and 10 in-store  branch  offices in the
California  counties of Butte,  Contra Costa, Del Norte,  Fresno,  Glenn,  Kern,
Lake, Lassen, Madera, Mendocino,  Merced, Nevada, Sacramento,  Shasta, Siskiyou,
Stanislaus,  Sutter,  Tehama,  Tulare and Yuba. The Company's  operating  policy
since  its  inception  has  emphasized  retail  banking.  Most of the  Company's
customers are retail customers and small to medium sized businesses.

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

Investment Securities
The Company  classifies its debt and marketable  equity  securities  into one of
three  categories:  trading,  available-for-sale  or  held-to-maturity.  Trading
securities  are bought and held  principally  for the  purpose of selling in the
near term. Held-to-maturity securities are those securities that the Company has
the ability and intent to hold until maturity. All other securities not included
in trading or held-to-maturity are classified as available-for-sale.  During the
three months ended March 31, 2004 and throughout  2003, the Company did not have
any securities classified as either held-to-maturity or trading.

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

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


                                      -6-
<PAGE>

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

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

Mortgage Operations
Transfers and servicing of financial assets and  extinguishments  of liabilities
are  accounted  for  and  reported   based  on  consistent   application   of  a
financial-components  approach  that focuses on control.  Transfers of financial
assets  that are  sales  are  distinguished  from  transfers  that  are  secured
borrowings.  Retained  interests  (mortgage  servicing rights) in loans sold are
measured by allocating the previous  carrying amount of the  transferred  assets
between the loans sold and retained  interest,  if any,  based on their relative
fair value at the date of transfer.  Fair values are estimated using  discounted
cash flows based on a current market interest rate.

The  Company  recognizes  a gain and a related  asset for the fair  value of the
rights to  service  loans for  others  when  loans are sold.  The  Company  sold
substantially  all  of  its  conforming  long-term  residential  mortgage  loans
originated  during three months ended March 31, 2004 for cash proceeds  equal to
the fair value of the loans.

The following table summarizes the Company's mortgage servicing rights assets as
of March 31, 2004 and December 31, 2003.

                                 December 31,                          March 31,
   (Dollars in thousands)            2003     Additions   Reductions     2004
                                 -----------------------------------------------

   Mortgage Servicing Rights        $3,413       $296       ($190)      $3,519
   Valuation allowance                (600)         -          30         (570)
                                 -----------------------------------------------
   Mortgage servicing rights, net
     of valuation allowance         $2,813       $296       ($160)      $2,949


                                      -7-
<PAGE>

The recorded value of mortgage servicing rights is included in other assets, and
is amortized in proportion  to, and over the period of,  estimated net servicing
revenues.  The  Company  assesses  capitalized  mortgage  servicing  rights  for
impairment based upon the fair value of those rights at each reporting date. For
purposes  of  measuring  impairment,  the rights are  stratified  based upon the
product type, term and interest  rates.  Fair value is determined by discounting
estimated  net future  cash  flows  from  mortgage  servicing  activities  using
discount rates that  approximate  current market rates and estimated  prepayment
rates, among other assumptions.  The amount of impairment recognized, if any, is
the  amount by which the  capitalized  mortgage  servicing  rights for a stratum
exceeds their fair value. Impairment,  if any, is recognized through a valuation
allowance for each individual stratum.

At March 31, 2004, the Company had no mortgage loans held for sale. At March 31,
2004 and December 31, 2003, the Company  serviced real estate mortgage loans for
others of $371 million and $357 million, respectively.

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

Other Real Estate Owned
Real estate  acquired  by  foreclosure  is carried at the lower of the  recorded
investment in the property or its fair value less estimated  disposition  costs.
Prior to  foreclosure,  the value of the underlying  loan is written down to the
fair value of the real estate to be acquired less estimated disposition costs by
a charge to the  allowance  for loan  losses,  when  necessary.  Any  subsequent
write-downs  are  recorded  as a  valuation  allowance  with a  charge  to other
expenses in the income  statement  together with other expenses  related to such
properties,  net of  related  income.  Gains and losses on  disposition  of such
property are included in other income or other expenses as applicable.

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

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

The following  table  summarizes  the Company's  core deposit  intangibles as of
March 31, 2004 and December 31, 2003.

                                  December 31,                         March 31,
  (Dollar in Thousands)              2003      Additions   Reductions    2004
                                  ----------------------------------------------
   Core deposit intangibles         $13,643         -            -      $13,643
   Accumulated amortization          (7,843)    ($331)           -       (8,174)
                                  ----------------------------------------------
   Core deposit intangibles, net     $5,800     ($331)           -       $5,469
                                  ==============================================


                                      -8-
<PAGE>

Core deposit  intangibles are amortized over their expected  useful lives.  Such
lives are  periodically  reassessed  to  determine  if any  amortization  period
adjustments  are  indicated.   The  following  table  summarizes  the  Company's
estimated core deposit  intangible  amortization for each of the five succeeding
years:
                                               Estimated Core Deposit
                                               Intangible Amortization
                 Years Ended                    (Dollar in thousands)
                 -----------                   -----------------------
                    2004                               $1,358
                    2005                               $1,381
                    2006                               $1,395
                    2007                                 $490
                    2008                                 $523
                 Thereafter                              $653

The  following  table  summarizes  the  Company's   minimum  pension   liability
intangible as of March 31, 2004 and December 31, 2003.

                                  December 31,                         March 31,
  (Dollar in Thousands)              2003      Additions   Reductions    2004
                                  ----------------------------------------------
   Minimum pension liability
    intangible                       $285           -            -        $285
                                  ==============================================

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

The following table summarizes the Company's goodwill intangible as of March 31,
2004 and December 31, 2003.

                                  December 31,                         March 31,
  (Dollar in Thousands)              2003      Additions   Reductions    2004
                                  ----------------------------------------------
   Goodwill                        $15,519          -            -      $15,519
                                  ==============================================

Impairment of Long-Lived Assets and Goodwill
The Company  applies the  provisions of SFAS 144. In  accordance  with SFAS 144,
long-lived  assets,  such as premises and equipment,  and purchased  intangibles
subject to amortization,  are reviewed for impairment whenever events or changes
in  circumstances  indicate  that the  carrying  amount  of an asset  may not be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying amount of an asset to estimated  undiscounted  future
cash flows expected to be generated by the asset.  If the carrying  amount of an
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset. Assets to be disposed of would be separately  presented
in the balance  sheet and reported at the lower of the  carrying  amount or fair
value  less  costs  to sell,  and are no  longer  depreciated.  The  assets  and
liabilities of a disposed  group  classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.

On December 31 of each year,  goodwill is tested for  impairment,  and is tested
for impairment  more  frequently if events and  circumstances  indicate that the
asset might be impaired. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset's fair value.  This  determination  is made at
the  reporting  unit  level  and  consists  of two  steps.  First,  the  Company
determines  the fair value of a reporting  unit and  compares it to its carrying
amount.  Second,  if the  carrying  amount of a reporting  unit exceeds its fair
value, an impairment loss is recognized for any excess of the carrying amount of
the reporting unit's goodwill over the implied fair value of that goodwill.  The
implied fair value of goodwill is determined by allocating the fair value of the
reporting unit in a manner similar to a purchase price allocation, in accordance
with  FASB  Statement  of  Financial  Accounting  Standards  No.  141,  Business
Combinations  (SFAS 141).  The residual fair value after this  allocation is the
implied fair value of the reporting unit goodwill.


                                      -9-
<PAGE>

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

Cash Flows
For purposes of reporting cash flows, cash and cash equivalents  include cash on
hand, amounts due from banks and federal funds sold.

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

Had  compensation  cost  for the  Company's  option  plans  been  determined  in
accordance  with SFAS 123, the Company's net income and earnings per share would
have been reduced to the pro forma amounts indicated below:
                                                    Three Months Ended March 31,
(in thousands, except per share amounts)                2004             2003
                                                        ----             ----
Net income                           As reported       $4,777           $3,613
                                       Pro forma       $4,695           $3,561
Basic earnings per share             As reported        $0.31            $0.26
                                       Pro forma        $0.30            $0.25
Diluted earnings per share           As reported        $0.29            $0.25
                                       Pro forma        $0.29            $0.25
Stock-based employee compensation
   cost, net of related tax effects,
   included in net income            As reported           $0               $0
                                       Pro forma          $82              $52

Share and per share data for all  periods  have been  adjusted  to  reflect  the
2-for-1 stock split paid on April 30, 2004.


                                      -10-
<PAGE>

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

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

                                                    Three Months Ended March 31,
                                                       2004            2003
                                                           (in thousands)
                                                    ----------------------------
Net pension cost included the following components:
Service cost-benefits earned during the period          $35             $31
Interest cost on projected benefit obligation           103             105
Amortization of net obligation at transition              8               9
Amortization of prior service cost                       20              20
Recognized net actuarial loss                            37              38
                                                    ----------------------------
Net periodic pension cost                              $203            $203
                                                    ============================

During the three months ended March 31, 2004, the Company  contributed  and paid
out as benefits  $140,000 to participants  under the plans.  For the year ending
December 31, 2004,  the Company  expects to  contribute  and pay out as benefits
$490,000 to participants under the plans.

Comprehensive Income
For the  Company,  comprehensive  income  includes  net income  reported  on the
statement of income and comprehensive  income,  changes in the fair value of its
available-for-sale  investments,  and changes in the minimum  pension  liability
reported as a component of shareholders' equity.

The changes in the components of accumulated other comprehensive  income for the
three months ended March 31, 2004 and 2003 are reported as follows:

                                         Three Months Ended March 31,
                                             2004             2003
                                         ----------------------------
Unrealized Gain on Securities                   (in thousands)

Beginning Balance                           $2,519           $3,048
Unrealized gain arising during the
  period, net of tax                           612              385
                                         ----------------------------
Ending Balance                              $3,131           $3,433
                                         ----------------------------
Minimum Pension Liability
Beginning Balance                            ($705)           ($745)
Change in minimum pension liability,
  net of tax                                     -               -
                                         ----------------------------
Ending Balance                               ($705)           ($745)
                                         ----------------------------
Total accumulated other comprehensive
  income, net                               $2,426           $2,688
                                         ----------------------------

Reclassifications
Certain amounts previously  reported in the 2003 financial  statements have been
reclassified to conform to the 2004 presentation.  These  reclassifications  did
not affect previously reported net income or total shareholders'  equity.  Share
and per share data for all  periods  have been  adjusted  to reflect the 2-for-1
stock  split  effected as a stock  dividend  which was paid on April 30, 2004 to
shareholders of record on April 9, 2004.


                                      -11-
<PAGE>


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

                                                           (Unaudited)
                                                       Three months ended
                                                            March 31,
                                                --------------------------------
                                                     2004              2003
                                                --------------------------------
Net Interest Income (FTE)                            $17,147           $13,543
Provision for loan losses                               (650)             (150)
Noninterest income                                     5,755             5,396
Noninterest expense                                  (14,346)          (12,651)
Provision for income taxes (FTE)                      (3,129)           (2,525)
                                                --------------------------------
Net income                                            $4,777            $3,613
                                                ================================

Average shares outstanding                            15,617            14,141
Diluted average shares outstanding                    16,213            14,500
Shares outstanding at period end                      15,636            14,161

As Reported:
  Basic earnings per share                             $0.31             $0.26
  Diluted earnings per share                           $0.29             $0.25
  Return on assets                                     1.33%             1.26%
  Return on equity                                    14.80%            14.29%
  Net interest margin                                  5.35%             5.17%
  Net loan charge-offs to average loans                0.05%             0.14%
  Efficiency ratio (FTE)                              62.64%            66.80%

Average Balances:
  Total assets                                    $1,440,953        $1,149,759
  Earning assets                                   1,281,032         1,048,286
  Total loans                                        970,793           679,975
  Total deposits                                   1,231,704         1,003,853
  Shareholders' equity                              $129,133          $101,139

Balances at Period End:
  Total assets                                    $1,450,443        $1,176,503
  Earning assets                                   1,306,722         1,057,880
  Total loans                                        994,065           693,773
  Total deposits                                   1,239,939         1,032,652
  Shareholders' equity                              $129,514          $101,892

Financial Ratios at Period End:
  Allowance for loan losses to loans                   1.44%             2.06%
  Book value per share                                 $8.28             $7.20
  Equity to assets                                     8.93%             8.66%
  Total capital to risk assets                        11.49%            11.63%

Dividends Paid Per Share                               $0.10             $0.10
Dividend Payout Ratio                                 33.26%            39.19%

Share and per share data for all periods have been adjusted to reflect the
2-for-1 stock split paid on April 30, 2004.


                                      -12-
<PAGE>

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

As TriCo  Bancshares (the  "Company") has not commenced any business  operations
independent of Tri Counties Bank (the "Bank"), the following discussion pertains
primarily  to the  Bank.  Average  balances,  including  such  balances  used in
calculating  certain financial ratios, are generally  comprised of average daily
balances  for the  Company.  Within  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations,  interest income and net interest
income are generally presented on a fully tax-equivalent (FTE) basis.

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

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

The Company had quarterly  earnings of  $4,777,000,  or $0.29 per diluted share,
for the three  months  ended March 31,  2004.  These  results  represent a 16.0%
increase from the $0.25 earnings per diluted share reported for the three months
ended March 31, 2003 on earnings of $3,613,000.  The improvement in results from
the  year-ago  quarter  was  due  to a  $3,604,000  (26.6%)  increase  in  fully
tax-equivalent  net  interest  income  to  $17,147,000,  and a  $359,000  (6.7%)
increase in noninterest income to $5,755,000.  These contributing  factors where
partially  offset by a $500,000  (333%) increase in provision for loan losses to
$650,000 and a $1,695,000 (13.4%) increase in noninterest expense to $14,346,000
for the quarter ended March 31, 2004.

Included in the  results for the quarter  ended March 31, 2004 was the effect of
the  Company's  acquisition  of North State  National  Bank on April 4, 2003. On
April 4, 2003,  North  State  National  Bank had assets of $140  million,  loans
totaling $77 million,  and deposits  totaling $126 million.  The Company  issued
$13,090,057  in cash,  723,512  shares of TriCo  common  stock,  and  options to
purchase  79,587 TriCo common shares at an average  exercise  price of $6.22 per
share in exchange for all of the 1,234,375 common shares and options to purchase
79,937 common shares of North State  National  Bank  outstanding  as of April 4,
2003.


                                      -13-
<PAGE>

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

                                                       Three months ended
                                                            March 31,
                                                --------------------------------
                                                     2004              2003
                                                --------------------------------
Net Interest Income (FTE)                           $17,147          $13,543
Provision for loan losses                              (650)            (150)
Noninterest income                                    5,755            5,396
Noninterest expense                                 (14,346)         (12,651)
Provision for income taxes (FTE)                     (3,129)          (2,525)
                                                --------------------------------
Net income                                           $4,777           $3,613
                                                ================================

Net Interest Income
Following is a summary of the components of net interest  income for the periods
indicated (dollars in thousands):

                                              Three months ended
                                                   March 31,
                                       --------------------------------
                                            2004              2003
                                       --------------------------------
     Interest income                       $19,912           $16,349
     Interest expense                       (3,014)           (3,115)
     FTE adjustment                            249               309
                                       --------------------------------
        Net interest income (FTE)          $17,147           $13,543
                                       ================================
     Average earning assets             $1,281,032        $1,048,286

     Net interest margin (FTE)               5.35%             5.17%

The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on earning assets and interest  expense in
interest-bearing liabilities. Net interest income (FTE) during the first quarter
of  2004  increased   $3,604,000  (26.6%)  from  the  same  period  in  2003  to
$17,147,000.  The  increase in net  interest  income  (FTE) was due to increased
average balances of earning assets (up $232.7 million or 22.2% to $1.281billion)
and an 18 basis point increase in net interest margin (FTE) to 5.35%.

Interest and Fee Income
Interest and fee income (FTE) for the first quarter of 2004 increased $3,503,000
(21.0%)  from the first  quarter  of 2003.  The  increase  was the net effect of
higher  average   interest-earning   assets  (up  $232.7  million  or  22.2%  to
$1.281billion)  that was  partially  offset by a 6 basis  point  decrease in the
yield on those average earning assets to 6.30%.  The growth in  interest-earning
assets was the  result of a $290.8  million  (42.8%)  increase  in average  loan
balances to $970.8  million that was offset by  decreases in average  balance of
investments  of $34.0 (10.0%) to $305.8  million and average  balance of Federal
funds sold of $24.0 million (84.5%) to $4.4 million.

The average yield on the  Company's  earning  assets  decreased to 6.30% for the
quarter  ended March 31, 2004 from 6.36% for the quarter  ended March 31,  2003.
The average  yield on the  Company's  loans was 6.90% in the quarter ended March
31, 2004 compared to 7.64% in the year-ago quarter. This 74 basis point decrease
in average yield on loans is the result of the trend in general  interest  rates
throughout  much of 2002 and 2003 towards lower rates.  The average yield on the
Company's  investment balances increased 24 basis points to 4.46% in the quarter
ended March 31, 2004 compared to 4.22% in the year-ago quarter.  The increase in
the average yield on investment  balances was primarily due to a decrease in the
volume of mortgage  refinancing  in the quarter ended March 31, 2004 compared to
the year-ago quarter. Increased volume of mortgage refinancing has the effect of
decreasing the yields of the Companies mortgage-backed securities, which account
for approximately  seventy-five percent of the Company's investment balances. As
the volume of mortgage  refinancing  began to decrease in the fall of 2003,  the
yield on the Company's  mortgage-backed  securities increased. The average yield
on Federal  funds sold  decreased 27 basis points to 0.91% in the quarter  ended
March 31, 2004 from the year-ago  quarter due to a 25 basis  points  decrease in
the Federal funds target rate that occurred in June 2003.


                                      -14-
<PAGE>

Interest Expense
Interest expense decreased $101,000 (3.2%) in the first quarter of 2004 compared
to the year-ago quarter.  The decrease was due to a decrease in the average rate
paid on interest-bearing  liabilities from 1.52% in the first quarter of 2003 to
1.18% in the first quarter of 2004.

The average balance of  interest-bearing  liabilities  increased  $199.0 million
(24.3%) in the first  quarter of 2004  compared  to the  year-ago  quarter.  The
increase in  interest-bearing  liabilities was concentrated in the lower earning
interest-bearing  demand  deposit  (up $35.5  million  or  19.0%),  and  savings
deposits (up $151.4 million or 47.9%). The average balance of the higher earning
time  deposits  was down $21.8  million  (7.4%) from the  year-ago  quarter.  In
addition,  the average balance of  noninterest-bearing  deposits increased $62.8
million  (30.2%) from the year-ago  quarter.  During the quarter ended March 31,
2004,  average balance of Federal funds purchased and junior  subordinated  debt
were $13.3 million and $20.6 million, respectively,  compared to none of each in
the   year-ago   quarter.   The  average  rate  paid  for  all   categories   of
interest-bearing  liabilities,  except for other borrowings,  decreased from the
average rate paid in the year-ago quarter as a result of general market interest
rate changes.

Net Interest Margin (FTE)
The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:

                                             Three months ended
                                                  March 31,
                                            ---------------------
                                              2004         2003
                                            ---------------------
Yield on earning assets                       6.30%        6.36%
Rate paid on interest-bearing
     Liabilities                              1.18%        1.52%
                                            ---------------------
     Net interest spread                      5.12%        4.84%
Impact of all other net
     noninterest-bearing funds                0.23%        0.33%
                                            ---------------------
        Net interest margin                   5.35%        5.17%
                                            =====================

Net  interest  margin in the first  quarter of 2004  increased  18 basis  points
compared to the first quarter of 2003.  This increase in net interest margin was
mainly  due to lower  rates  paid on  liabilities,  and a change in the ratio of
loans to total interest earning assets. During the quarter ended March 31, 2004,
the ratio of loans to total interest  earnings assets was 76% compared to 66% in
the year-ago  quarter.  The  increase in interest  income due to the increase in
loan  volume  more than  offset the  effect of the 74 basis  point  decrease  in
average loan yield. As a result,  the average yield on total earning assets only
decreased  6 basis  points,  while the  average  rate  paid on  interest-bearing
liabilities decreased 34 basis points.


                                      -15-
<PAGE>

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

<TABLE>
<CAPTION>

                                                          For the three months ended
                                       ----------------------------------------------------------------
                                                March 31, 2004                  March 31, 2003
                                       -----------------------------     ------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------     ------------------------------
<S>                                       <C>        <C>       <C>          <C>      <C>        <C>
Assets:
Loans                                    $970,793  $16,739    6.90%       $679,975 $12,989     7.64%
Investment securities - taxable           270,358    2,721    4.03%        298,737   2,744     3.67%
Investment securities - nontaxable         35,472      691    7.79%         41,136     841     8.17%
Federal funds sold                          4,409       10    0.91%         28,438      84     1.18%
                                       -----------------------------     ------------------------------
Total earning assets                    1,281,032   20,161    6.30%      1,048,286  16,658     6.36%
Other assets                              159,921                          101,473
                                       ----------                       ----------
Total assets                           $1,440,953                       $1,149,759
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $222,508      100    0.18%       $187,017     118     0.25%
Savings deposits                          467,740      907    0.78%        316,366     720     0.91%
Time deposits                             271,138    1,442    2.13%        292,924   1,959     2.68%
Federal funds purchased                    13,292       34    1.02%              -       -
Other borrowings                           22,880      320    5.59%         22,918     318     5.55%
Junior subordinated debt                   20,619      211    4.09%              -       -
                                       -----------------------------     ------------------------------
Total interest-bearing liabilities      1,018,177    3,014    1.18%        819,225   3,115     1.52%
Noninterest-bearing deposits              270,318                          207,546
Other liabilities                          23,325                           21,849
Shareholders' equity                      129,133                          101,139
                                       ----------                       ----------
Total liabilities and
  shareholders' equity                 $1,440,953                       $1,149,759
                                       ==========                       ==========
Net interest spread(1)                                        5.12%                            4.84%
Net interest income and interest margin(2)         $17,147    5.35%                $13,543     5.17%
                                                   ================                =================

</TABLE>

(1)  Net interest spread represents the average yield earned on assets minus the
     average rate paid on interest-earning assets minus the average rate paid on
     interest-bearing liabilities

(2)  Net  interest  margin is computed by  calculating  the  difference  between
     interest  income and  expense,  divided by the  average  balance of earning
     assets.


                                      -16-
<PAGE>

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

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

                                             Three months ended March 31, 2004
                                                compared with three months
                                                   ended March 31, 2003
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                         $5,555     ($1,805)    $3,750
Investment securities                           (359)        186       (173)
Federal funds sold                               (71)         (3)       (74)
                                             ---------------------------------
   Total earning assets                        5,125      (1,622)     3,503
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                  22         (40)       (18)
Savings deposits                                 344        (157)       187
Time deposits                                   (146)       (371)      (517)
Federal funds purchased                           34           -         34
Other borrowings                                  (1)          3          2
Junior subordinated debt                         211           -        211
                                             ---------------------------------
   Total interest-bearing liabilities            464        (565)      (101)
                                             ---------------------------------
Increase (decrease) in Net Interest Income    $4,661     ($1,057)    $3,604
                                             =================================

Provision for Loan Losses
The  Company  provided  $650,000  for loan  losses in the first  quarter of 2004
versus $150,000 in the first quarter of 2003.  During the first quarter of 2004,
the Company  recorded  $126,000  of net loan charge offs versus  $234,000 of net
loan charge-offs in the year earlier quarter.

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

                                               Three months ended
                                                    March 31,
                                              ---------------------
                                                2004          2003
                                              ---------------------
     Service charges on deposit accounts      $3,197        $2,858
     ATM fees and interchange                    581           520
     Other service fees                          303           122
     Gain on sale of loans                       625         1,133
     Commissions on sale of
       nondeposit investment products            514           448
     Increase in cash value of life insurance    432           139
     Other noninterest income                    103           176
                                              ---------------------
     Total noninterest income                 $5,755        $5,396
                                              =====================


                                      -17-
<PAGE>

Noninterest  income for the first quarter of 2004 increased $359,000 (6.7%) from
the  year-ago  quarter.  The  increase in  noninterest  income from the year-ago
quarter was mainly due to increases in service  charges on deposit  products (up
$339 or 11.9% to $3,197,000),  cash value of life insurance (up $293,000 or 211%
to $432,000),  and other  servicing  fees (up $181,000 or 148% to $303,000) that
were  partially  offset by a decrease in gain on sale of loans (down $508,000 or
44.8% to  $625,000).  The increase in service  charges  income was mainly due to
increased  number of  customers.  The higher amount of increase in cash value of
life insurance is due to approximately  $22.5 million of life insurance that was
purchased in the spring of 2003.  The  increase in other  service fees is due to
increased   mortgage   servicing   fees  net  of  mortgage   servicing   premium
amortization.  The  decrease in gain on sale of loans was due to the slowdown in
the residential mortgage refinance market that started during the second half of
2003.

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

                                              Three months ended
                                                   March 31,
                                            ----------------------
                                              2004          2003
                                            ----------------------
     Salaries                                $5,094        $4,250
     Commissions and incentives               1,077         1,111
     Employee benefits                        1,996         1,516
     Equipment                                  943           791
     Occupancy                                  937           747
     Professional fees                          509           574
     Data processing and software               383           291
     Telecommunications                         375           391
     Intangible amortization                    331           228
     ATM network charges                        295           232
     Courier service                            262           248
     Postage                                    232           198
     Advertising and marketing                  191           272
     Assessments                                 72            60
     Operational losses                          40           130
     Other                                    1,609         1,612
                                            ----------------------
     Total                                  $14,346       $12,651
                                            ======================
     Average full time equivalent staff         532           467
     Noninterest expense to revenue (FTE)     62.64%        66.80%

Noninterest expense for the first quarter of 2004 increased  $1,695,000 (13.4%).
The  increase  in  noninterest  expense was mainly due to a  $1,290,000  (18.8%)
increase in salary and benefit expense to $8,167,000. The increase in salary and
benefits expense was mainly due to annual salary increases, increased commission
and incentive  expense,  and new  employees at the  Company's  four newly opened
branches in 2003.  Noninterest  expense  excluding  salaries and  benefits  also
increased (up $405,000 or 7.0% to  $6,179,000).  Approximately  $342,000 of this
increase  was expenses  related to equipment  and  facilities  depreciation  and
maintenance.

Provision for Income Tax
The  effective  tax rate for the three months ended March 31, 2004 was 37.6% and
reflects a decrease  from 38.0% for the three months  ended March 31, 2003.  The
provision for income taxes for all periods  presented is primarily  attributable
to the respective  level of earnings and the incidence of allowable  deductions,
particularly from tax-exempt loans and state and municipal securities.


                                      -18-
<PAGE>

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

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

                               At March 31, 2004           At December 31, 2003
                           -------------------------    ------------------------
                             Gross Guaranteed  Net       Gross Guaranteed   Net
                           -----------------------------------------------------
Classified loans           $27,946  $10,476  $17,470    $29,992 $11,209  $18,783
Other classified assets        924        -      924        932       -      932
                           -----------------------------------------------------
Total classified assets    $28,870  $10,476  $18,394    $30,924 $11,209  $19,715
                           =====================================================
Allowance for loan losses/
     Classified loans                          77.7%                       73.3%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its government-sponsored agencies at March 31, 2004, decreased $1.3
million (6.7%) to $18.4 million from $19.7 million at December 31, 2003.

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

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

Interest income on nonaccrual loans, which would have been recognized during the
three  months,  ended  March 31,  2004,  if all such  loans had been  current in
accordance with their original terms, totaled $348,000. Interest income actually
recognized  on these  loans  during the three  months  ended  March 31, 2004 was
$226,000.

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


                                      -19-
<PAGE>

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

As shown in the following table, total nonperforming assets net of guarantees of
the  U.S.  Government,  including  its  agencies  and  its  government-sponsored
agencies, increased $863,000 (16.2%) to $6,189,000 during the first three months
of 2004. Nonperforming assets net of guarantees represent 0.43% of total assets.
All nonaccrual loans are considered to be impaired when determining the need for
a specific valuation allowance. The Company continues to make a concerted effort
to work problem and potential problem loans to reduce risk of loss.

<TABLE>
<CAPTION>

 (dollars in thousands):
                                                  At March 31, 2004           At December 31, 2003
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
<S>                                           <C>       <C>      <C>       <C>      <C>      <C>
Performing nonaccrual loans                   $10,450   $7,816   $2,634    $10,997  $7,936   $3,061
Nonperforming, nonaccrual loans                 3,349    1,061    2,288      2,551   1,252    1,299
                                              ------------------------------------------------------
Total nonaccrual loans                         13,799    8,877    4,922     13,548   9,188    4,360
Loans 90 days past due and still accruing         343        -      343         34       -       34
                                              ------------------------------------------------------
Total nonperforming loans                      14,142    8,877    5,265     13,582   9,188    4,394
Other real estate owned                           924        -      924        932       -      932
                                              ------------------------------------------------------
Total nonperforming assets                    $15,066   $8,877   $6,189    $14,514  $9,188   $5,326
                                              ======================================================
Nonperforming loans to total loans                                0.53%                       0.45%
Allowance for loan losses/nonperforming loans                      272%                        313%
Nonperforming assets to total assets                              0.43%                       0.36%


</TABLE>

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

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


                                      -20-
<PAGE>

The Company's method for assessing the appropriateness of the allowance includes
specific  allowances  for  identified  problem loans and leases as determined by
SFAS 114,  formula  allowance  factors for pools of credits,  and allowances for
changing   environmental  factors  (e.g.,   interest  rates,  growth,   economic
conditions,  etc.). Allowance factors for loan pools are based on the previous 5
years historical loss experience by product type.  Allowances for specific loans
are based on SFAS 114 analysis of individual  credits.  Allowances  for changing
environmental  factors are  Management's  best  estimate of the probable  impact
these  changes  have  had on the loan  portfolio  as a whole.  This  process  is
explained  in  detail  in the  notes  to the  Company's  Consolidated  Financial
Statements  in its Annual  Report on Form 10-K for the year ended  December  31,
2003.

Based on the current conditions of the loan portfolio,  Management believes that
the  $14,297,000  allowance  for loan  losses at March 31,  2004 is  adequate to
absorb probable  losses  inherent in the Company's loan portfolio.  No assurance
can be given,  however,  that adverse economic conditions or other circumstances
will not result in increased losses in the portfolio.

The following table  summarizes the loan loss  provision,  net credit losses and
allowance for loan losses for the periods indicated (dollars in thousands):

                                                  Three months ended
                                                       March 31,
                                                ------------------------
                                                   2004          2003
                                                ------------------------
     Balance, beginning of period                $13,773       $14,377
     Loan loss provision                             650           150
     Loans charged off                              (188)         (280)
     Recoveries of previously
       charged-off loans                              62            46
                                                ------------------------
     Net charge-offs                                (126)         (234)
                                                ------------------------
     Balance, end of period                      $14,297       $14,293
                                                ========================
     Allowance for loan losses/loans outstanding   1.44%        2.06%


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

As  previously  announced  on March 11,  2004,  the Board of  Directors of TriCo
Bancshares approved a two-for-one stock split of its common stock at its meeting
held on March 11, 2004.  The stock split will be effected in the form of a stock
dividend and will entitle each stockholder of record at the close of business on
April 9, 2004 to receive one  additional  share for every share of TriCo  common
stock held on that date.  Shares resulting from the split will be distributed on
April 30, 2004. As of March 11, 2004,  the Company had  7,817,761  common shares
outstanding.

Also at its  meeting  on  March  11,  2004,  the  Board  of  Directors  of TriCo
Bancshares  approved  an  increase  in  the  maximum  number  of  shares  to  be
repurchased  under the Company's stock  repurchase plan originally  announced on
July 31, 2003 from 250,000 to 500,000 to be  effective on April 9, 2004,  solely
to conform  with the  two-for-one  stock split noted above.  The 250,000  shares
originally  authorized for repurchase under this plan represented  approximately
3.2% of the Company's  approximately  7,852,000 common shares  outstanding as of
July 31,  2003.  This plan has no stated  expiration  date for the  repurchases,
which may occur from time to time as market conditions allow. As of May 4, 2004,
the Company  repurchased  222,600  shares  under this plan as  adjusted  for the
2-for-1  stock  split  paid on April  30,  2004,  which  leaves  277,400  shares
available for repurchase under the plan.


                                      -21-
<PAGE>

The Company's primary capital resource is shareholders' equity, which was $129.5
million at March 31, 2004.  This amount  represents  an increase of $1.6 million
from December 31, 2003,  the net result of  comprehensive  income for the period
($5.4  million)  and the  issuance  of common  shares via the  exercise of stock
options ($0.5 million), partially offset by the repurchase of common stock ($2.8
million) and dividends  paid ($1.5  million).  The Company's  ratio of equity to
total assets was 8.93%,  8.66%,  and 8.71% as of March 31, 2004, March 31, 2003,
and December 31, 2003,  respectively.  The  following  summarizes  the ratios of
capital to risk-adjusted assets for the periods indicated:

<TABLE>
<CAPTION>

                                                                                   To Be Well
                                At March 31,         At            Minimum    Capitalized Under
                             ----------------    December 31,    Regulatory   Prompt Corrective
                             2004       2003        2003         Requirement  Action Provisions
                             ------------------------------------------------------------------
   <S>                        <C>        <C>        <C>              <C>              <C>
   Tier I Capital            10.31%     10.38%     10.41%           4.00%            6.00%
   Total Capital             11.49%     11.63%     11.57%           8.00%           10.00%
   Leverage ratio             8.80%      8.23%      8.68%           4.00%            5.00%

</TABLE>

Off-Balance Sheet Arrangements
The Bank has certain  ongoing  commitments  under  operating and capital leases.
These commitments do not significantly impact operating results. As of March 31,
2004 commitments to extend credit were the Company's only financial  instruments
with off-balance  sheet risk. The Company has not entered into any contracts for
financial  derivative  instruments such as futures,  swaps,  options,  etc. Loan
commitments  increased  to $362.5  million  from $332.9  million at December 31,
2003. The commitments represent 36.5% of the total loans outstanding at year-end
2003 versus 33.9% at December 31, 2003.

Certain Contractual Obligations
The following chart summarizes certain contractual obligations of the Company as
of December 31, 2003:

<TABLE>
<CAPTION>

                                                              Less than        1-3          3-5       More than
(dollars in thousands)                             Total      one year        years        years       5 years
                                                ------------------------------------------------------------------
<S>                                                <C>          <C>             <C>          <C>          <C>
Federal funds purchased                            $39,500      $39,500            -            -            -
FHLB loan, fixed rate of 5.41%
   payable on April 7, 2008, callable
   in its entirety by FHLB on a quarterly
   basis beginning April 7, 2003                    20,000            -            -      $20,000            -
FHLB loan, fixed rate of 5.35%
   payable on December 9, 2008                       1,500            -            -        1,500            -
FHLB loan, fixed rate of 5.77%
   payable on February 23, 2009                      1,000            -            -            -       $1,000
Capital lease obligation on premises,
   effective rate of 13% payable
   monthly in varying amounts
   through December 1, 2009                            562           90          183          187          102
Junior subordinated debt, adjustable rate
   of three-month LIBOR plus 3.05%,
   callable in whole or in part by the
   Company on a quarterly basis beginning
   October 7, 2008, matures October 7, 2033         20,619            -            -            -       20,619
Operating lease obligations                          6,254        1,172        1,835        1,428        1,819
Deferred compensation(1)                             5,195          269          505          438        3,983
Supplemental retirement plans(1)                     3,567          498          937          774        1,358
Employment agreements                                  253          253            -            -            -
                                                ------------------------------------------------------------------
Total contractual obligations                      $98,450      $41,782       $3,460      $24,327      $28,881
                                                ==================================================================

</TABLE>

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


                                      -22-
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

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

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

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

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

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

At March 31, 2004 and 2003, the results of the simulations  noted above indicate
that the balance  sheet is slightly  asset  sensitive  (earnings  increase  when
interest rates rise). The magnitude of all the simulation results noted above is
within the Company's policy  guidelines.  The asset liability  management policy
limits  aggregate  market risk,  as measured in this  fashion,  to an acceptable
level within the context of risk-return trade-offs.

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

At March 31, 2004 and 2003, the Company had no derivative financial instruments.


                                      -23-
<PAGE>

Liquidity
The  Company's  principal  source of asset  liquidity is federal  funds sold and
marketable  investment securities available for sale. At March 31, 2004, federal
funds sold and  investment  securities  available for sale totaled $313 million,
representing  a decrease of $4 million or 0.1% from  December  31,  2003,  and a
decrease of $51 million or 14% from March 31,  2003.  In  addition,  the Company
generates  additional  liquidity  from its operating  activities.  The Company's
profitability  during the first three months of 2004  generated  cash flows from
operations  of $7.7  million  compared  to $5.6  million  during the first three
months of 2003.  Additional cash flows may be provided by financing  activities,
primarily  the  acceptance  of deposits  and  borrowings  from banks.  Sales and
maturities  of  investment  securities  produced  cash inflows of $19.7  million
during the three months ended March 31, 2004  compared to $36.9  million for the
three months ended March 31, 2003. During the three months ended March 31, 2004,
the Company  invested $15.3 million and $13.0 million in securities and net loan
growth, respectively, compared to $53.0 million, $7.2 million, and $13.9 million
invested  in  securities,   net  loan  growth,  and  life  insurance   policies,
respectively,   during  the  first  three  months  of  2003.  These  changes  in
investment,  loan, and life insurance balances  contributed to net cash used for
investing  activities  of $9.2  million  during the three months ended March 31,
2004, compared to net cash used for investing activities of $38.1 million during
the three  months ended March 31, 2003.  Financing  activities  used net cash of
$23.9 million during the three months ended March 31, 2004, compared to net cash
provided by financing  activities of $26.2 million during the three months ended
March 31, 2003.  Deposit balance  increases and exercise of common stock options
accounted  for  $3.1  million  and  $540,000  of  financing  sources  of  funds,
respectively,  during the three months ended March 31, 2004, compared to deposit
balance  increases and exercise of common stock options that accounted for $27.4
million and $242,000 of  financing  sources of funds,  respectively,  during the
three  months ended March 31,  2003.  Dividends  paid used $1.5 million and $1.4
million of cash during the three months ended March 31, 2004 and March 31, 2003,
respectively. A decrease in Federal funds purchased and the repurchase of common
stock used $23.2  million  and $2.8  million of cash,  respectively,  during the
quarter  ended arch 31,  2004.  Also,  the  Company's  liquidity is dependent on
dividends received from the Bank. Dividends from the Bank are subject to certain
regulatory restrictions.

Item 4.  Controls and Procedures
The Chief Executive  Officer,  Richard Smith,  and the Chief Financial  Officer,
Thomas Reddish, evaluated the effectiveness of the Company's disclosure controls
and  procedures  as of  March  31,  2004  ("Evaluation  Date").  Based  on  that
evaluation,  they  concluded  that  as of  the  Evaluation  Date  the  Company's
disclosure  controls and procedures are effective to allow timely  communication
to them of  information  relating  to the  Company  and the Bank  required to be
disclosed in its filings with the  Securities  and Exchange  Commission  ("SEC")
under  the  Securities  Exchange  Act of  1934,  as  amended  ("Exchange  Act").
Disclosure  controls and  procedures are Company  controls and other  procedures
that are  designed to ensure that  information  required to be  disclosed by the
Company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.


                                      -24-
<PAGE>

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

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

Item 2 - Changes in Securities,  Use of Proceeds and Issuer  Purchases of Equity
Securities

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

<TABLE>
<CAPTION>

Period          (a) Total number    (b) Average price   (c) Total number of     (d) Maximum number
                of Shares purchased  paid per share     shares purchased as     of shares that may yet
                                                        part of publicly        be purchased under the
                                                        announced plans or      plans or programs
                                                        programs
-----------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                   <C>                    <C>
Jan. 1-31, 2004        93,600            $16.40                93,600                 351,400
Feb. 1-29, 2004        74,000            $17.00                74,000                 277,400
Mar. 1-31, 2004             -              -                        -                 277,400
-----------------------------------------------------------------------------------------------------------
Total                 167,600            $16.66               167,600                 277,400

</TABLE>

Item 4  - Submission of Matters to a Vote of Security Holders

(a)  The Company's Annual Meeting of Shareholders was held on May 4, 2004.

(b) and (c) The  following  vote  results  are  based on the  number  of  shares
outstanding  prior to the  2-for-1  stock  split  paid on April  30,  2004.  The
following eleven directors were elected at the meeting:

                                 Votes For  Votes Against/Withheld   Abstentions
      William J. Casey           6,211,353          272,395                -
      Donald J. Amaral           6,165,571          318,177                -
      Craig S. Compton           6,226,680          257,068                -
      John S.A. Hasbrook         6,283,846          199,902                -
      Michael W. Koehnen         6,289,696          194,052                -
      Wendell J. Lundberg        6,202,532          281,216                -
      Donald E. Murphy           6,213,445          270,303                -
      Steve G. Nettleton         6,284,518          199,230                -
      Richard P. Smith           6,283,513          200,235                -
      Carroll R. Taresh          5,673,757          809,991                -
      Alex A. Vereschagin, Jr.   6,271,636          212,112                -


     The  shareholders  approved  an  amendment  to the  Company's  articles  of
     incorporation  to  increase  the  authorized  shares of common  stock  from
     20,000,000 to 50,000,000. 5,801,690 shares were voted for approval, 627,114
     shares were voted against and 53,771 shares abstained.

     The  shareholders  approved an amendment to the Company's 2001 stock option
     plan to increase by 450,000 the number of shares which may be granted under
     the plan.  4,178,658  shares were voted for approval,  926,004  shares were
     voted against and 108,449 shares abstained.


                                      -25-
<PAGE>

     The shareholders ratified the appointment of KPMG LLP as independent public
     accountants  of the Company for 2004.  6,378,503  shares were voted for the
     ratification, 23,539 shares were voted against and 81,706 shares abstained.
     Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

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

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

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

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

    10.2*      Form of Change of Control Agreement dated April 10, 2001, between
               TriCo and each of Richard  O'Sullivan,  Thomas Reddish,  Ray Rios
               and Richard Smith, and dated February 27, 2003, between TriCo and
               Craig Carney filed as Exhibit 10.9 to TriCo's Report on Form 10-Q
               for the quarter ended September 30, 2001

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

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

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

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

    10.7*      TriCo's 2001 Stock Option Plan filed as Exhibit 4 to TriCo's Form
               S-8 Registration Statement dated July 27, 2001 (No. 33-66064)

    10.8*      Employment  Agreement between TriCo and Richard Smith dated April
               10, 2001,  filed as Exhibit 10.8 to TriCo's Form S-4 Registration
               Statement dated January 16, 2003 (No. 333-102546)

    10.9*      Tri Counties  Bank  Executive  Deferred  Compensation  Plan dated
               September  1,  1987,  as  restated  April 1,  1992,  and  amended
               November  12,  2002,  filed as Exhibit  10.9 to TriCo's  Form S-4
               Registration Statement dated January 16, 2003 (No. 333-102546)


                                      -26-
<PAGE>

    10.10*     Tri Counties  Bank  Supplemental  Retirement  Plan for  Directors
               dated  September 1, 1987, as restated  January 1, 2001,  filed as
               Exhibit 10.10 to TriCo's Form S-4  Registration  Statement  dated
               January 16, 2003 (No. 333-102546)

    10.11*     Tri  Counties  Bank   Supplemental   Executive   Retirement  Plan
               effective  September 1, 1987,  filed as Exhibit  10.11 to TriCo's
               Form S-4  Registration  Statement  dated  January  16,  2003 (No.
               333-102546)

    10.12*     Tri  Counties  Bank  Deferred  Compensation  Plan  for  Directors
               effective  April 1, 1992,  filed as Exhibit 10.12 to TriCo's Form
               S-4   Registration   Statement   dated   January  16,  2003  (No.
               333-102546)

    10.13*     Employment  Agreement between TriCo and Richard  O'Sullivan dated
               April 10,  2001,  filed as  Exhibit  10.13 to  TriCo's  Quarterly
               Report on Form 10-Q for the quarter ended March 31, 2003

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

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

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

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

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


                                      -27-
<PAGE>


    11.1       Computation of earnings per share

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

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

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

    32.1       Section 1350 Certification of CEO

    32.2       Section 1350 Certification of CFO

* Previously filed and incorporated by reference.

(b) Reports on Form 8-K

     During the quarter  ended March 31,  2004 the Company  filed the  following
     Current Reports on Form 8-K:

              Description                               Date of Report
              ----------------------------------        ---------------------
              TriCo Bancshares Announces 2-for-1        March 11, 2004
              Stock Split

              Quarterly results of operations           April 21, 2004

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

                                     TRICO BANCSHARES
                                       (Registrant)

Date:  May 4, 2004                   /s/ Thomas J. Reddish
                                     -----------------------------------
                                     Thomas J. Reddish
                                     Executive Vice President and
                                     Chief Financial Officer



                                      -28-
<PAGE>

EXHIBITS

Exhibit 11.1

TRICO BANCSHARES
Computation of Earnings Per Share on Common and Common  Equivalent Shares and on
Common Shares Assuming Full Dilution

                                                   For the
                                                three months
                                               ended March 31,
(In thousands, except per share data)        2004           2003
                                           ----------------------

Weighted average number of common
    shares outstanding - basic              15,617         14,141

Add exercise of options reduced by
    the number of shares that could
    have been purchased with the
    proceeds of such exercise                  596            359
                                           ----------------------
Weighted average number of common
    shares outstanding - diluted            16,213         14,500
                                           ======================

Net income                                  $4,777         $3,613

Basic earnings per share                     $0.31          $0.26

Diluted earnings per share                   $0.29          $0.25



                                      -29-
<PAGE>

Exhibit 31.1

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

I, Richard P. Smith, certify that;

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



Date: May 4, 2004                       /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer



                                      -30-
<PAGE>

Exhibit 31.2

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

I, Thomas J. Reddish, certify that;

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



Date: May 4, 2004                       /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and
                                        Chief Financial Officer



                                      -31-
<PAGE>

Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended March 31, 2004 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I,  Richard P. Smith,
President and Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

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


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

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


Exhibit 32.2

Section 1350 Certification of CFO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended March 31, 2004 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Thomas J. Reddish,
Vice President and Chief Financial Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

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


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

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


                                      -32-
[{"type": "10-Q", "sequence": "1", "filename": "tcb10q1q04.txt", "description": "TCBK 3/31/2004 FORM 10-Q", "secsgml_size_bytes": 127995}]
{"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": "04782744"}, "business-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973", "phone": "5308980300"}, "mail-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended March 31, 2004                  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
                                -----        -----

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of May 4, 2004:  15,639,522
TABLE OF CONTENTS

                                                                            Page

Forward Looking Statements                                                    1

PART I - FINANCIAL INFORMATION                                                2

  Item 1 - Financial Statements                                               2

    Notes to Unaudited Condensed Consolidated Financial Statements            6

    Financial Summary                                                        12

  Item 2 - Management's Discussion and Analysis of Financial                 13
             Condition and Results of Operations

  Item 3 - Quantitative and Qualitative Disclosures about Market Risk        23

  Item 4 - Controls and Procedures                                           24

PART II - OTHER INFORMATION                                                  25

  Item 1 - Legal Proceedings                                                 25

  Item 2 - Changes in Securities, Use of Proceeds and
           Issuer Purchases of Equity Securities                             25

  Item 4 - Submission of Matters to a Vote of Security Holders               25

  Item 6 - Exhibits and Reports on Form 8-K                                  25

  Signatures                                                                 28

  Exhibits                                                                   29
FORWARD-LOOKING STATEMENTS

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

    -  a continued slowdown in the national and California economies;
    -  increased economic uncertainty created  by the recent  terrorist  attacks
       on the United States and the actions taken in response;
    -  the prospect of additional terrorist attacks in the United States and the
       uncertain effect of these events on the national and regional economies;
    -  changes in the interest rate environment;
    -  changes in the regulatory environment;
    -  significantly increasing competitive pressure in the banking industry;
    -  operational risks including data processing system failures or fraud;
    -  volatility of rate sensitive deposits; and
    -  asset/liability matching risks and liquidity risks.

The reader is directed to the Company's  annual report on Form 10-K for the year
ended  December 31, 2003,  for further  discussion of factors which could affect
the Company's  business and cause actual results to differ materially from those
expressed in any forward-looking statement made in this report.

                                      -1-
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                TRICO BANCSHARES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                                                  (Unaudited)               (Unaudited)
                                                                 At March 31,             At December 31,
                                                            2004              2003             2003
                                                      -------------------------------   -----------------
Assets:
     Cash and due from banks                              $55,568           $58,925          $80,603
     Federal funds sold                                         -            10,100              326
                                                      -------------------------------   -----------------
         Cash and cash equivalents                         55,568            69,025           80,929

     Investment securities available for sale             312,657           354,007          316,436
     Loans:
         Commercial                                       131,759           117,329          142,252
         Consumer                                         334,221           210,633          319,029
         Real estate mortgages                            465,429           330,001          458,369
         Real estate construction                          62,656            35,810           61,591
                                                      -------------------------------   -----------------
                                                          994,065           693,773          981,241
     Allowance for loan losses                            (14,297)          (14,293)         (13,773)
                                                      -------------------------------   -----------------
         Loans, net of allowance for loan losses          979,768           679,480          967,468
     Premises and equipment, net                           19,288            17,542           19,521
     Cash value of life insurance                          39,412            29,257           38,980
     Other real estate owned                                  924             1,608              932
     Accrued interest receivable                            5,806             5,891            6,027
     Goodwill and other intangible assets                  21,274             3,815           21,604
     Other assets                                          15,746            15,878           16,858
                                                      -------------------------------   -----------------
         Total Assets                                  $1,450,443        $1,176,503       $1,468,755
                                                      ===============================   =================
Liabilities:
     Deposits:
         Noninterest-bearing demand                      $260,299          $226,373         $298,462
         Interest-bearing demand                          222,986           188,575          220,875
         Savings                                          488,915           324,584          441,461
         Time certificates, $100,000 and over              91,038            94,089           94,500
         Other time certificates                          176,701           199,031          181,525
                                                      -------------------------------   -----------------
         Total deposits                                 1,239,939         1,032,652        1,236,823
     Federal funds purchased                               16,300                 -           39,500
     Accrued interest payable                               2,507             3,034            2,638
     Other Liabilities                                     18,687            16,010           18,328
     Long-term debt and other borrowings                   22,877            22,915           22,887
     Junior subordinated debt                              20,619                 -           20,619
                                                      -------------------------------   -----------------
         Total Liabilities                              1,320,929         1,074,611        1,340,795
                                                      ===============================   =================
Shareholders' Equity:
     Authorized - 20,000 shares of common stock
     Issued and outstanding:
         15,636 at March 31, 2004                          69,568
         14,161 at March 31, 2003                                            50,768
         15,668 at December 31, 2003                                                          69,767
     Retained earnings                                     57,520            48,436           56,379
     Accumulated other comprehensive income, net            2,426             2,688            1,814
                                                      -------------------------------   -----------------
         Total Shareholders' Equity                       129,514           101,892          127,960
                                                      -------------------------------   -----------------
Total Liabilities and Shareholders' Equity             $1,450,443        $1,176,503       $1,468,755
                                                      ===================================================
Share and per share data for all periods have been adjusted to reflect the
2-for-1 stock split paid on April 30, 2004. See accompanying notes to unaudited
condensed consolidated financial statements.

                                      -2-
TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                      (In thousands, except per share data)

                                                            (Unaudited)
                                                    Three months ended March 31,
                                                         2004           2003
                                                    ----------------------------

Interest Income:
  Interest and fees on loans                           $16,739        $12,989
  Interest on federal funds sold                            10             84
  Interest on investment securities
    available for sale:
      Taxable                                            2,721          2,744
      Tax exempt                                           442            532
                                                    ----------------------------
      Total interest income                             19,912         16,349
                                                    ----------------------------
Interest Expense:
  Interest on interest-bearing demand deposits             100            118
  Interest on savings                                      907            720
  Interest on time certificates of deposit               1,442          1,959
  Interest on short-term borrowing                          34              -
  Interest on long-term debt                               320            318
  Interest on junior subordinated debt                     211              -
                                                    ----------------------------
      Total interest expense                             3,014          3,115
                                                    ----------------------------
Net Interest Income                                     16,898         13,234
                                                    ----------------------------
Provision for loan losses                                  650            150
                                                    ----------------------------
Net Interest Income After Provision for Loan Losses     16,248         13,084
                                                    ----------------------------
Noninterest Income:
  Service charges and fees                               4,081          3,500
  Gain on sale of loans                                    625          1,133
  Commissions on sale of non-deposit
    investment products                                    542            448
  Other                                                    507            315
                                                    ----------------------------
  Total Noninterest Income                               5,755          5,396
                                                    ----------------------------
Noninterest Expense:
  Salaries and related benefits                          8,167          6,877
  Other                                                  6,179          5,774
                                                    ----------------------------
  Total Noninterest Expense                             14,346         12,651
                                                    ----------------------------
Income Before Income Taxes                               7,657          5,829
                                                    ----------------------------
  Provision for income taxes                             2,880          2,216
                                                    ----------------------------
Net Income                                              $4,777         $3,613
                                                    ----------------------------
Comprehensive Income:
  Change in unrealized gain on securities
    available for sale, net                                612            385
                                                    ----------------------------
Comprehensive Income                                    $5,389         $3,998
                                                    ============================
Average Shares Outstanding                          15,616,540     14,141,402
Diluted Average Shares Outstanding                  16,212,845     14,500,356

Per Share Data
  Basic Earnings                                         $0.31          $0.26
  Diluted Earnings                                       $0.29          $0.25
  Dividends Paid                                         $0.10          $0.10

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

                                      -3-
TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                            (In thousands, unaudited)
                                                       Accumulated
                                                          Other
                                   Common   Retained   Comprehensive
                                   Stock    Earnings  Income (Loss), net  Total
                                 -----------------------------------------------
Balance, December 31, 2002        $50,472    $46,239     $2,303         $99,014
  Net income for the period                    3,613                      3,613
  Stock issued, including
    stock option tax benefits         296                                   296
  Dividends                                   (1,416)                    (1,416)
  Unrealized gain on securities
    available for sale, net                                 385             385
                                 -----------------------------------------------
Balance March 31, 2003            $50,768    $48,436     $2,688        $101,892
                                 ===============================================

Balance, December 31, 2003        $69,767    $56,379     $1,814        $127,960
  Net income for the period                    4,777                      4,777
  Stock issued, including
    stock option tax benefits         547                                   547
  Repurchase of common stock         (746)    (2,047)                    (2,793)
  Dividends                                   (1,589)                    (1,589)
  Unrealized gain on securities
    available for sale, net                                 612             612
                                 -----------------------------------------------
Balance March 31, 2004            $69,568    $57,520     $2,426        $129,514
                                 ===============================================

See accompanying notes to unaudited condensed consolidated financial statements.

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

                                                                       For the three months
                                                                         ended March 31,
                                                                     2004               2003
                                                                 -------------------------------
Operating Activities:
   Net income                                                       $4,777              $3,613
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation and amortization of property and equipment         831                 653
       Amortization of intangible assets                               331                 228
       Provision for loan losses                                       650                 150
       Amortization of investment securities premium, net              443                 757
       Originations of loans for resale                            (31,981)            (53,210)
       Proceeds from sale of loans originated for resale            32,310              53,750
       Gain on sale of loans                                          (625)             (1,133)
       Amortization of mortgage servicing rights                       190                 256
       Reduction of mortgage servicing rights valuation allowance      (30)                  -
       Loss (gain) on sale of fixed assets                              78                  (2)
       Change in assets and liabilities:
         Decrease (increase) in interest receivable                    221                (247)
         (Decrease) increase in interest payable                      (131)                107
         Decrease in other assets and liabilities                      661                 720
                                                                 -------------------------------
Net Cash Provided by Operating Activities                            7,725               5,642
                                                                 -------------------------------
Investing Activities:
   Proceeds from maturities of securities available-for-sale        19,662              36,864
   Purchases of securities available-for-sale                      (15,295)            (53,010)
   Net increase in loans                                           (12,950)             (7,161)
   Proceeds from sale of premises and equipment                         12                   2
   Purchases of property and equipment                                (579)               (904)
   Purchase of life insurance                                            -             (13,910)
                                                                 -------------------------------
Net Cash Used by Investing Activities                               (9,150)            (38,119)
                                                                 -------------------------------
Financing Activities:
   Net increase in deposits                                          3,116              27,415
   Net decrease in Federal funds purchased                         (23,200)                  -
   Payments of principal on long-term debt agreements                  (10)                 (9)
   Repurchase of Common Stock                                       (2,793)                  -
   Dividends paid                                                   (1,589)             (1,416)
   Exercise of stock options/issuance of Common Stock                  540                 242
                                                                 -------------------------------
Net Cash (Used) Provided by Financing Activities                   (23,936)             26,232
                                                                 -------------------------------
Net Decrease in Cash and Cash Equivalents                          (25,361)             (6,245)
                                                                 -------------------------------
Cash and Cash Equivalents and Beginning of Period                   80,929              75,270
                                                                 -------------------------------
Cash and Cash Equivalents at End of Period                         $55,568             $69,025
                                                                 ===============================
Supplemental Disclosure of Noncash Activities:
   Unrealized gain on securities available for sale                 $1,031                $594
   Loans transferred to other real estate owned                          -                $676
   Income tax benefit from stock option exercises                       $7                 $54

Supplemental Disclosure of Cash Flow Activities:
   Cash paid for interest expense                                   $3,145              $3,008
   Cash paid for income taxes                                       $1,745                 $10
See accompanying notes to unaudited condensed consolidated financial statements.

                                      -5-
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: General Summary of Significant Accounting Policies
The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange  Commission.  The results of operations  reflect interim
adjustments,  all of which are of a normal  recurring  nature and which,  in the
opinion of management,  are necessary for a fair presentation of the results for
the interim  periods  presented.  The interim results for the three months ended
March 31, 2004 and 2003 are not necessarily  indicative of the results  expected
for the full year. These unaudited  consolidated  financial statements should be
read in  conjunction  with the audited  consolidated  financial  statements  and
accompanying notes as well as other information included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2003.

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

Nature of Operations
The Company  operates 33 branch  offices and 10 in-store  branch  offices in the
California  counties of Butte,  Contra Costa, Del Norte,  Fresno,  Glenn,  Kern,
Lake, Lassen, Madera, Mendocino,  Merced, Nevada, Sacramento,  Shasta, Siskiyou,
Stanislaus,  Sutter,  Tehama,  Tulare and Yuba. The Company's  operating  policy
since  its  inception  has  emphasized  retail  banking.  Most of the  Company's
customers are retail customers and small to medium sized businesses.

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

Investment Securities
The Company  classifies its debt and marketable  equity  securities  into one of
three  categories:  trading,  available-for-sale  or  held-to-maturity.  Trading
securities  are bought and held  principally  for the  purpose of selling in the
near term. Held-to-maturity securities are those securities that the Company has
the ability and intent to hold until maturity. All other securities not included
in trading or held-to-maturity are classified as available-for-sale.  During the
three months ended March 31, 2004 and throughout  2003, the Company did not have
any securities classified as either held-to-maturity or trading.

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

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

                                      -6-
Loans
Loans are reported at the principal amount  outstanding,  net of unearned income
and the allowance for loan losses.  Loan  origination  and  commitment  fees and
certain  direct  loan  origination  costs are  deferred,  and the net  amount is
amortized as an adjustment of the related  loan's yield over the estimated  life
of the loan.  Loans on which the accrual of interest has been  discontinued  are
designated  as  nonaccrual  loans.  Accrual of  interest  on loans is  generally
discontinued  either  when  reasonable  doubt  exists  as to  the  full,  timely
collection  of interest or principal or when a loan becomes  contractually  past
due by 90 days or more with respect to interest or principal.  When loans are 90
days past due, but in Management's  judgment are well secured and in the process
of collection,  they may not be classified as nonaccrual.  When a loan is placed
on  nonaccrual  status,  all interest  previously  accrued but not  collected is
reversed.  Income on such loans is then  recognized only to the extent that cash
is received and where the future  collection of principal is probable.  Interest
accruals are resumed on such loans only when they are brought fully current with
respect to interest and principal and when, in the judgment of  Management,  the
loans are estimated to be fully collectible as to both principal and interest.

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

Mortgage Operations
Transfers and servicing of financial assets and  extinguishments  of liabilities
are  accounted  for  and  reported   based  on  consistent   application   of  a
financial-components  approach  that focuses on control.  Transfers of financial
assets  that are  sales  are  distinguished  from  transfers  that  are  secured
borrowings.  Retained  interests  (mortgage  servicing rights) in loans sold are
measured by allocating the previous  carrying amount of the  transferred  assets
between the loans sold and retained  interest,  if any,  based on their relative
fair value at the date of transfer.  Fair values are estimated using  discounted
cash flows based on a current market interest rate.

The  Company  recognizes  a gain and a related  asset for the fair  value of the
rights to  service  loans for  others  when  loans are sold.  The  Company  sold
substantially  all  of  its  conforming  long-term  residential  mortgage  loans
originated  during three months ended March 31, 2004 for cash proceeds  equal to
the fair value of the loans.

The following table summarizes the Company's mortgage servicing rights assets as
of March 31, 2004 and December 31, 2003.

                                 December 31,                          March 31,
   (Dollars in thousands)            2003     Additions   Reductions     2004
                                 -----------------------------------------------

   Mortgage Servicing Rights        $3,413       $296       ($190)      $3,519
   Valuation allowance                (600)         -          30         (570)
                                 -----------------------------------------------
   Mortgage servicing rights, net
     of valuation allowance         $2,813       $296       ($160)      $2,949

                                      -7-
The recorded value of mortgage servicing rights is included in other assets, and
is amortized in proportion  to, and over the period of,  estimated net servicing
revenues.  The  Company  assesses  capitalized  mortgage  servicing  rights  for
impairment based upon the fair value of those rights at each reporting date. For
purposes  of  measuring  impairment,  the rights are  stratified  based upon the
product type, term and interest  rates.  Fair value is determined by discounting
estimated  net future  cash  flows  from  mortgage  servicing  activities  using
discount rates that  approximate  current market rates and estimated  prepayment
rates, among other assumptions.  The amount of impairment recognized, if any, is
the  amount by which the  capitalized  mortgage  servicing  rights for a stratum
exceeds their fair value. Impairment,  if any, is recognized through a valuation
allowance for each individual stratum.

At March 31, 2004, the Company had no mortgage loans held for sale. At March 31,
2004 and December 31, 2003, the Company  serviced real estate mortgage loans for
others of $371 million and $357 million, respectively.

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

Other Real Estate Owned
Real estate  acquired  by  foreclosure  is carried at the lower of the  recorded
investment in the property or its fair value less estimated  disposition  costs.
Prior to  foreclosure,  the value of the underlying  loan is written down to the
fair value of the real estate to be acquired less estimated disposition costs by
a charge to the  allowance  for loan  losses,  when  necessary.  Any  subsequent
write-downs  are  recorded  as a  valuation  allowance  with a  charge  to other
expenses in the income  statement  together with other expenses  related to such
properties,  net of  related  income.  Gains and losses on  disposition  of such
property are included in other income or other expenses as applicable.

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

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

The following  table  summarizes  the Company's  core deposit  intangibles as of
March 31, 2004 and December 31, 2003.

                                  December 31,                         March 31,
  (Dollar in Thousands)              2003      Additions   Reductions    2004
                                  ----------------------------------------------
   Core deposit intangibles         $13,643         -            -      $13,643
   Accumulated amortization          (7,843)    ($331)           -       (8,174)
                                  ----------------------------------------------
   Core deposit intangibles, net     $5,800     ($331)           -       $5,469
                                  ==============================================

                                      -8-
Core deposit  intangibles are amortized over their expected  useful lives.  Such
lives are  periodically  reassessed  to  determine  if any  amortization  period
adjustments  are  indicated.   The  following  table  summarizes  the  Company's
estimated core deposit  intangible  amortization for each of the five succeeding
years:
                                               Estimated Core Deposit
                                               Intangible Amortization
                 Years Ended                    (Dollar in thousands)
                 -----------                   -----------------------
                    2004                               $1,358
                    2005                               $1,381
                    2006                               $1,395
                    2007                                 $490
                    2008                                 $523
                 Thereafter                              $653

The  following  table  summarizes  the  Company's   minimum  pension   liability
intangible as of March 31, 2004 and December 31, 2003.

                                  December 31,                         March 31,
  (Dollar in Thousands)              2003      Additions   Reductions    2004
                                  ----------------------------------------------
   Minimum pension liability
    intangible                       $285           -            -        $285
                                  ==============================================

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

The following table summarizes the Company's goodwill intangible as of March 31,
2004 and December 31, 2003.

                                  December 31,                         March 31,
  (Dollar in Thousands)              2003      Additions   Reductions    2004
                                  ----------------------------------------------
   Goodwill                        $15,519          -            -      $15,519
                                  ==============================================

Impairment of Long-Lived Assets and Goodwill
The Company  applies the  provisions of SFAS 144. In  accordance  with SFAS 144,
long-lived  assets,  such as premises and equipment,  and purchased  intangibles
subject to amortization,  are reviewed for impairment whenever events or changes
in  circumstances  indicate  that the  carrying  amount  of an asset  may not be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying amount of an asset to estimated  undiscounted  future
cash flows expected to be generated by the asset.  If the carrying  amount of an
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset. Assets to be disposed of would be separately  presented
in the balance  sheet and reported at the lower of the  carrying  amount or fair
value  less  costs  to sell,  and are no  longer  depreciated.  The  assets  and
liabilities of a disposed  group  classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.

On December 31 of each year,  goodwill is tested for  impairment,  and is tested
for impairment  more  frequently if events and  circumstances  indicate that the
asset might be impaired. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset's fair value.  This  determination  is made at
the  reporting  unit  level  and  consists  of two  steps.  First,  the  Company
determines  the fair value of a reporting  unit and  compares it to its carrying
amount.  Second,  if the  carrying  amount of a reporting  unit exceeds its fair
value, an impairment loss is recognized for any excess of the carrying amount of
the reporting unit's goodwill over the implied fair value of that goodwill.  The
implied fair value of goodwill is determined by allocating the fair value of the
reporting unit in a manner similar to a purchase price allocation, in accordance
with  FASB  Statement  of  Financial  Accounting  Standards  No.  141,  Business
Combinations  (SFAS 141).  The residual fair value after this  allocation is the
implied fair value of the reporting unit goodwill.

                                      -9-
Income Taxes
The  Company's  accounting  for income taxes is based on an asset and  liability
approach.  The Company  recognizes the amount of taxes payable or refundable for
the current  year,  and deferred tax assets and  liabilities  for the future tax
consequences that have been recognized in its consolidated  financial statements
or tax returns.  The  measurement of tax assets and  liabilities is based on the
provisions of enacted tax laws.

Cash Flows
For purposes of reporting cash flows, cash and cash equivalents  include cash on
hand, amounts due from banks and federal funds sold.

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

Had  compensation  cost  for the  Company's  option  plans  been  determined  in
accordance  with SFAS 123, the Company's net income and earnings per share would
have been reduced to the pro forma amounts indicated below:
                                                    Three Months Ended March 31,
(in thousands, except per share amounts)                2004             2003
                                                        ----             ----
Net income                           As reported       $4,777           $3,613
                                       Pro forma       $4,695           $3,561
Basic earnings per share             As reported        $0.31            $0.26
                                       Pro forma        $0.30            $0.25
Diluted earnings per share           As reported        $0.29            $0.25
                                       Pro forma        $0.29            $0.25
Stock-based employee compensation
   cost, net of related tax effects,
   included in net income            As reported           $0               $0
                                       Pro forma          $82              $52

Share and per share data for all  periods  have been  adjusted  to  reflect  the
2-for-1 stock split paid on April 30, 2004.

                                      -10-
Retirement Plans
The Company has a supplemental  retirement plan for directors and a supplemental
executive retirement plan covering key executives. These plans are non-qualified
defined benefit plans and are unsecured and unfunded.  The Company has purchased
insurance on the lives of the participants and intends to use the cash values of
these policies to pay the retirement obligations.

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

                                                    Three Months Ended March 31,
                                                       2004            2003
                                                           (in thousands)
                                                    ----------------------------
Net pension cost included the following components:
Service cost-benefits earned during the period          $35             $31
Interest cost on projected benefit obligation           103             105
Amortization of net obligation at transition              8               9
Amortization of prior service cost                       20              20
Recognized net actuarial loss                            37              38
                                                    ----------------------------
Net periodic pension cost                              $203            $203
                                                    ============================

During the three months ended March 31, 2004, the Company  contributed  and paid
out as benefits  $140,000 to participants  under the plans.  For the year ending
December 31, 2004,  the Company  expects to  contribute  and pay out as benefits
$490,000 to participants under the plans.

Comprehensive Income
For the  Company,  comprehensive  income  includes  net income  reported  on the
statement of income and comprehensive  income,  changes in the fair value of its
available-for-sale  investments,  and changes in the minimum  pension  liability
reported as a component of shareholders' equity.

The changes in the components of accumulated other comprehensive  income for the
three months ended March 31, 2004 and 2003 are reported as follows:

                                         Three Months Ended March 31,
                                             2004             2003
                                         ----------------------------
Unrealized Gain on Securities                   (in thousands)

Beginning Balance                           $2,519           $3,048
Unrealized gain arising during the
  period, net of tax                           612              385
                                         ----------------------------
Ending Balance                              $3,131           $3,433
                                         ----------------------------
Minimum Pension Liability
Beginning Balance                            ($705)           ($745)
Change in minimum pension liability,
  net of tax                                     -               -
                                         ----------------------------
Ending Balance                               ($705)           ($745)
                                         ----------------------------
Total accumulated other comprehensive
  income, net                               $2,426           $2,688
                                         ----------------------------

Reclassifications
Certain amounts previously  reported in the 2003 financial  statements have been
reclassified to conform to the 2004 presentation.  These  reclassifications  did
not affect previously reported net income or total shareholders'  equity.  Share
and per share data for all  periods  have been  adjusted  to reflect the 2-for-1
stock  split  effected as a stock  dividend  which was paid on April 30, 2004 to
shareholders of record on April 9, 2004.

                                      -11-
TRICO BANCSHARES
                                Financial Summary
                (dollars in thousands, except per share amounts)

                                                           (Unaudited)
                                                       Three months ended
                                                            March 31,
                                                --------------------------------
                                                     2004              2003
                                                --------------------------------
Net Interest Income (FTE)                            $17,147           $13,543
Provision for loan losses                               (650)             (150)
Noninterest income                                     5,755             5,396
Noninterest expense                                  (14,346)          (12,651)
Provision for income taxes (FTE)                      (3,129)           (2,525)
                                                --------------------------------
Net income                                            $4,777            $3,613
                                                ================================

Average shares outstanding                            15,617            14,141
Diluted average shares outstanding                    16,213            14,500
Shares outstanding at period end                      15,636            14,161

As Reported:
  Basic earnings per share                             $0.31             $0.26
  Diluted earnings per share                           $0.29             $0.25
  Return on assets                                     1.33%             1.26%
  Return on equity                                    14.80%            14.29%
  Net interest margin                                  5.35%             5.17%
  Net loan charge-offs to average loans                0.05%             0.14%
  Efficiency ratio (FTE)                              62.64%            66.80%

Average Balances:
  Total assets                                    $1,440,953        $1,149,759
  Earning assets                                   1,281,032         1,048,286
  Total loans                                        970,793           679,975
  Total deposits                                   1,231,704         1,003,853
  Shareholders' equity                              $129,133          $101,139

Balances at Period End:
  Total assets                                    $1,450,443        $1,176,503
  Earning assets                                   1,306,722         1,057,880
  Total loans                                        994,065           693,773
  Total deposits                                   1,239,939         1,032,652
  Shareholders' equity                              $129,514          $101,892

Financial Ratios at Period End:
  Allowance for loan losses to loans                   1.44%             2.06%
  Book value per share                                 $8.28             $7.20
  Equity to assets                                     8.93%             8.66%
  Total capital to risk assets                        11.49%            11.63%

Dividends Paid Per Share                               $0.10             $0.10
Dividend Payout Ratio                                 33.26%            39.19%

Share and per share data for all periods have been adjusted to reflect the
2-for-1 stock split paid on April 30, 2004.

                                      -12-
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

As TriCo  Bancshares (the  "Company") has not commenced any business  operations
independent of Tri Counties Bank (the "Bank"), the following discussion pertains
primarily  to the  Bank.  Average  balances,  including  such  balances  used in
calculating  certain financial ratios, are generally  comprised of average daily
balances  for the  Company.  Within  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations,  interest income and net interest
income are generally presented on a fully tax-equivalent (FTE) basis.

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

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

The Company had quarterly  earnings of  $4,777,000,  or $0.29 per diluted share,
for the three  months  ended March 31,  2004.  These  results  represent a 16.0%
increase from the $0.25 earnings per diluted share reported for the three months
ended March 31, 2003 on earnings of $3,613,000.  The improvement in results from
the  year-ago  quarter  was  due  to a  $3,604,000  (26.6%)  increase  in  fully
tax-equivalent  net  interest  income  to  $17,147,000,  and a  $359,000  (6.7%)
increase in noninterest income to $5,755,000.  These contributing  factors where
partially  offset by a $500,000  (333%) increase in provision for loan losses to
$650,000 and a $1,695,000 (13.4%) increase in noninterest expense to $14,346,000
for the quarter ended March 31, 2004.

Included in the  results for the quarter  ended March 31, 2004 was the effect of
the  Company's  acquisition  of North State  National  Bank on April 4, 2003. On
April 4, 2003,  North  State  National  Bank had assets of $140  million,  loans
totaling $77 million,  and deposits  totaling $126 million.  The Company  issued
$13,090,057  in cash,  723,512  shares of TriCo  common  stock,  and  options to
purchase  79,587 TriCo common shares at an average  exercise  price of $6.22 per
share in exchange for all of the 1,234,375 common shares and options to purchase
79,937 common shares of North State  National  Bank  outstanding  as of April 4,
2003.

                                      -13-
Following is a summary of the components of fully taxable equivalent ("FTE") net
income for the periods indicated (dollars in thousands):

                                                       Three months ended
                                                            March 31,
                                                --------------------------------
                                                     2004              2003
                                                --------------------------------
Net Interest Income (FTE)                           $17,147          $13,543
Provision for loan losses                              (650)            (150)
Noninterest income                                    5,755            5,396
Noninterest expense                                 (14,346)         (12,651)
Provision for income taxes (FTE)                     (3,129)          (2,525)
                                                --------------------------------
Net income                                           $4,777           $3,613
                                                ================================

Net Interest Income
Following is a summary of the components of net interest  income for the periods
indicated (dollars in thousands):

                                              Three months ended
                                                   March 31,
                                       --------------------------------
                                            2004              2003
                                       --------------------------------
     Interest income                       $19,912           $16,349
     Interest expense                       (3,014)           (3,115)
     FTE adjustment                            249               309
                                       --------------------------------
        Net interest income (FTE)          $17,147           $13,543
                                       ================================
     Average earning assets             $1,281,032        $1,048,286

     Net interest margin (FTE)               5.35%             5.17%

The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on earning assets and interest  expense in
interest-bearing liabilities. Net interest income (FTE) during the first quarter
of  2004  increased   $3,604,000  (26.6%)  from  the  same  period  in  2003  to
$17,147,000.  The  increase in net  interest  income  (FTE) was due to increased
average balances of earning assets (up $232.7 million or 22.2% to $1.281billion)
and an 18 basis point increase in net interest margin (FTE) to 5.35%.

Interest and Fee Income
Interest and fee income (FTE) for the first quarter of 2004 increased $3,503,000
(21.0%)  from the first  quarter  of 2003.  The  increase  was the net effect of
higher  average   interest-earning   assets  (up  $232.7  million  or  22.2%  to
$1.281billion)  that was  partially  offset by a 6 basis  point  decrease in the
yield on those average earning assets to 6.30%.  The growth in  interest-earning
assets was the  result of a $290.8  million  (42.8%)  increase  in average  loan
balances to $970.8  million that was offset by  decreases in average  balance of
investments  of $34.0 (10.0%) to $305.8  million and average  balance of Federal
funds sold of $24.0 million (84.5%) to $4.4 million.

The average yield on the  Company's  earning  assets  decreased to 6.30% for the
quarter  ended March 31, 2004 from 6.36% for the quarter  ended March 31,  2003.
The average  yield on the  Company's  loans was 6.90% in the quarter ended March
31, 2004 compared to 7.64% in the year-ago quarter. This 74 basis point decrease
in average yield on loans is the result of the trend in general  interest  rates
throughout  much of 2002 and 2003 towards lower rates.  The average yield on the
Company's  investment balances increased 24 basis points to 4.46% in the quarter
ended March 31, 2004 compared to 4.22% in the year-ago quarter.  The increase in
the average yield on investment  balances was primarily due to a decrease in the
volume of mortgage  refinancing  in the quarter ended March 31, 2004 compared to
the year-ago quarter. Increased volume of mortgage refinancing has the effect of
decreasing the yields of the Companies mortgage-backed securities, which account
for approximately  seventy-five percent of the Company's investment balances. As
the volume of mortgage  refinancing  began to decrease in the fall of 2003,  the
yield on the Company's  mortgage-backed  securities increased. The average yield
on Federal  funds sold  decreased 27 basis points to 0.91% in the quarter  ended
March 31, 2004 from the year-ago  quarter due to a 25 basis  points  decrease in
the Federal funds target rate that occurred in June 2003.

                                      -14-
Interest Expense
Interest expense decreased $101,000 (3.2%) in the first quarter of 2004 compared
to the year-ago quarter.  The decrease was due to a decrease in the average rate
paid on interest-bearing  liabilities from 1.52% in the first quarter of 2003 to
1.18% in the first quarter of 2004.

The average balance of  interest-bearing  liabilities  increased  $199.0 million
(24.3%) in the first  quarter of 2004  compared  to the  year-ago  quarter.  The
increase in  interest-bearing  liabilities was concentrated in the lower earning
interest-bearing  demand  deposit  (up $35.5  million  or  19.0%),  and  savings
deposits (up $151.4 million or 47.9%). The average balance of the higher earning
time  deposits  was down $21.8  million  (7.4%) from the  year-ago  quarter.  In
addition,  the average balance of  noninterest-bearing  deposits increased $62.8
million  (30.2%) from the year-ago  quarter.  During the quarter ended March 31,
2004,  average balance of Federal funds purchased and junior  subordinated  debt
were $13.3 million and $20.6 million, respectively,  compared to none of each in
the   year-ago   quarter.   The  average  rate  paid  for  all   categories   of
interest-bearing  liabilities,  except for other borrowings,  decreased from the
average rate paid in the year-ago quarter as a result of general market interest
rate changes.

Net Interest Margin (FTE)
The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:

                                             Three months ended
                                                  March 31,
                                            ---------------------
                                              2004         2003
                                            ---------------------
Yield on earning assets                       6.30%        6.36%
Rate paid on interest-bearing
     Liabilities                              1.18%        1.52%
                                            ---------------------
     Net interest spread                      5.12%        4.84%
Impact of all other net
     noninterest-bearing funds                0.23%        0.33%
                                            ---------------------
        Net interest margin                   5.35%        5.17%
                                            =====================

Net  interest  margin in the first  quarter of 2004  increased  18 basis  points
compared to the first quarter of 2003.  This increase in net interest margin was
mainly  due to lower  rates  paid on  liabilities,  and a change in the ratio of
loans to total interest earning assets. During the quarter ended March 31, 2004,
the ratio of loans to total interest  earnings assets was 76% compared to 66% in
the year-ago  quarter.  The  increase in interest  income due to the increase in
loan  volume  more than  offset the  effect of the 74 basis  point  decrease  in
average loan yield. As a result,  the average yield on total earning assets only
decreased  6 basis  points,  while the  average  rate  paid on  interest-bearing
liabilities decreased 34 basis points.

                                      -15-
Summary of Average Balances, Yields/Rates and Interest Differential
The following table presents,  for the periods indicated,  information regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the amounts of interest income from average earning assets and resulting yields,
and the amount of interest expense paid on interest-bearing liabilities. Average
loan balances include  nonperforming  loans.  Interest income includes  proceeds
from  loans on  nonaccrual  loans  only to the extent  cash  payments  have been
received and applied to interest income.  Yields on securities and certain loans
have been adjusted  upward to reflect the effect of income  thereon  exempt from
federal  income  taxation  at  the  current   statutory  tax  rate  (dollars  in
thousands).
For the three months ended
                                       ----------------------------------------------------------------
                                                March 31, 2004                  March 31, 2003
                                       -----------------------------     ------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------     ------------------------------
Assets:
Loans                                    $970,793  $16,739    6.90%       $679,975 $12,989     7.64%
Investment securities - taxable           270,358    2,721    4.03%        298,737   2,744     3.67%
Investment securities - nontaxable         35,472      691    7.79%         41,136     841     8.17%
Federal funds sold                          4,409       10    0.91%         28,438      84     1.18%
                                       -----------------------------     ------------------------------
Total earning assets                    1,281,032   20,161    6.30%      1,048,286  16,658     6.36%
Other assets                              159,921                          101,473
                                       ----------                       ----------
Total assets                           $1,440,953                       $1,149,759
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $222,508      100    0.18%       $187,017     118     0.25%
Savings deposits                          467,740      907    0.78%        316,366     720     0.91%
Time deposits                             271,138    1,442    2.13%        292,924   1,959     2.68%
Federal funds purchased                    13,292       34    1.02%              -       -
Other borrowings                           22,880      320    5.59%         22,918     318     5.55%
Junior subordinated debt                   20,619      211    4.09%              -       -
                                       -----------------------------     ------------------------------
Total interest-bearing liabilities      1,018,177    3,014    1.18%        819,225   3,115     1.52%
Noninterest-bearing deposits              270,318                          207,546
Other liabilities                          23,325                           21,849
Shareholders' equity                      129,133                          101,139
                                       ----------                       ----------
Total liabilities and
  shareholders' equity                 $1,440,953                       $1,149,759
                                       ==========                       ==========
Net interest spread(1)                                        5.12%                            4.84%
Net interest income and interest margin(2)         $17,147    5.35%                $13,543     5.17%
                                                   ================                =================
(1)  Net interest spread represents the average yield earned on assets minus the
     average rate paid on interest-earning assets minus the average rate paid on
     interest-bearing liabilities

(2)  Net  interest  margin is computed by  calculating  the  difference  between
     interest  income and  expense,  divided by the  average  balance of earning
     assets.

                                      -16-
Summary of  Changes in  Interest  Income and  Expense  due to Changes in Average
Asset & Liability Balances and Yields Earned & Rates Paid

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

                                             Three months ended March 31, 2004
                                                compared with three months
                                                   ended March 31, 2003
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                         $5,555     ($1,805)    $3,750
Investment securities                           (359)        186       (173)
Federal funds sold                               (71)         (3)       (74)
                                             ---------------------------------
   Total earning assets                        5,125      (1,622)     3,503
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                  22         (40)       (18)
Savings deposits                                 344        (157)       187
Time deposits                                   (146)       (371)      (517)
Federal funds purchased                           34           -         34
Other borrowings                                  (1)          3          2
Junior subordinated debt                         211           -        211
                                             ---------------------------------
   Total interest-bearing liabilities            464        (565)      (101)
                                             ---------------------------------
Increase (decrease) in Net Interest Income    $4,661     ($1,057)    $3,604
                                             =================================

Provision for Loan Losses
The  Company  provided  $650,000  for loan  losses in the first  quarter of 2004
versus $150,000 in the first quarter of 2003.  During the first quarter of 2004,
the Company  recorded  $126,000  of net loan charge offs versus  $234,000 of net
loan charge-offs in the year earlier quarter.

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

                                               Three months ended
                                                    March 31,
                                              ---------------------
                                                2004          2003
                                              ---------------------
     Service charges on deposit accounts      $3,197        $2,858
     ATM fees and interchange                    581           520
     Other service fees                          303           122
     Gain on sale of loans                       625         1,133
     Commissions on sale of
       nondeposit investment products            514           448
     Increase in cash value of life insurance    432           139
     Other noninterest income                    103           176
                                              ---------------------
     Total noninterest income                 $5,755        $5,396
                                              =====================

                                      -17-
Noninterest  income for the first quarter of 2004 increased $359,000 (6.7%) from
the  year-ago  quarter.  The  increase in  noninterest  income from the year-ago
quarter was mainly due to increases in service  charges on deposit  products (up
$339 or 11.9% to $3,197,000),  cash value of life insurance (up $293,000 or 211%
to $432,000),  and other  servicing  fees (up $181,000 or 148% to $303,000) that
were  partially  offset by a decrease in gain on sale of loans (down $508,000 or
44.8% to  $625,000).  The increase in service  charges  income was mainly due to
increased  number of  customers.  The higher amount of increase in cash value of
life insurance is due to approximately  $22.5 million of life insurance that was
purchased in the spring of 2003.  The  increase in other  service fees is due to
increased   mortgage   servicing   fees  net  of  mortgage   servicing   premium
amortization.  The  decrease in gain on sale of loans was due to the slowdown in
the residential mortgage refinance market that started during the second half of
2003.

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

                                              Three months ended
                                                   March 31,
                                            ----------------------
                                              2004          2003
                                            ----------------------
     Salaries                                $5,094        $4,250
     Commissions and incentives               1,077         1,111
     Employee benefits                        1,996         1,516
     Equipment                                  943           791
     Occupancy                                  937           747
     Professional fees                          509           574
     Data processing and software               383           291
     Telecommunications                         375           391
     Intangible amortization                    331           228
     ATM network charges                        295           232
     Courier service                            262           248
     Postage                                    232           198
     Advertising and marketing                  191           272
     Assessments                                 72            60
     Operational losses                          40           130
     Other                                    1,609         1,612
                                            ----------------------
     Total                                  $14,346       $12,651
                                            ======================
     Average full time equivalent staff         532           467
     Noninterest expense to revenue (FTE)     62.64%        66.80%

Noninterest expense for the first quarter of 2004 increased  $1,695,000 (13.4%).
The  increase  in  noninterest  expense was mainly due to a  $1,290,000  (18.8%)
increase in salary and benefit expense to $8,167,000. The increase in salary and
benefits expense was mainly due to annual salary increases, increased commission
and incentive  expense,  and new  employees at the  Company's  four newly opened
branches in 2003.  Noninterest  expense  excluding  salaries and  benefits  also
increased (up $405,000 or 7.0% to  $6,179,000).  Approximately  $342,000 of this
increase  was expenses  related to equipment  and  facilities  depreciation  and
maintenance.

Provision for Income Tax
The  effective  tax rate for the three months ended March 31, 2004 was 37.6% and
reflects a decrease  from 38.0% for the three months  ended March 31, 2003.  The
provision for income taxes for all periods  presented is primarily  attributable
to the respective  level of earnings and the incidence of allowable  deductions,
particularly from tax-exempt loans and state and municipal securities.

                                      -18-
Classified Assets
The  Company  closely  monitors  the  markets in which it  conducts  its lending
operations  and  continues  its strategy to control  exposure to loans with high
credit risk.  Asset reviews are performed  using grading  standards and criteria
similar to those employed by bank regulatory  agencies.  Assets receiving lesser
grades  fall  under  the  "classified  assets"  category,   which  includes  all
nonperforming  assets and potential problem loans, and receive an elevated level
of attention to ensure collection.

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

                               At March 31, 2004           At December 31, 2003
                           -------------------------    ------------------------
                             Gross Guaranteed  Net       Gross Guaranteed   Net
                           -----------------------------------------------------
Classified loans           $27,946  $10,476  $17,470    $29,992 $11,209  $18,783
Other classified assets        924        -      924        932       -      932
                           -----------------------------------------------------
Total classified assets    $28,870  $10,476  $18,394    $30,924 $11,209  $19,715
                           =====================================================
Allowance for loan losses/
     Classified loans                          77.7%                       73.3%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its government-sponsored agencies at March 31, 2004, decreased $1.3
million (6.7%) to $18.4 million from $19.7 million at December 31, 2003.

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

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

Interest income on nonaccrual loans, which would have been recognized during the
three  months,  ended  March 31,  2004,  if all such  loans had been  current in
accordance with their original terms, totaled $348,000. Interest income actually
recognized  on these  loans  during the three  months  ended  March 31, 2004 was
$226,000.

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

                                      -19-
Management considers both the adequacy of the collateral and the other resources
of the  borrower  in  determining  the steps to be taken to  collect  nonaccrual
loans.   Alternatives  that  are  considered  are  foreclosure,   collecting  on
guarantees, restructuring the loan or collection lawsuits.

As shown in the following table, total nonperforming assets net of guarantees of
the  U.S.  Government,  including  its  agencies  and  its  government-sponsored
agencies, increased $863,000 (16.2%) to $6,189,000 during the first three months
of 2004. Nonperforming assets net of guarantees represent 0.43% of total assets.
All nonaccrual loans are considered to be impaired when determining the need for
a specific valuation allowance. The Company continues to make a concerted effort
to work problem and potential problem loans to reduce risk of loss.
(dollars in thousands):
                                                  At March 31, 2004           At December 31, 2003
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
Performing nonaccrual loans                   $10,450   $7,816   $2,634    $10,997  $7,936   $3,061
Nonperforming, nonaccrual loans                 3,349    1,061    2,288      2,551   1,252    1,299
                                              ------------------------------------------------------
Total nonaccrual loans                         13,799    8,877    4,922     13,548   9,188    4,360
Loans 90 days past due and still accruing         343        -      343         34       -       34
                                              ------------------------------------------------------
Total nonperforming loans                      14,142    8,877    5,265     13,582   9,188    4,394
Other real estate owned                           924        -      924        932       -      932
                                              ------------------------------------------------------
Total nonperforming assets                    $15,066   $8,877   $6,189    $14,514  $9,188   $5,326
                                              ======================================================
Nonperforming loans to total loans                                0.53%                       0.45%
Allowance for loan losses/nonperforming loans                      272%                        313%
Nonperforming assets to total assets                              0.43%                       0.36%
Allowance for Loan Losses
Credit  risk is inherent in the  business of lending.  As a result,  the Company
maintains  an  Allowance  for Loan  Losses  to  absorb  losses  inherent  in the
Company's  loan  portfolio.  This is  maintained  through  periodic  charges  to
earnings.  These  charges are shown in the  Consolidated  Income  Statements  as
provision for loan losses. All specifically identifiable and quantifiable losses
are  immediately  charged off against the allowance.  However,  for a variety of
reasons,  not all losses are immediately known to the Company and, of those that
are known,  the full extent of the loss may not be quantifiable at that point in
time.  The balance of the Company's  Allowance for Loan Losses is meant to be an
estimate of these unknown but probable  losses  inherent in the  portfolio.  For
purposes of this discussion, "loans" shall include all loans and lease contracts
that are part of the Company's portfolio.

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

                                      -20-
The Company's method for assessing the appropriateness of the allowance includes
specific  allowances  for  identified  problem loans and leases as determined by
SFAS 114,  formula  allowance  factors for pools of credits,  and allowances for
changing   environmental  factors  (e.g.,   interest  rates,  growth,   economic
conditions,  etc.). Allowance factors for loan pools are based on the previous 5
years historical loss experience by product type.  Allowances for specific loans
are based on SFAS 114 analysis of individual  credits.  Allowances  for changing
environmental  factors are  Management's  best  estimate of the probable  impact
these  changes  have  had on the loan  portfolio  as a whole.  This  process  is
explained  in  detail  in the  notes  to the  Company's  Consolidated  Financial
Statements  in its Annual  Report on Form 10-K for the year ended  December  31,
2003.

Based on the current conditions of the loan portfolio,  Management believes that
the  $14,297,000  allowance  for loan  losses at March 31,  2004 is  adequate to
absorb probable  losses  inherent in the Company's loan portfolio.  No assurance
can be given,  however,  that adverse economic conditions or other circumstances
will not result in increased losses in the portfolio.

The following table  summarizes the loan loss  provision,  net credit losses and
allowance for loan losses for the periods indicated (dollars in thousands):

                                                  Three months ended
                                                       March 31,
                                                ------------------------
                                                   2004          2003
                                                ------------------------
     Balance, beginning of period                $13,773       $14,377
     Loan loss provision                             650           150
     Loans charged off                              (188)         (280)
     Recoveries of previously
       charged-off loans                              62            46
                                                ------------------------
     Net charge-offs                                (126)         (234)
                                                ------------------------
     Balance, end of period                      $14,297       $14,293
                                                ========================
     Allowance for loan losses/loans outstanding   1.44%        2.06%

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

As  previously  announced  on March 11,  2004,  the Board of  Directors of TriCo
Bancshares approved a two-for-one stock split of its common stock at its meeting
held on March 11, 2004.  The stock split will be effected in the form of a stock
dividend and will entitle each stockholder of record at the close of business on
April 9, 2004 to receive one  additional  share for every share of TriCo  common
stock held on that date.  Shares resulting from the split will be distributed on
April 30, 2004. As of March 11, 2004,  the Company had  7,817,761  common shares
outstanding.

Also at its  meeting  on  March  11,  2004,  the  Board  of  Directors  of TriCo
Bancshares  approved  an  increase  in  the  maximum  number  of  shares  to  be
repurchased  under the Company's stock  repurchase plan originally  announced on
July 31, 2003 from 250,000 to 500,000 to be  effective on April 9, 2004,  solely
to conform  with the  two-for-one  stock split noted above.  The 250,000  shares
originally  authorized for repurchase under this plan represented  approximately
3.2% of the Company's  approximately  7,852,000 common shares  outstanding as of
July 31,  2003.  This plan has no stated  expiration  date for the  repurchases,
which may occur from time to time as market conditions allow. As of May 4, 2004,
the Company  repurchased  222,600  shares  under this plan as  adjusted  for the
2-for-1  stock  split  paid on April  30,  2004,  which  leaves  277,400  shares
available for repurchase under the plan.

                                      -21-
The Company's primary capital resource is shareholders' equity, which was $129.5
million at March 31, 2004.  This amount  represents  an increase of $1.6 million
from December 31, 2003,  the net result of  comprehensive  income for the period
($5.4  million)  and the  issuance  of common  shares via the  exercise of stock
options ($0.5 million), partially offset by the repurchase of common stock ($2.8
million) and dividends  paid ($1.5  million).  The Company's  ratio of equity to
total assets was 8.93%,  8.66%,  and 8.71% as of March 31, 2004, March 31, 2003,
and December 31, 2003,  respectively.  The  following  summarizes  the ratios of
capital to risk-adjusted assets for the periods indicated:
To Be Well
                                At March 31,         At            Minimum    Capitalized Under
                             ----------------    December 31,    Regulatory   Prompt Corrective
                             2004       2003        2003         Requirement  Action Provisions
                             ------------------------------------------------------------------
Tier I Capital            10.31%     10.38%     10.41%           4.00%            6.00%
   Total Capital             11.49%     11.63%     11.57%           8.00%           10.00%
   Leverage ratio             8.80%      8.23%      8.68%           4.00%            5.00%
Off-Balance Sheet Arrangements
The Bank has certain  ongoing  commitments  under  operating and capital leases.
These commitments do not significantly impact operating results. As of March 31,
2004 commitments to extend credit were the Company's only financial  instruments
with off-balance  sheet risk. The Company has not entered into any contracts for
financial  derivative  instruments such as futures,  swaps,  options,  etc. Loan
commitments  increased  to $362.5  million  from $332.9  million at December 31,
2003. The commitments represent 36.5% of the total loans outstanding at year-end
2003 versus 33.9% at December 31, 2003.

Certain Contractual Obligations
The following chart summarizes certain contractual obligations of the Company as
of December 31, 2003:
Less than        1-3          3-5       More than
(dollars in thousands)                             Total      one year        years        years       5 years
                                                ------------------------------------------------------------------
Federal funds purchased                            $39,500      $39,500            -            -            -
FHLB loan, fixed rate of 5.41%
   payable on April 7, 2008, callable
   in its entirety by FHLB on a quarterly
   basis beginning April 7, 2003                    20,000            -            -      $20,000            -
FHLB loan, fixed rate of 5.35%
   payable on December 9, 2008                       1,500            -            -        1,500            -
FHLB loan, fixed rate of 5.77%
   payable on February 23, 2009                      1,000            -            -            -       $1,000
Capital lease obligation on premises,
   effective rate of 13% payable
   monthly in varying amounts
   through December 1, 2009                            562           90          183          187          102
Junior subordinated debt, adjustable rate
   of three-month LIBOR plus 3.05%,
   callable in whole or in part by the
   Company on a quarterly basis beginning
   October 7, 2008, matures October 7, 2033         20,619            -            -            -       20,619
Operating lease obligations                          6,254        1,172        1,835        1,428        1,819
Deferred compensation(1)                             5,195          269          505          438        3,983
Supplemental retirement plans(1)                     3,567          498          937          774        1,358
Employment agreements                                  253          253            -            -            -
                                                ------------------------------------------------------------------
Total contractual obligations                      $98,450      $41,782       $3,460      $24,327      $28,881
                                                ==================================================================
(1)  These amounts  represent known certain  payments to participants  under the
     Company's deferred compensation and supplemental retirement plans.

                                      -22-
Item 3.  Quantitative and Qualitative Disclosures about Market Risk

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

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

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

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

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

At March 31, 2004 and 2003, the results of the simulations  noted above indicate
that the balance  sheet is slightly  asset  sensitive  (earnings  increase  when
interest rates rise). The magnitude of all the simulation results noted above is
within the Company's policy  guidelines.  The asset liability  management policy
limits  aggregate  market risk,  as measured in this  fashion,  to an acceptable
level within the context of risk-return trade-offs.

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

At March 31, 2004 and 2003, the Company had no derivative financial instruments.

                                      -23-
Liquidity
The  Company's  principal  source of asset  liquidity is federal  funds sold and
marketable  investment securities available for sale. At March 31, 2004, federal
funds sold and  investment  securities  available for sale totaled $313 million,
representing  a decrease of $4 million or 0.1% from  December  31,  2003,  and a
decrease of $51 million or 14% from March 31,  2003.  In  addition,  the Company
generates  additional  liquidity  from its operating  activities.  The Company's
profitability  during the first three months of 2004  generated  cash flows from
operations  of $7.7  million  compared  to $5.6  million  during the first three
months of 2003.  Additional cash flows may be provided by financing  activities,
primarily  the  acceptance  of deposits  and  borrowings  from banks.  Sales and
maturities  of  investment  securities  produced  cash inflows of $19.7  million
during the three months ended March 31, 2004  compared to $36.9  million for the
three months ended March 31, 2003. During the three months ended March 31, 2004,
the Company  invested $15.3 million and $13.0 million in securities and net loan
growth, respectively, compared to $53.0 million, $7.2 million, and $13.9 million
invested  in  securities,   net  loan  growth,  and  life  insurance   policies,
respectively,   during  the  first  three  months  of  2003.  These  changes  in
investment,  loan, and life insurance balances  contributed to net cash used for
investing  activities  of $9.2  million  during the three months ended March 31,
2004, compared to net cash used for investing activities of $38.1 million during
the three  months ended March 31, 2003.  Financing  activities  used net cash of
$23.9 million during the three months ended March 31, 2004, compared to net cash
provided by financing  activities of $26.2 million during the three months ended
March 31, 2003.  Deposit balance  increases and exercise of common stock options
accounted  for  $3.1  million  and  $540,000  of  financing  sources  of  funds,
respectively,  during the three months ended March 31, 2004, compared to deposit
balance  increases and exercise of common stock options that accounted for $27.4
million and $242,000 of  financing  sources of funds,  respectively,  during the
three  months ended March 31,  2003.  Dividends  paid used $1.5 million and $1.4
million of cash during the three months ended March 31, 2004 and March 31, 2003,
respectively. A decrease in Federal funds purchased and the repurchase of common
stock used $23.2  million  and $2.8  million of cash,  respectively,  during the
quarter  ended arch 31,  2004.  Also,  the  Company's  liquidity is dependent on
dividends received from the Bank. Dividends from the Bank are subject to certain
regulatory restrictions.

Item 4.  Controls and Procedures
The Chief Executive  Officer,  Richard Smith,  and the Chief Financial  Officer,
Thomas Reddish, evaluated the effectiveness of the Company's disclosure controls
and  procedures  as of  March  31,  2004  ("Evaluation  Date").  Based  on  that
evaluation,  they  concluded  that  as of  the  Evaluation  Date  the  Company's
disclosure  controls and procedures are effective to allow timely  communication
to them of  information  relating  to the  Company  and the Bank  required to be
disclosed in its filings with the  Securities  and Exchange  Commission  ("SEC")
under  the  Securities  Exchange  Act of  1934,  as  amended  ("Exchange  Act").
Disclosure  controls and  procedures are Company  controls and other  procedures
that are  designed to ensure that  information  required to be  disclosed by the
Company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.

                                      -24-
PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

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

Item 2 - Changes in Securities,  Use of Proceeds and Issuer  Purchases of Equity
Securities

The following table shows information concerning the common stock repurchased by
the Company  during the first quarter of 2004  pursuant to the  Company's  stock
repurchase plan  originally  announced on July 31, 2003, as amended on March 11,
2004, to conform with the Company's  two-for-one  stock split effective on April
9, 2004,  which is discussed in more detail under  "Capital  Resources"  in this
report:
Period          (a) Total number    (b) Average price   (c) Total number of     (d) Maximum number
                of Shares purchased  paid per share     shares purchased as     of shares that may yet
                                                        part of publicly        be purchased under the
                                                        announced plans or      plans or programs
                                                        programs
-----------------------------------------------------------------------------------------------------------
Jan. 1-31, 2004        93,600            $16.40                93,600                 351,400
Feb. 1-29, 2004        74,000            $17.00                74,000                 277,400
Mar. 1-31, 2004             -              -                        -                 277,400
-----------------------------------------------------------------------------------------------------------
Total                 167,600            $16.66               167,600                 277,400
Item 4  - Submission of Matters to a Vote of Security Holders

(a)  The Company's Annual Meeting of Shareholders was held on May 4, 2004.

(b) and (c) The  following  vote  results  are  based on the  number  of  shares
outstanding  prior to the  2-for-1  stock  split  paid on April  30,  2004.  The
following eleven directors were elected at the meeting:

                                 Votes For  Votes Against/Withheld   Abstentions
      William J. Casey           6,211,353          272,395                -
      Donald J. Amaral           6,165,571          318,177                -
      Craig S. Compton           6,226,680          257,068                -
      John S.A. Hasbrook         6,283,846          199,902                -
      Michael W. Koehnen         6,289,696          194,052                -
      Wendell J. Lundberg        6,202,532          281,216                -
      Donald E. Murphy           6,213,445          270,303                -
      Steve G. Nettleton         6,284,518          199,230                -
      Richard P. Smith           6,283,513          200,235                -
      Carroll R. Taresh          5,673,757          809,991                -
      Alex A. Vereschagin, Jr.   6,271,636          212,112                -

     The  shareholders  approved  an  amendment  to the  Company's  articles  of
     incorporation  to  increase  the  authorized  shares of common  stock  from
     20,000,000 to 50,000,000. 5,801,690 shares were voted for approval, 627,114
     shares were voted against and 53,771 shares abstained.

     The  shareholders  approved an amendment to the Company's 2001 stock option
     plan to increase by 450,000 the number of shares which may be granted under
     the plan.  4,178,658  shares were voted for approval,  926,004  shares were
     voted against and 108,449 shares abstained.

                                      -25-
The shareholders ratified the appointment of KPMG LLP as independent public
     accountants  of the Company for 2004.  6,378,503  shares were voted for the
     ratification, 23,539 shares were voted against and 81,706 shares abstained.
     Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

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

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

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

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

    10.2*      Form of Change of Control Agreement dated April 10, 2001, between
               TriCo and each of Richard  O'Sullivan,  Thomas Reddish,  Ray Rios
               and Richard Smith, and dated February 27, 2003, between TriCo and
               Craig Carney filed as Exhibit 10.9 to TriCo's Report on Form 10-Q
               for the quarter ended September 30, 2001

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

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

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

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

    10.7*      TriCo's 2001 Stock Option Plan filed as Exhibit 4 to TriCo's Form
               S-8 Registration Statement dated July 27, 2001 (No. 33-66064)

    10.8*      Employment  Agreement between TriCo and Richard Smith dated April
               10, 2001,  filed as Exhibit 10.8 to TriCo's Form S-4 Registration
               Statement dated January 16, 2003 (No. 333-102546)

    10.9*      Tri Counties  Bank  Executive  Deferred  Compensation  Plan dated
               September  1,  1987,  as  restated  April 1,  1992,  and  amended
               November  12,  2002,  filed as Exhibit  10.9 to TriCo's  Form S-4
               Registration Statement dated January 16, 2003 (No. 333-102546)

                                      -26-
10.10*     Tri Counties  Bank  Supplemental  Retirement  Plan for  Directors
               dated  September 1, 1987, as restated  January 1, 2001,  filed as
               Exhibit 10.10 to TriCo's Form S-4  Registration  Statement  dated
               January 16, 2003 (No. 333-102546)

    10.11*     Tri  Counties  Bank   Supplemental   Executive   Retirement  Plan
               effective  September 1, 1987,  filed as Exhibit  10.11 to TriCo's
               Form S-4  Registration  Statement  dated  January  16,  2003 (No.
               333-102546)

    10.12*     Tri  Counties  Bank  Deferred  Compensation  Plan  for  Directors
               effective  April 1, 1992,  filed as Exhibit 10.12 to TriCo's Form
               S-4   Registration   Statement   dated   January  16,  2003  (No.
               333-102546)

    10.13*     Employment  Agreement between TriCo and Richard  O'Sullivan dated
               April 10,  2001,  filed as  Exhibit  10.13 to  TriCo's  Quarterly
               Report on Form 10-Q for the quarter ended March 31, 2003

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

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

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

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

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

                                      -27-
11.1       Computation of earnings per share

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

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

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

    32.1       Section 1350 Certification of CEO

    32.2       Section 1350 Certification of CFO

* Previously filed and incorporated by reference.

(b) Reports on Form 8-K

     During the quarter  ended March 31,  2004 the Company  filed the  following
     Current Reports on Form 8-K:

              Description                               Date of Report
              ----------------------------------        ---------------------
              TriCo Bancshares Announces 2-for-1        March 11, 2004
              Stock Split

              Quarterly results of operations           April 21, 2004

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

                                     TRICO BANCSHARES
                                       (Registrant)

Date:  May 4, 2004                   /s/ Thomas J. Reddish
                                     -----------------------------------
                                     Thomas J. Reddish
                                     Executive Vice President and
                                     Chief Financial Officer

                                      -28-
EXHIBITS

Exhibit 11.1

TRICO BANCSHARES
Computation of Earnings Per Share on Common and Common  Equivalent Shares and on
Common Shares Assuming Full Dilution

                                                   For the
                                                three months
                                               ended March 31,
(In thousands, except per share data)        2004           2003
                                           ----------------------

Weighted average number of common
    shares outstanding - basic              15,617         14,141

Add exercise of options reduced by
    the number of shares that could
    have been purchased with the
    proceeds of such exercise                  596            359
                                           ----------------------
Weighted average number of common
    shares outstanding - diluted            16,213         14,500
                                           ======================

Net income                                  $4,777         $3,613

Basic earnings per share                     $0.31          $0.26

Diluted earnings per share                   $0.29          $0.25

                                      -29-
Exhibit 31.1

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

I, Richard P. Smith, certify that;

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

Date: May 4, 2004                       /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer

                                      -30-
Exhibit 31.2

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

I, Thomas J. Reddish, certify that;

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

Date: May 4, 2004                       /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and
                                        Chief Financial Officer

                                      -31-
Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended March 31, 2004 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I,  Richard P. Smith,
President and Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

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

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

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

Exhibit 32.2

Section 1350 Certification of CFO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended March 31, 2004 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Thomas J. Reddish,
Vice President and Chief Financial Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

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

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

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

                                      -32-