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 September 30, 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 October 26, 2004:  15,702,317


<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 Disclosure about Market Risk         27

  Item 4 - Controls and Procedures                                           28

PART II - OTHER INFORMATION                                                  29

  Item 1 - Legal Proceedings                                                 29

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

  Item 6 - Exhibits                                                          29

  Signatures                                                                 32

  Exhibits                                                                   33



<PAGE>


                           FORWARD-LOOKING STATEMENTS

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

    -  a slowdown in the national and California economies;
    -  increased economic  uncertainty  created by the 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)
                                                               At September 30,           At December 31,
                                                            2004              2003             2003
                                                      -------------------------------   -----------------
<S>                                                         <C>               <C>              <C>
Assets:
     Cash and due from banks                              $64,318           $66,747          $80,603
     Federal funds sold                                         -             1,900              326
         Cash and cash equivalents                         64,318            68,647           80,929
                                                      -------------------------------   -----------------
     Investment securities available for sale             292,966           350,941          316,436
     Loans
         Commercial                                       151,998           152,477          142,252
         Consumer                                         384,560           297,186          319,029
         Real estate mortgages                            527,808           420,312          458,369
         Real estate construction                          62,057            60,066           61,591
                                                      -------------------------------   -----------------
         Total loans                                    1,126,423           930,041          981,241
     Allowance for loan losses                            (16,216)          (13,460)         (13,773)
                                                      -------------------------------   -----------------
         Loans, net of allowance for loan losses        1,110,207           916,581          967,468
     Premises and equipment, net                           20,118            19,787           19,521
     Cash value of life insurance                          40,196            38,644           38,980
     Other real estate owned                                    -             1,545              932
     Accrued interest receivable                            6,177             6,152            6,027
     Goodwill and other intangible assets                  20,589            21,992           21,604
     Other assets                                          18,926            16,914           16,858
                                                      -------------------------------   -----------------
         Total Assets                                  $1,573,497        $1,441,203       $1,468,755
                                                      ===============================   =================
Liabilities:
     Deposits:
         Noninterest-bearing demand                      $298,319          $267,148         $298,462
         Interest-bearing demand                          224,619           211,219          220,875
         Savings                                          474,345           426,340          441,461
         Time certificates, $100,000 and over             106,305            99,574           94,500
         Other time certificates                          188,553           191,571          181,525
                                                      -------------------------------   -----------------
         Total deposits                                 1,292,141         1,195,852        1,236,823
     Federal funds purchased                               57,300            55,700           39,500
     Accrued interest payable                               2,706             2,556            2,638
     Other liabilities                                     17,265            18,756           18,328
     Other borrowings                                      27,159            22,894           22,887
     Junior subordinated debt                              41,238            20,619           20,619
                                                      -------------------------------   -----------------
         Total Liabilities                              1,437,809         1,316,377        1,340,795
                                                      -------------------------------   -----------------
Shareholders' Equity:
     Authorized - 50,000,000 shares of common stock Issued and outstanding:
         15,698,000 at September 30, 2004                  70,375
         15,692,000 at September 30, 2003                                    69,875
         15,668,000 at December 31, 2003                                                      69,767
     Retained earnings                                     64,158            53,728           56,379
     Accumulated other comprehensive income, net            1,155             1,223            1,814
                                                      -------------------------------   -----------------
         Total Shareholders' Equity                       135,688           124,826          127,960
                                                      -------------------------------   -----------------
Total Liabilities and Shareholders' Equity             $1,573,497        $1,441,203       $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>
<TABLE>
<CAPTION>


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

                                              Three months ended September 30,Nine months ended September 30,
                                                    2004            2003         2004            2003
                                               --------------------------------------------------------
<S>                                                 <C>             <C>            <C>            <C>
Interest Income:
     Interest and fees on loans                  $18,867         $16,228       $53,157          $43,930
     Interest on federal funds sold                    1              25            12              127
     Interest on investment securities
       available for sale
        Taxable                                    2,651           2,389         8,010            8,072
        Tax exempt                                   432             463         1,312            1,486
                                               --------------------------------------------------------
        Total interest income                     21,951          19,105        62,491           53,615
                                               --------------------------------------------------------
Interest Expense:
     Interest on interest-bearing demand deposits    107             137           312              387
     Interest on savings                             805             893         2,569            2,519
     Interest on time certificates of deposit      1,585           1,771         4,452            5,753
     Interest on Federal funds purchased             221              38           405              101
     Interest on other borrowings                    327             325           967              964
     Interest on junior subordinated debt            449             141           890              141
                                               --------------------------------------------------------
       Total interest expense                      3,494           3,305         9,595            9,865
                                               --------------------------------------------------------
Net Interest Income                               18,457          15,800        52,896           43,750
                                               --------------------------------------------------------
Provision for loan losses                          1,300             150         3,250              450
                                               --------------------------------------------------------
Net Interest Income After Provision for
     Loan Losses                                  17,157          15,650        49,646           43,300
                                               --------------------------------------------------------
Noninterest Income:
     Service charges and fees                      4,434           3,118        13,427           10,602
     Gain on sale of investments                       -              97             -              197
     Gain on sale of loans                           258             936         1,316            3,388
     Commissions on sale of non-deposit
       investment products                           578             396         1,707            1,305
     Other                                         1,091             659         2,608            1,664
                                               --------------------------------------------------------
     Total Noninterest Income                      6,361           5,206        19,058           17,156
                                               --------------------------------------------------------
Noninterest Expense:
     Salaries and related benefits                 8,319           7,460        24,926           21,973
     Other                                         6,770           6,589        19,921           19,095
                                               --------------------------------------------------------
     Total Noninterest Expense                    15,089          14,049        44,847           41,068
                                               --------------------------------------------------------
Income Before Income Taxes                         8,429           6,807        23,857           19,388

     Provision for income taxes                    3,226           2,469         9,030            7,183
                                               --------------------------------------------------------
Net Income                                         5,203           4,338        14,827           12,205
                                               --------------------------------------------------------
Comprehensive Income:
     Change in unrealized gain (loss) on
        securities available for sale, net         3,139          (2,210)         (659)          (1,080)
                                               --------------------------------------------------------
Comprehensive Income                              $8,342          $2,128       $14,168          $11,125
                                               ========================================================
Average Shares Outstanding                        15,672          15,700        15,643           15,144
Diluted Average Shares Outstanding                16,247          16,190        16,225           15,578
Per Share Data
     Basic Earnings                                $0.33           $0.28         $0.95            $0.81
     Diluted Earnings                              $0.32           $0.27         $0.91            $0.78
     Dividends Paid                                $0.11           $0.10         $0.32            $0.30

</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


                                      -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                   12,205                     12,205
  Stock issued, including
    stock option tax benefits      18,459                                18,459
  Exercise of stock options,
    including tax benefits          1,016                                 1,016
  Repurchase of common stock          (72)      (157)                      (229)
  Dividends                                   (4,559)                    (4,559)
  Unrealized loss on securities
    available for sale, net                               (1,080)        (1,080)
                                 -----------------------------------------------
Balance September 30, 2003        $69,875    $53,728      $1,223       $124,826
                                 ===============================================

Balance, December 31, 2003        $69,767    $56,379      $1,814       $127,960
  Net income for the period                   14,827                     14,827
  Exercise of stock options,
    including tax benefits          1,354                                 1,354
Repurchase of common stock           (746)    (2,047)                    (2,793)
  Dividends                                   (5,001)                    (5,001)
  Unrealized loss on securities
    available for sale, net                                 (659)          (659)
                                 -----------------------------------------------
Balance September 30, 2004        $70,375    $64,158      $1,155       $135,688
                                 ===============================================


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 nine months
                                                                       ended September 30,
                                                                     2004               2003
                                                                 -------------------------------
<S>                                                                   <C>                <C>
Operating Activities:
   Net income                                                      $14,827             $12,205
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation and amortization of property and equipment       2,431               2,108
       Amortization of intangible assets                             1,016                 877
       Provision for loan losses                                     3,250                 450
       Amortization of investment securities premium, net            1,448               2,920
       Investment security gains net                                     -                (197)
       Originations of loans for resale                            (70,670)           (147,602)
       Proceeds from sale of loans originated for resale            71,352             149,355
       Gain on sale of loans                                        (1,316)             (3,388)
       Amortization of mortgage servicing rights                       562               1,042
       (Reduction of) provision for mortgage servicing
         rights valuation allowance                                   (600)                600
       Gain on sale of other real estate owned                        (566)                (60)
       Gain on sale of fixed assets                                    (20)                 (3)
       Change in assets and liabilities:
         (Increase) decrease in interest receivable                   (150)                 34
         Increase (decrease) in interest payable                        68                (445)
         (Increase) decrease in other assets and liabilities        (3,384)                987
                                                                 -------------------------------
Net Cash Provided by Operating Activities                           18,248              18,883
                                                                 -------------------------------
Investing Activities:
   Net cash obtained in mergers and acquisitions                         -               7,450
   Proceeds from maturities of securities available-for-sale        62,476             170,120
   Proceeds from sale of securities available-for-sale                   -              22,320
   Purchases of securities available-for-sale                      (41,515)           (169,113)
   Net increase in loans                                          (145,989)           (168,329)
   Proceeds from sale of premises and equipment                        541                  15
   Purchases of property and equipment                              (3,210)             (2,191)
   Proceeds from sale of other real estate owned                     1,490                  60
   Purchase of life insurance                                            -             (22,475)
                                                                 -------------------------------
Net Cash Used by Investing Activities                             (126,207)           (162,143)
                                                                 -------------------------------
Financing Activities:
   Net increase in deposits                                         55,318              64,566
   Net increase in Federal funds purchased                          17,800              55,700
   Net increase (decrease) in other borrowings                       4,272                 (30)
   Issuance of junior subordinated debt                             20,619              20,619
   Repurchase of Common Stock                                       (2,793)               (229)
   Dividends paid                                                   (5,001)             (4,559)
   Exercise of stock options/issuance of Common Stock                1,133                 570
                                                                 -------------------------------
Net Cash Provided by Financing Activities                           91,348             136,637
                                                                 -------------------------------
Net Decrease in Cash and Cash Equivalents                          (16,611)             (6,623)
                                                                 -------------------------------
Cash and Cash Equivalents and Beginning of Period                   80,929              75,270
                                                                 -------------------------------
Cash and Cash Equivalents at End of Period                         $64,318             $68,647
                                                                 ===============================
Supplemental Disclosure of Noncash Activities:
   Unrealized loss on securities available for sale                ($1,061)            ($1,930)
   Loans transferred to other real estate owned                          -                $613
Supplemental Disclosure of Cash Flow Activity:
   Cash paid for interest expense                                   $9,527             $10,236
   Cash paid for income taxes                                      $11,030              $4,810
   Income tax benefit from stock option exercises                     $221                $446
The acquisition of North State National Bank
   Involved the following:
   Common stock issued                                                                 $18,459
   Liabilities assumed                                                                $126,722
   Fair value of assets acquired, other than cash
     and cash equivalents                                                            ($118,905)
   Core deposit intangible                                                             ($3,365)
   Goodwill                                                                           ($15,461)
   Net cash and cash equivalents received                                               $7,450

</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 period  presented.  The interim results for the three and nine month
periods ended September 30, 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 12 in-store  branch  offices in the
California  counties of Butte,  Contra Costa, Del Norte,  Fresno,  Glenn,  Kern,
Lake, Lassen, Madera,  Mendocino,  Merced, Nevada, Placer,  Sacramento,  Shasta,
Siskiyou,  Stanislaus,  Sutter, Tehama, Tulare and Yuba. The Company's operating
policy since its inception has emphasized retail banking.  Most of the Company's
customers are retail customers and small to medium sized businesses.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  On an on-going basis,  the Company  evaluates its
estimates,  including  those  related to the adequacy of the  allowance for loan
losses,  investments,  intangible assets,  income taxes and  contingencies.  The
Company  bases its  estimates  on  historical  experience  and on various  other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions.  The 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
nine months ended  September 30, 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 an other than temporary 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 nine months ended  September 30, 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 September 30, 2004 and December 31, 2003.

                                 December 31,                          Sept. 30,
   (Dollars in thousands)            2003     Additions   Reductions     2004
                                 -----------------------------------------------
   Mortgage servicing rights        $3,413      $634         ($562)     $3,485
   Valuation allowance                (600)        -           600           -
                                 -----------------------------------------------
    Mortgage servicing rights, net
        of valuation allowance      $2,813      $634           $38      $3,485
                                 ===============================================


                                      -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 September 30, 2004, the Company had no
mortgage  loans held for sale. At September 30, 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 for land  improvement  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  Standards 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.

The following table summarizes the Company's goodwill intangible as of September
30, 2004 and December 31, 2003.

                                  December 31,                         Sept. 30,
  (Dollar in Thousands)              2003      Additions   Reductions    2004
                                  ----------------------------------------------
   Goodwill                        $15,519          -            -      $15,519
                                  ==============================================

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 Standards 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.

The  following  table  summarizes  the Company's  core deposit  intangible as of
September 30, 2004 and December 31, 2003.

                                  December 31,                         Sept. 30,
  (Dollar in Thousands)              2003      Additions   Reductions    2004
                                  ----------------------------------------------
   Core deposit intangibles        $13,643            -           -     $13,643
   Accumulated amortization         (7,843)     ($1,016)          -      (8,859)
   Core deposit intangibles, net    $5,800      ($1,016)          -      $4,784


                                      -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 September 30, 2004 and December 31, 2003.

                                  December 31,                         Sept. 30,
  (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.

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  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) and Statement of Financial
Accounting  Standards  No.  148,  Accounting  for  Stock-Based   Compensation  -
Transition  and  Disclosure  (SFAS 148) permit  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:

<TABLE>
<CAPTION>


                                           Three Months Ended Sept. 30,     Nine Months Ended Sept. 30,
(in thousands, except per share amounts)      2004             2003           2004             2003
                                              ----             ----           ----             ----
<S>                                            <C>              <C>            <C>              <C>
Net income                   As reported     $5,203           $4,338        $14,827          $12,205
                               Pro forma     $5,101           $4,271        $14,458          $12,030
Basic earnings per share     As reported      $0.33            $0.28          $0.95            $0.81
                               Pro forma      $0.33            $0.27          $0.92            $0.79
Diluted earnings per share   As reported      $0.32            $0.27          $0.91            $0.78
                               Pro forma      $0.31            $0.26          $0.89            $0.77
Stock-based employee compensation
   cost, net of related tax effects,
   included in net income    As reported         $0               $0             $0               $0
                               Pro forma       $102              $67           $369             $175

</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.


                                      -10-
<PAGE>


Retirement Plans

The  Company  has  supplemental  retirement  plans  covering  directors  and 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:
<TABLE>
<CAPTION>

                                                                Three Months         Nine Months
                                                            Ended September 30,  Ended September 30,
(in thousands)                                                2004       2003       2004     2003
                                                              ----       ----       ----     ----
<S>                                                            <C>        <C>        <C>      <C>
Net pension cost included the following components:
Service cost-benefits earned during the period                 $76        $31       $227      $94
Interest cost on projected benefit obligation                  123        105        371      314
Amortization of net obligation at transition                     3          9          8       27
Amortization of prior service cost                              27         20         81       60
Recognized net actuarial loss                                   27         38         82      115
                                                              -----------------------------------
Net periodic pension cost                                     $256       $203       $769     $610
                                                              ===================================

</TABLE>

During the nine months ended  September 30, 2004,  the Company  contributed  and
paid out as benefits  $378,000  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.

Based on the current  circumstances,  and the  establishment  of the plans noted
above,  the Company  currently  estimates net periodic pension cost for the year
ending December 31, 2004 will be approximately  $1,026,000  compared to $812,000
and $738,000  that was recorded for the years ended  December 31, 2003 and 2002,
respectively.

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
nine months ended September 30, 2004 and 2003 are reported as follows:

                                          Nine Months Ended Sept. 30,
                                             2004             2003
                                         -----------------------------

Unrealized Gain on Securities                    (in thousands)

Beginning Balance                           $2,519           $3,048
Unrealized loss arising during the
  period, net of tax                          (659)          (1,080)
                                         -----------------------------
Ending Balance                              $1,860           $1,968
                                         =============================
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                               $1,155           $1,223
                                         =============================

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.


                                      -11-
<PAGE>
<TABLE>
<CAPTION>


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

                                                           (Unaudited)                  (Unaudited)
                                                       Three months ended            Nine months ended
                                                            Sept. 30,                     Sept. 30,
                                                ------------------------------------------------------------
                                                      2004              2003        2004           2003
<S>                                                   <C>               <C>         <C>            <C>

Net Interest Income (FTE)                           $18,712          $16,069     $53,670         $44,612
Provision for loan losses                            (1,300)            (150)     (3,250)           (450)
Noninterest income                                    6,361            5,206      19,058          17,156
Noninterest expense                                 (15,089)         (14,049)    (44,847)        (41,068)
Provision for income taxes (FTE)                     (3,481)          (2,738)     (9,804)         (8,045)

Net income                                           $5,203           $4,338     $14,827         $12,205


Average shares outstanding                           15,672           15,700      15,643          15,144
Diluted average shares outstanding                   16,247           16,190      16,225          15,578
Shares outstanding at period end                     15,698           15,692      15,698          15,692

As Reported:
   Basic earnings per share                           $0.33            $0.28       $0.95           $0.81
   Diluted earnings per share                         $0.32            $0.27       $0.91           $0.78
   Return on assets                                   1.34%            1.25%       1.32%           1.26%
   Return on equity                                  15.57%           14.09%      15.12%          14.07%
   Net interest margin (FTE)                          5.35%            5.24%       5.32%           5.14%
   Net loan charge-offs to average loans              0.22%            0.07%       0.10%           0.39%
   Efficiency ratio (FTE)                            60.18%           66.04%      61.66%          66.49%

Average Balances:
   Total assets                                  $1,552,743       $1,384,672  $1,499,944      $1,291,693
   Earning assets                                 1,399,342        1,226,453   1,344,353       1,156,837
   Total loans                                    1,098,442          876,068   1,033,247         786,341
   Total deposits                                 1,275,599        1,185,059   1,253,381       1,112,111
   Shareholders' equity                            $133,628         $123,168    $130,763        $115,666

Balances at Period End:
   Total assets                                  $1,573,497       $1,441,203
   Earning assets                                 1,419,389        1,282,882
   Total loans                                    1,126,423          930,041
   Total deposits                                 1,292,141        1,195,852
   Shareholders' equity                            $135,688         $124,826

Financial Ratios at Period End:
   Allowance for loan losses to loans                 1.44%            1.45%
   Book value per share                               $8.64            $7.95
   Tangible book value per share                      $7.33            $6.55
   Equity to assets                                   8.62%            8.66%
   Total capital to risk assets                      12.36%           11.73%

Dividends Paid Per Share                              $0.11            $0.10       $0.32           $0.30
Dividend Payout Ratio                                33.17%           37.04%      33.73%          38.22%

</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.


                                      -12-
<PAGE>


Item 2. Management's Discussion and Analysis of Financial Conditions 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'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  $5,203,000,  or $0.32 per diluted share,
for the three months ended September 30, 2004. These results  represent an 18.5%
increase from the $0.27 earnings per diluted share reported for the three months
ended  September 30, 2003 on earnings of $4,338,000.  The improvement in results
from the  year-ago  quarter was due to a  $2,643,000  (16.4%)  increase in fully
tax-equivalent  net interest  income to  $18,712,000,  and a $1,155,000  (22.2%)
increase in noninterest income to $6,361,000.  These  contributing  factors were
offset by a $1,150,000 increase in provision for loan losses to $1,300,000 and a
$1,040,000 (7.4%) increase in noninterest expense to $15,089,000 for the quarter
ended September 30, 2004. The Company reported earnings of $14,827,000, or $0.91
per diluted share,  for the nine months ended September 30, 2004.  These results
represent a 16.7%  increase from the $0.78  earnings per diluted share  reported
for the nine months ended  September  30, 2003 on earnings of  $12,205,000.  The
improvement in results from the year-ago period was due to a $9,058,000  (20.3%)
increase in fully  tax-equivalent  net  interest  income to  $53,670,000,  and a
$1,902,000  (11.1%)  increase  in  noninterest  income  to  $19,058,000.   These
contributing  factors were offset by a $2,800,000 increase in provision for loan
losses to $3,250,000 and a 3,779,000  (9.2%) increase in noninterest  expense to
$44,847,000 for the nine months ended September 30, 2004.


                                      -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        Nine months ended
                                         Sept. 30,                 Sept. 30,
                                ------------------------------------------------
                                   2004           2003       2004         2003
                                ------------------------------------------------
Net Interest Income (FTE)        $18,712        $16,069    $53,670      $44,612
Provision for loan losses         (1,300)          (150)    (3,250)        (450)
Noninterest income                 6,361          5,206     19,058       17,156
Noninterest expense              (15,089)       (14,049)   (44,847)     (41,068)
Provision for income taxes (FTE)  (3,481)        (2,738)    (9,804)      (8,045)
                                ------------------------------------------------
Net income                        $5,203         $4,338    $14,827      $12,205
                                ================================================

Net income for the third quarter of 2004 was $865,000  (19.9%) more than for the
same  quarter of 2003.  An increase in fully  taxable  equivalent  net  interest
income (up  $2,643,000  or 16.4%),  and an  increase in  noninterest  income (up
$1,155,000  or 22.2%) more than offset an  increase  in the  provision  for loan
losses (up $1,150,000) and an increase in noninterest expenses (up $1,040,000 or
7.4%).  The  increase  in net  interest  income  (FTE) was due to an increase in
average balance of interest-earning  assets (up $172,889,000 or 14.1%) and an 11
basis point increase in net interest margin.  The increase in noninterest income
was  mainly due to an  increase  in service  charges  on  deposit  accounts  (up
$191,000 or 6.0%),  the absence of a provision  for  mortgage  servicing  rights
compared to a provision of $600,000 in the year-ago quarter, and a $384,000 gain
on sale of other real estate owned in the most recent quarter; all of which were
partially  offset  by a  decrease  in gain on sale of loans  (down  $678,000  or
72.4%).  The increase in provision for loan losses was mainly due to loan growth
as loan quality  remains high and loan  charge-offs  were low to moderate in the
most recent  quarter.  The increase in noninterest  expense was mainly due to an
increase in salary and benefit expense (up $859,000 or 11.5% to $8,319,000). The
increase in salary and benefits expense was mainly due to the opening of de-novo
branches in Roseville  (November  2003),  Folsom  (December  2003),  and Turlock
(April 2004),  and regular  salary  increases.  Other  noninterest  expense also
increased (up $181,000 or 2.7% to $6,770,000). The increase in other noninterest
expense was to due to the new branches noted above, and general price increases.

Net income for the nine months ended  September 30, 2004 was $2,622,000  (21.5%)
more than for the same period of 2003. An increase in fully  taxable  equivalent
net interest  income (up  $9,058,000 or 20.3%),  and an increase in  noninterest
income (up $1,902,000 or 11.1%), more than offset increases in the provision for
loan losses (up $2,800,000)  and  noninterest  expenses (up $3,779,000 or 9.2%).
The  increase  in net  interest  income  (FTE) was due to an increase in average
balance of  interest-earning  assets (up  $187,516,000 or 16.2%) and an 18 basis
point increase in net interest margin (FTE). The increase in noninterest  income
was  mainly due to an  increase  in service  charges  on  deposit  accounts  (up
$747,000  or 8.1%),  a  $600,000  recovery  of a  mortgage  servicing  valuation
allowance  compared to a provision  of $600,000 in the  year-ago  period,  and a
$566,000  gain on sale of other real  estate  owned  compared  to $60,000 in the
year-ago  period;  all of which were  partially  offset by a decrease in gain on
sale of loans (down  $2,072,000  or 61.2%).  The increase in provision  for loan
losses was  mainly  due to loan  growth as loan  quality  remains  high and loan
charge-offs  were  low to in the nine  months  ended  September  30,  2004.  The
increase  in  noninterest  expense  was mainly due to an  increase in salary and
benefit expense (up $2,953,000 or 13.4% to $24,926,000).  The increase in salary
and  benefits  expense  was mainly due to the  opening  of de-novo  branches  in
Roseville (November 2003), Folsom (December 2003), and Turlock (April 2004), and
regular salary increases.  Other noninterest expense also increased (up $826,000
or 4.3% to $19,921,000). The increase in other noninterest expense was to due to
the new branches noted above, and general price increases.


                                      -14-
<PAGE>


Net Interest Income

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

<TABLE>
<CAPTION>

                                             Three months ended             Nine months ended
                                                September 30,                 September 30,
                                         -------------------------------------------------------
                                              2004         2003            2004         2003
                                         -------------------------------------------------------
<S>                                           <C>          <C>              <C>          <C>
     Interest income                        $21,951      $19,105          $62,491      $53,615
     Interest expense                        (3,494)      (3,305)          (9,595)      (9,865)
     FTE adjustment                             255          269              774          862
                                         -------------------------------------------------------
        Net interest income (FTE)           $18,712      $16,069          $53,670      $44,612
                                         =======================================================
     Average earning assets              $1,399,342   $1,226,453       $1,344,353   $1,156,837

     Net interest margin (FTE)                5.35%        5.24%            5.32%        5.14%

</TABLE>

The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on earning assets and interest  expense on
interest-bearing liabilities. Net interest income (FTE) during the third quarter
of  2004  increased   $2,643,000  (16.4%)  from  the  same  period  in  2003  to
$18,712,000. The increase in net interest income (FTE) was due to an increase in
average balance of earning assets (up  $172,889,000 or 14.1% to  $1,399,342,000)
and an 11 basis point increase in net interest margin (FTE).

Net  interest  income  (FTE)  during  the first  nine  months of 2004  increased
$9,058,000 (20.3%) from the same period in 2003 to $53,670,000.  The increase in
net interest  income (FTE) was due to an increase in average  balance of earning
assets  (up  $187,516,000  or 16.2%  to  $1,344,353,000)  and an 18 basis  point
increase in net interest margin (FTE).

Interest Income

Interest income (FTE) for the third quarter of 2004 increased $2,832,000 (14.6%)
from the  third  quarter  of 2003.  The  increase  was the net  effect of higher
average interest-earning assets (up $172,889,000 or 14.1% to $1,399,342,000) and
a 3 basis point increase in the yield on those average  earning assets to 6.35%.
The growth in  interest-earning  assets was the result of growth in average loan
balances  of  $222,374,000  (25.4%) to  $1,098,442,000  offset by a decrease  in
average  investment and Federal funds balances totaling  $49,485,000  (14.1%) to
$300,900,000.  The average yield on the Company's  earning  assets  increased to
6.35%  from  6.32% in the  year-ago  quarter.  This  increase  in yield on total
earning  assets  was the  result of a 54 basis  point  decrease  in loan  yields
(reflective  of general  interest rate markets  during much of the twelve months
ended September 30, 2004) that was offset by a change in mix of average earnings
assets towards more loans and less investments and Federal funds sold.

Interest  income (FTE) for the nine months ended  September  30, 2004  increased
$8,788,000 (16.1%) from the same period of 2003. The increase was the net effect
of  higher  average   interest-earning  assets  (up  $187,516,000  or  16.2%  to
$1,344,353,000)  that was  partially  offset by a 1 basis point  decrease in the
yield on those average earning assets to 6.27%.  The growth in  interest-earning
assets was the result of growth in average loan balances of $246,906,000 (31.4%)
to $1,033,247,000  offset by a decrease in average  investment and Federal funds
balances totaling $59,390,000 (16.0%) to $311,106,000.  The average yield on the
Company's earning assets decreased to 6.27% from 6.28% for the nine months ended
September  30,  2004.  This  decrease in yield on total  earning  assets was the
result of a 59 basis  point  decrease  in loan  yields  (reflective  of  general
interest rate markets during much of the twelve months ended September 30, 2004)
that was offset by a change in mix of average earnings assets towards more loans
and less investments and Federal funds sold.


                                      -15-
<PAGE>


Interest Expense

Interest expense increased $189,000 (5.7%) to $3,494,000 in the third quarter of
2004  compared to  $3,305,000 in the year-ago  quarter.  The average  balance of
interest-bearing liabilities increased $143,669,000 (14.8%) to $1,115,672,000 in
the third quarter of 2004 compared to $972,003,000 in the year-ago quarter.  The
increase in  interest-bearing  liabilities was concentrated in the lower earning
interest-bearing  demand deposits (up $17,655,000 or 8.2%), savings deposits (up
$69,706,000 or 17.2%), and Federal funds purchased (up $43,484,000 or 315%). The
average balance of the higher earning time deposits decreased $15,444,000 (5.1%)
from   the   year-ago   quarter.   In   addition,   the   average   balance   of
noninterest-bearing  deposits  increased  $18,623,000  (7.1%) from the  year-ago
quarter.  The average  balance of junior  subordinated  debt was $38,664,000 and
$13,560,000  for the quarters ended  September 30, 2004 and 2003,  respectively.
The average rate paid for all deposit categories of interest-bearing liabilities
decreased  from the  average  rate paid in the  year-ago  quarter as a result of
deposit market interest rate decreases.  Increases in the rates paid for Federal
funds  purchased  and junior  subordinated  debt are due to recent  increases in
short-term borrowing rates.  Overall, the average rate paid for interest-bearing
liabilities  decreased 11 basis points to 1.25% in the quarter  ended  September
30, 2004 compared to 1.36% in the quarter ended September 30, 2003.

Interest  expense  decreased  $270,000  (2.7%) to $9,595,000 for the nine months
ended  September 30, 2004 compared to  $9,865,000  in the year-ago  period.  The
average balance of  interest-bearing  liabilities  increased $158,273 (17.3%) to
$1,072,953,000  for the  nine  months  ended  September  30,  2004  compared  to
$914,716,000  in  the  year-ago   period.   The  increase  in   interest-bearing
liabilities  was  concentrated  in the  lower  earning  interest-bearing  demand
deposits (up  $23,787,000 or 11.6%),  and savings  deposits (up  $108,468,000 or
29.6%).  The  average  balance  of the higher  earning  time  deposits  was down
$28,933,000  (9.5%) from the year-ago period.  In addition,  for the nine months
ended  September 30, 2004, the average balance of  noninterest-bearing  deposits
increased  $37,948,000 (16.1%) from the year-ago period, and the average balance
of Federal funds  purchased was  $42,202,000 in the nine months ended  September
30, 2004 compared to $11,142,000 in the year-ago nine month period.  The average
balance of junior  subordinated  debt was  $27,333,000 in the nine-month  period
ended  September  30, 2004  compared to  $4,519,000  in the year-ago  nine-month
period.  The average rate paid for all deposit  categories  of  interest-bearing
liabilities  decreased  from the average  rate paid in the  year-ago  nine-month
period as a result of deposit market interest rate  decreases.  Increases in the
rates paid for Federal funds purchased and junior  subordinated  debt are due to
recent increases in short-term  borrowing rates.  Overall, the average rate paid
for interest-bearing  liabilities decreased 25 basis points to 1.19% in the nine
months  ended  September  30, 2004  compared  to 1.44% in the nine months  ended
September 30, 2003.

Net Interest Margin (FTE)

The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:

                                   Three months ended          Nine months ended
                                        Sept. 30,                  Sept. 30,
                                   ---------------------------------------------
                                    2004         2003         2004         2003
                                   ---------------------------------------------
Yield on earning assets             6.35%        6.32%        6.27%        6.28%
Rate paid on interest-bearing
     Liabilities                    1.25%        1.36%        1.19%        1.44%
                                   ---------------------------------------------
     Net interest spread            5.10%        4.96%        5.08%        4.84%
Impact of all other net
     noninterest-bearing funds      0.25%        0.28%        0.24%        0.30%
                                   ---------------------------------------------
        Net interest margin         5.35%        5.24%        5.32%        5.14%
                                   =============================================


                                      -16-
<PAGE>


Net  interest  margin in the third  quarter of 2004  increased  11 basis  points
compared to the third quarter of 2003.  Net interest  margin for the nine months
ended  September 30, 2004 increased 18 basis points  compared to the nine months
ended  September 30, 2003.  During the second half of 2003 and the first half of
2004,  the Company was able to  decrease  the rates it paid on  interest-bearing
deposits  and manage the mix of assets and  liabilities  to offset the effect of
decreasing loan yields during this time, and maintain a relatively flat and high
net  interest  margin.  During  the third  quarter  of 2004,  short-term  market
interest  rates began to rise which  resulted in slight  increases  in both loan
yields and rates paid on interest bearing  liabilities,  the net effect of which
was a slight (8 basis point)  increase in net interest  margin when  compared to
the second quarter of 2004.

Summary of Average Balances, Yields/Rates and Interest Differential

The following tables present, for the periods indicated,  information  regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the amounts of interest  income (FTE) 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(FTE) includes
proceeds  from loans on  nonaccrual  loans only to the extent cash payments have
been received and applied to interest  income.  Yields on  securities  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
                                       ----------------------------------------------------------------
                                            September 30, 2004                 September 30, 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                                  $1,098,442  $18,867    6.87%       $876,068 $16,228     7.41%
Investment securities - taxable           266,714    2,651    3.98%        301,784   2,389     3.17%
Investment securities - nontaxable         33,821      687    8.13%         37,468     732     7.81%
Federal funds sold                            365        1    1.10%         11,133      25     0.90%
                                       -----------------------------    -------------------------------
Total earning assets                    1,399,342   22,206    6.35%      1,226,453  19,374     6.32%
Other assets                              153,401  --------                158,219 --------
                                       ----------                       ----------
Total assets                           $1,552,743                       $1,384,672
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $231,914      107    0.18%       $214,259     137     0.26%
Savings deposits                          475,045      805    0.68%        405,339     893     0.88%
Time deposits                             286,677    1,585    2.21%        302,121   1,771     2.34%
Federal funds purchased                    57,310      221    1.54%         13,826      38     1.10%
Other borrowings                           26,062      327    5.02%         22,898     325     5.68%
Junior subordinated debt                   38,664      449    4.65%         13,560     141     4.16%
                                       -----------------------------    -------------------------------
Total interest-bearing liabilities      1,115,672    3,494    1.25%        972,003   3,305     1.36%
Noninterest-bearing deposits              281,963  --------                263,340 --------
Other liabilities                          21,480                          26,161
Shareholders' equity                      133,628                         123,168
                                       ----------                       ----------
Total liabilities and shareholders'
  equity                               $1,552,743                       $1,384,672
                                       ==========                       ==========
Net interest spread(1)                                        5.10%                            4.96%
Net interest income and interest margin(2)         $18,712    5.35%                $16,069     5.24%
                                                   =================               ====================

</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.


                                      -17-
<PAGE>
<TABLE>
<CAPTION>

                                                           For the nine months ended
                                       ----------------------------------------------------------------
                                            September 30, 2004                 September 30, 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                                  $1,033,247  $53,157    6.86%       $786,341 $43,930     7.45%
Investment securities - taxable           274,666    8,010    3.89%        316,219   8,072     3.40%
Investment securities - nontaxable         34,716    2,086    8.01%         39,119   2,348     8.00%
Federal funds sold                          1,724       12    0.93%         15,158     127     1.12%
                                       -----------------------------    -------------------------------
Total earning assets                    1,344,353   63,265    6.27%      1,156,837  54,477     6.28%
Other assets                              155,591  --------                134,856 --------
                                       ----------                       ----------
Total assets                           $1,499,944                       $1,291,693
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $228,121      312    0.18%       $204,334     387     0.25%
Savings deposits                          475,193    2,569    0.72%        366,725   2,519     0.92%
Time deposits                             276,155    4,452    2.15%        305,088   5,753     2.51%
Federal funds purchased                    42,202      405    1.28%         11,142     101     1.21%
Other borrowings                           23,949      967    5.38%         22,908     964     5.61%
Junior subordinated debt                   27,333      890    4.34%          4,519     141     4.16%
                                       -----------------------------     ------------------------------
Total interest-bearing liabilities      1,072,953    9,595    1.19%        914,716   9,865     1.44%
Noninterest-bearing deposits              273,912  --------                235,964 --------
Other liabilities                          22,316                           25,347
Shareholders' equity                      130,763                          115,666
                                       ----------                       ----------
Total liabilities and shareholders'
  equity                               $1,499,944                       $1,291,693
                                       ==========                       ==========
Net interest spread(1)                                        5.08%                            4.84%
Net interest income and interest margin(2)         $53,670    5.32%                $44,612     5.14%
                                                   =================               ====================

</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.





                                      -18-
<PAGE>


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

The following tables set forth a summary of the changes in interest income (FTE)
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 Sept. 30, 2004
                                                compared with three months
                                                   ended Sept. 30, 2003
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                         $4,119    ($1,480)     $2,639
Investments - taxable                           (278)       540         262
Investments - nontaxable                         (71)        26         (45)
Federal funds sold                               (24)         -         (24)
                                             ---------------------------------
   Total earning assets                        3,746       (914)      2,832
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                  11        (41)        (30)
Savings deposits                                 153       (241)        (88)
Time deposits                                    (90)       (96)       (186)
Federal funds purchased                          120         63         183
Other borrowings                                  45        (43)          2
Junior subordinated debt                         261         47         308
                                             ---------------------------------
   Total interest-bearing liabilities            500       (311)        189
                                             ---------------------------------
Increase (decrease) in Net Interest Income    $3,246      ($603)     $2,643
                                             =================================


                                             Nine months ended Sept. 30, 2004
                                                 compared with nine months
                                                    ended Sept. 30, 2003
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                        $13,796    ($4,569)     $9,227
Investments - taxable                         (1,060)       998         (62)
Investments - nontaxable                        (264)         2        (262)
Federal funds sold                              (113)        (2)       (115)
                                             ---------------------------------
   Total earning assets                       12,359     (3,571)      8,788
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                  45       (120)        (75)
Savings deposits                                 748       (698)         50
Time deposits                                   (545)      (756)     (1,301)
Federal funds purchased                          282         22         304
Other borrowings                                  44        (41)          3
Junior subordinated debt                         712         37         749
                                             ---------------------------------
   Total interest-bearing liabilities          1,286     (1,556)       (270)
                                             ---------------------------------
Increase (decrease) in Net Interest Income   $11,073    ($2,015)     $9,058
                                             =================================


                                      -19-
<PAGE>


Provision for Loan Losses

The Company  provided  $1,300,000  for loan losses in the third  quarter of 2004
versus $150,000 in the third quarter of 2003.  During the third quarter of 2004,
the Company  recorded  $613,000  of net loan charge offs versus  $145,000 of net
loan charge offs in the year earlier quarter.

The Company  provided  $3,250,000  for loan losses  during the nine months ended
September 30, 2004 versus  $450,000  during the nine months ended  September 30,
2003.  During the nine months ended  September  30, 2004,  the Company  recorded
$807,000 of net loan charge offs versus  $2,295,000 of net loan  charge-offs  in
the year earlier nine-month period.

Noninterest Income

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

<TABLE>
<CAPTION>

                                                 Three months ended             Nine months ended
                                                      Sept. 30,                     Sept. 30,
                                               ----------------------------------------------------
                                                  2004          2003           2004           2003
                                               ----------------------------------------------------
     <S>                                          <C>           <C>             <C>           <C>
     Service charges on deposit accounts         $3,399        $3,208        $10,005         $9,258
     ATM fees and interchange                       693           566          1,939          1,683
     Other service fees                             342           (56)           883            261
     Mortgage servicing valuation
       allowance (provision) recovery                 -          (600)           600           (600)
     Gain on sale of loans                          258           936          1,316          3,388
     Commissions on sale of
       nondeposit investment products               578           396          1,707          1,305
     Gain on sale of investments                      -            97              -            197
     Gain on disposal of fixed assets                 8             -             20              3
     Gain on sale of other real estate owned        384             -            566             60
     Increase in cash value of life insurance       352           446          1,216            961
     Other noninterest income                       347           213            806            640
                                               ----------------------------------------------------
     Total noninterest income                    $6,361        $5,206        $19,058        $17,156
                                               ====================================================

</TABLE>

Noninterest income for the third quarter of 2004 increased $1,155,000 (22.2%) to
$6,361,000 from $5,206,000 in the year-ago quarter.  The increase in noninterest
income from the  year-ago  quarter was  partially  due to an increase in service
charges on deposit  accounts (up $191,000 or 6.0%),  an increase in ATM fees and
interchange  (up $127,000 or 22.4%),  and an increase in  commission  on sale of
nondeposit  investment  products (up $182,000 or 46.0%).  The increases in these
areas were mainly due to  continued  growth in the  Company's  customer  base in
existing markets, and penetration of new markets through new branch openings. In
the quarter ended  September  30, 2004,  the Company had a gain on sale of other
real estate owned of $384,000.  Other service fees (including mortgage servicing
fees net of mortgage servicing asset amortization), mortgage servicing valuation
allowance (provision)  recovery,  and gain on sale of loans were impacted by the
recent  increase in mortgage  rates from their lows in 2003,  and the  resulting
slowdown  in  mortgage  refinance  activity;  on a combined  basis,  these three
categories  contributed  $600,000 and $280,000 of noninterest  income during the
three months ended September 30, 2004 and 2003, respectively.  While the Company
benefits from  increased  gain on sale of loans during periods of high levels of
mortgage refinance activity,  it may also experience increased  amortization and
provisions for mortgage servicing  valuations of mortgage servicing rights. (See
Notes to Unaudited Condensed  Consolidated  Financial  Statements for additional
information  concerning  the  Company's  mortgage  operations  and  valuation of
mortgage servicing rights.)


                                      -20-
<PAGE>


Noninterest  income for the nine  months  ended  September  30,  2004  increased
$1,902,000  (11.1%) to $19,058,000  from $17,156,000 in the same period in 2003.
The  increase in  noninterest  income from the  year-ago  nine-month  period was
partially due to an increase in service charges on deposit accounts (up $747,000
or 8.1%), an increase in ATM fees and interchange (up $256,000 or 15.2%), and an
increase in commission on sale of nondeposit investment products (up $402,000 or
30.8%).  The increases in these areas were mainly due to continued growth in the
Company's  customer base in existing  markets,  and  penetration  of new markets
through new branch  openings.  During the nine months ended  September 30, 2004,
the Company recorded an increase in cash value of life insurance (up $255,000 or
26.5%), and a gain on sale of other real estate owned (up $506,000 to $566,000).
Other service fees (including  mortgage servicing fees net of mortgage servicing
asset   amortization),   mortgage  servicing  valuation  allowance   (provision)
recovery,  and gain on sale of loans were  impacted  by the recent  increase  in
mortgage rates from their lows in 2003,  and the resulting  slowdown in mortgage
refinance  activity;  on a combined basis,  these three  categories  contributed
$2,799,000  and  $3,049,000 of  noninterest  income during the nine months ended
September 30, 2004 and 2003, respectively.

Noninterest Expense

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

<TABLE>
<CAPTION>

                                             Three months ended             Nine months ended
                                                  Sept. 30,                     Sept. 30,
                                            ----------------------------------------------------
                                              2004          2003           2004           2003
                                            ----------------------------------------------------
     <S>                                       <C>           <C>            <C>            <C>
     Salaries                                $5,289        $5,006         $15,572       $14,048
     Commissions and incentives               1,062           929           3,522         3,401
     Employee benefits                        1,968         1,525           5,832         4,524
     Occupancy                                1,001           922           2,947         2,604
     Equipment                                  913           877           2,763         2,456
     Professional fees                          695           582           1,802         1,797
     Telecommunications                         426           384           1,222         1,167
     Data processing and software               413           386           1,196         1,026
     Intangible amortization                    343           325           1,016           877
     ATM network charges                        344           255             964           742
     Courier service                            255           258             786           766
     Advertising and marketing                  268           226             693           868
     Postage                                    201           202             668           630
     Operational losses                         126           240             278           546
     Assessments                                 76            72             221           197
     Other                                    1,709         1,860           5,365         5,419
                                            ----------------------------------------------------
     Total                                  $15,089       $14,049         $44,847       $41,068
                                            ====================================================
     Average full time equivalent staff         533           516             535           499
     Noninterest expense to revenue (FTE)     60.18%        66.04%         61.66%         66.49%

</TABLE>

Noninterest expense for the third quarter of 2004 increased $1,040,000 (7.4%) to
$15,089,000  from  $14,049,000  in the third  quarter of 2003.  The  increase in
noninterest  expense was mainly due to an increase in salary and benefit expense
(up  $859,000  or 11.5% to  $8,319,000).  The  increase  in salary and  benefits
expense was mainly due to the opening of de-novo branches in Roseville (November
2003),  Folsom  (December  2003),  and Turlock (April 2004),  and regular salary
increases.  The other components noninterest expense also increased (up $181,000
or 2.7% to $6,770,000).

Noninterest  expense  for the first  nine  months of 2003  increased  $3,779,000
(9.2%) to  $44,847,000  from  $41,068,000  in the first nine months of 2003. The
increase  in  noninterest  expense  was mainly due to an  increase in salary and
benefit expense (up $2,953,000 or 13.4% to $24,926,000).  The increase in salary
and  benefits  expense  was mainly due to the  opening  of de-novo  branches  in
Roseville (November 2003), Folsom (December 2003), and Turlock (April 2004), and
regular  salary  increases.  The other  components of  noninterest  expense also
increased (up $826,000 or 4.3% to $19,921,000).

Provision for Income Tax

The effective  tax rate for the three months ended  September 30, 2004 was 38.3%
and reflects an increase  from 36.3% for the three months  ended  September  30,
2003.  The effective  tax rate for the nine months ended  September 30, 2004 was
37.9% and reflects a increase from 37.1% for the nine months ended September 30,
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, state and municipal securities,
and bank owned life insurance.


                                      -21-
<PAGE>


Classified Assets

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

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

                               At Sept. 30, 2004           At December 31, 2003
                           -------------------------    ------------------------
                             Gross Guaranteed  Net       Gross Guaranteed   Net
                           -----------------------------------------------------
Classified loans            $24,592  $9,820  $14,772    $29,992 $11,209  $18,783
Other classified assets           -       -        -        932       -      932
                           -----------------------------------------------------
Total classified assets     $24,592  $9,820  $14,772    $30,924 $11,209  $19,715
                           =====================================================
Allowance for loan losses/
     Classified loans                         109.8%                       73.3%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its government-sponsored  agencies at September 30, 2004, decreased
$4,943,000 (25.1%) to $14,772,000 from $19,715,000 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
nine months,  ended  September  30, 2004,  if all such loans had been current in
accordance with their original terms, totaled $956,000. Interest income actually
recognized  on these loans during the nine months ended  September  30, 2004 was
$717,000.

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


                                      -22-
<PAGE>


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

As shown in the following table, total nonperforming assets net of guarantees of
the  U.S.  Government,  including  its  agencies  and  its  government-sponsored
agencies,  decreased  $395,000 (7.4%) to $4,931,000 during the first nine months
of 2004. Nonperforming assets net of guarantees represent 0.31% 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 Sept. 30, 2004           At December 31, 2003
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
<S>                                             <C>       <C>      <C>       <C>      <C>      <C>
Performing nonaccrual loans                   $10,433   $7,569   $2,864    $10,997  $7,936   $3,061
Nonperforming, nonaccrual loans                 2,292      314    1,978      2,551   1,252    1,299
                                              ------------------------------------------------------
Total nonaccrual loans                         12,725    7,883    4,842     13,548   9,188    4,360
Loans 90 days past due and still accruing          89        -       89         34       -       34
                                              ------------------------------------------------------
Total nonperforming loans                      12,814    7,883    4,931     13,582   9,188    4,394
Other real estate owned                             -        -        -        932       -      932
                                              ------------------------------------------------------
Total nonperforming assets                    $12,814   $7,883   $4,931    $14,514  $9,188   $5,326
                                              ======================================================

Nonperforming loans to total loans                                0.44%                       0.45%
Allowance for loan losses/nonperforming loans                      329%                        313%
Nonperforming assets to total assets                              0.31%                       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.

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.


                                      -23-
<PAGE>


Based on the current conditions of the loan portfolio,  management believes that
the  $16,216,000  allowance for loan losses at September 30, 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        Nine months ended
                                        Sept. 30,                Sept. 30,
                                ------------------------------------------------
                                   2004          2003       2004          2003
                                ------------------------------------------------
  Balance, beginning of period   $15,529       $13,455    $13,773       $14,377
  Addition through merger              -             -          -           928
  Loan loss provision              1,300           150      3,250           450
  Loans charged off                 (687)         (551)    (1,053)       (2,894)
  Recoveries of previously
    charged-off loans                 74           406        246           599
                                ------------------------------------------------
  Net charge-offs                   (613)         (145)      (807)       (2,295)
                                ------------------------------------------------
  Balance, end of period         $16,216       $13,460    $16,216       $13,460
                                ================================================
  Allowance for loan losses/loans outstanding               1.44%         1.45%

Junior Subordinated Debt

On July 31, 2003, the Company formed a subsidiary  business trust, TriCo Capital
Trust I, to issue trust preferred securities.  Concurrently with the issuance of
the trust preferred  securities,  the trust issued 619 shares of common stock to
the Company for $1,000 per share or an aggregate of $619,000.  In addition,  the
Company  issued a Junior  Subordinated  Debenture  to the Trust in the amount of
$20,619,000.  The terms of the  Junior  Subordinated  Debenture  are  materially
consistent  with the terms of the  trust  preferred  securities  issued by TriCo
Capital  Trust I. Also on July 31,  2003,  TriCo  Capital  Trust I completed  an
offering of 20,000 shares of cumulative  trust preferred  securities for cash in
an  aggregate  amount  of  $20,000,000.   The  trust  preferred  securities  are
mandatorily  redeemable  upon  maturity on October 7, 2033 with an interest rate
that resets  quarterly at three-month  LIBOR plus 3.05%,  or 4.16% for the first
quarterly  interest  period.  TriCo  Capital Trust I has the right to redeem the
trust  preferred  securities  on or after October 7, 2008.  The trust  preferred
securities  were issued through an  underwriting  syndicate to which the Company
paid underwriting fees of $7.50 per trust preferred  security or an aggregate of
$150,000. The net proceeds of $19,850,000 will be used to finance the opening of
new branches,  improve bank services and  technology,  repurchase  shares of the
Company's  common stock under its  repurchase  plan and  increase the  Company's
capital. The trust preferred securities have not been and will not be registered
under the Securities  Act of 1933, as amended,  or applicable  state  securities
laws  and were  sold  pursuant  to an  exemption  from  registration  under  the
Securities  Act of 1933.  The trust  preferred  securities may not be offered or
sold in the United States absent  registration  or an applicable  exemption from
the  registration  requirements  of the Securities Act of 1933, as amended,  and
applicable state securities laws.

As a result of the adoption of FIN 46R, the Company deconsolidated TriCo Capital
Trust I as of and for year ended  December 31, 2003.  The  $20,619,000 of junior
subordinated debentures issued by TriCo Capital Trust I were reflected as junior
subordinated  debt in the  consolidated  balance sheet at September 30, 2004 and
December 31, 2003. The common stock issued by TriCo Capital Trust I was recorded
in other assets in the  consolidated  balance  sheet at  September  30, 2004 and
December 31, 2003.


                                      -24-
<PAGE>


Prior to December 31, 2003, TriCo Capital Trust I was a consolidated  subsidiary
and was included in liabilities  in the  consolidated  balance sheet,  as "Trust
preferred  securities."  The common  securities and  debentures,  along with the
related income effects were eliminated in the consolidated financial statements.

On June 22, 2004, the Company formed a subsidiary  business trust, TriCo Capital
Trust II, to issue trust preferred securities. Concurrently with the issuance of
the trust preferred  securities,  the trust issued 619 shares of common stock to
the Company for $1,000 per share or an aggregate of $619,000.  In addition,  the
Company  issued a Junior  Subordinated  Debenture  to the Trust in the amount of
$20,619,000.  The terms of the  Junior  Subordinated  Debenture  are  materially
consistent  with the terms of the  trust  preferred  securities  issued by TriCo
Capital  Trust II. Also on June 22, 2004,  TriCo  Capital  Trust II completed an
offering of 20,000 shares of cumulative  trust preferred  securities for cash in
an  aggregate  amount  of  $20,000,000.   The  trust  preferred  securities  are
mandatorily redeemable upon maturity on July 23, 2034 with an interest rate that
resets  quarterly  at  three-month  LIBOR  plus  2.55%,  or 4.10%  for the first
quarterly  interest  period.  TriCo Capital Trust II has the right to redeem the
trust  preferred  securities  on or after  July 23,  2009.  The trust  preferred
securities  were issued through an  underwriting  syndicate to which the Company
paid underwriting fees of $2.50 per trust preferred  security or an aggregate of
$50,000.  The net proceeds of $19,950,000  are being used to finance the opening
of new branches, improve bank services and technology,  repurchase shares of the
Company's  common stock under its  repurchase  plan and  increase the  Company's
capital. The trust preferred securities have not been and will not be registered
under the Securities  Act of 1933, as amended,  or applicable  state  securities
laws  and were  sold  pursuant  to an  exemption  from  registration  under  the
Securities  Act of 1933.  The trust  preferred  securities may not be offered or
sold in the United States absent  registration  or an applicable  exemption from
the  registration  requirements  of the Securities Act of 1933, as amended,  and
applicable state securities laws.

The $20,619,000 of junior subordinated  debentures issued by TriCo Capital Trust
II were reflected as junior subordinated debt in the consolidated  balance sheet
at September  30, 2004.  The common stock issued by TriCo  Capital  Trust II was
recorded in other assets in the  consolidated  balance  sheet at  September  30,
2004.

The debentures  issued by TriCo Capital Trust I and TriCo Capital Trust II, less
the common  securities  of TriCo  Capital  Trust I and TriCo  Capital  Trust II,
continue to qualify as Tier 1 or Tier 2 capital under interim guidance issued by
the Board of Governors of the Federal Reserve System (Federal Reserve Board).

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 was  effected  in the form of a stock
dividend  that  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 were  distributed on
April 30, 2004.

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  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 October 26,
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.

The  Company's  primary  capital  resource is  shareholders'  equity,  which was
$135,688,000  at  September  30,  2004.  This amount  represents  an increase of
$7,728,000  from December 31, 2003, the net result of  comprehensive  income for
the period  ($14,168,000)  and the issuance of common shares via the exercise of
stock options  ($1,354,000),  partially offset by the repurchase of common stock
($2,793,000) and dividends paid  ($5,001,000).  The Company's ratio of equity to
total assets was 8.62%, 8.66%, and 8.71% as of September 30, 2004, September 30,
2003, and December 31, 2003, respectively.


                                      -25-
<PAGE>


The following  summarizes the ratios of capital to risk-adjusted  assets for the
periods indicated:

<TABLE>
<CAPTION>

                                                                                   To Be Well
                             At September 30,         At            Minimum    Capitalized Under
                             ----------------    December 31,    Regulatory   Prompt Corrective
                             2004       2003        2003         Requirement  Action Provisions
                             ------------------------------------------------------------------
   <S>                        <C>        <C>        <C>              <C>              <C>
   Tier I Capital            11.00%     10.55%     10.41%           4.00%            6.00%
   Total Capital             12.36%     11.73%     11.57%           8.00%           10.00%
   Leverage ratio             9.81%      8.85%      8.68%           4.00%            5.00%

</TABLE>

Off-Balance Sheet Arrangements

The Company has certain ongoing  commitments under operating and capital leases.
These commitments do not significantly impact operating results. As of September
30,  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 $420 million at September 30, 2004 from $333
million at December 31, 2003. The commitments represent 37.3% of the total loans
outstanding at September 30, 2004 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.


                                      -26-
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Asset and Liability Management

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

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

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

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

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

The results of the  simulations  noted above indicate that the balance sheet was
relatively  balanced  (earnings do not significantly  change when interest rates
change) and slightly  asset  sensitive  (earnings  increase when interest  rates
rise) at September  30, 2004 and 2003,  respectively.  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  September  30,  2004 and  2003,  the  Company  had no  derivative  financial
instruments.


                                      -27-
<PAGE>


Liquidity

The Company's  principal  source of asset liquidity is cash and amounts due from
banks,  federal funds sold, and marketable  investment  securities available for
sale.  At  September  30, 2004,  federal  funds sold and  investment  securities
available for sale totaled $292,966,000,  representing a decrease of $23,796,000
or 7.5% from  December 31,  2003,  and a decrease of  $59,875,000  or 17.0% from
September 30, 2003. In addition, the Company generates additional liquidity from
its  operating  activities.  The Company's  profitability  during the first nine
months of 2004 generated cash flows from  operations of $18,248,000  compared to
$18,883,000  during the first nine 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  $62,476,000  during the nine months ended  September  30, 2004
compared to $192,440,000  for the nine months ended  September 30, 2003.  During
the nine months ended September 30, 2004, the Company invested $41,515,000,  and
$145,989,000  in  securities,  and net loan  growth,  respectively,  compared to
$169,113,000,  $168,329,000,  and $22,475,000 used to purchase investments,  net
loan growth, and life insurance  policies,  respectively,  during the first nine
months of 2003. These changes in investment,  loan, and life insurance  balances
contributed to net cash used for investing activities of $126,207,000 during the
nine months ended  September  30, 2004,  compared to net cash used for investing
activities  of  $162,143,000  during the nine months ended  September  30, 2003.
Financing  activities  provided net cash of  $91,348,000  during the nine months
ended September 30, 2004, compared to net cash provided by financing  activities
of $136,637,000  during the nine months ended  September 30, 2003.  Increases in
deposit  balances,  Federal funds  borrowed and issuance of junior  subordinated
debt accounted for $55,318,000, $17,800,000 and $20,619,000 of financing sources
of funds,  respectively,  during  the nine  months  ended  September  30,  2004,
compared to deposit  balance,  Federal  funds  borrowed  and  issuance of junior
subordinated  debt accounted for  $64,566,000,  $55,700,000  and  $20,619,000 of
financing sources of funds, respectively, during the nine months ended September
30, 2003.  Dividends paid used $5,001,000 and $4,559,000 of cash during the nine
months ended September 30, 2004 and September 30, 2003, respectively.  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 September  30, 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.




                                      -28-
<PAGE>


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

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

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

The following table shows information concerning the common stock repurchased by
the Company  during the third quarter of 2004  pursuant to the  Company's  stock
repurchase  plan  originally  announced on July 31, 2003,  as amended  effective
April 9, 2004,  to conform with the  Company's  two-for-one  stock split paid on
April 30, 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>
July 1-31, 2004             -              -                        -                 277,400
August 1-31, 2004           -              -                        -                 277,400
September 1-30, 2004        -              -                        -                 277,400
-----------------------------------------------------------------------------------------------------------
Total                       -              -                        -                 277,400

</TABLE>

Item 6 - Exhibits

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

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

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

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

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

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

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

    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).


                                      -29-
<PAGE>


    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
               20,  2004 filed as Exhibit  10.8 to TriCo's  Quarterly  Report on
               Form 10-Q for the quarter ended June 30, 2004.

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

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

    10.11*     2004  TriCo  Bancshares  Deferred   Compensation  Plan  effective
               January  1, 2004  filed as  Exhibit  10.11 to  TriCo's  Quarterly
               Report on Form 10-Q for the quarter ended June 30, 2004.

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

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

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

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

    10.16*     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.

                                      -30-
<PAGE>



    10.17*     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.

    10.18*     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.

    10.19*     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.

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

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

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

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

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

    32.1       Section 1350 Certification of CEO

    32.2       Section 1350 Certification of CFO


       * Previously filed and incorporated by reference.




                                      -31-
<PAGE>


SIGNATURES

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

                                     TRICO BANCSHARES
                                       (Registrant)

Date:  October 26, 2004              /s/ Thomas J. Reddish
                                     -----------------------------------
                                     Thomas J. Reddish
                                     Executive Vice President and
                                     Chief Financial Officer











                                      -32-
<PAGE>


Exhibit 31.1

Certification  Pursuant to Rule  13a-14(a)/15d-14(a)  of the Securities Exchange
Act of 1934, as Amended

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-15(e)  and  15d-15(e))  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: October 26, 2004                  /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer


                                      -33-
<PAGE>


Exhibit 31.2

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

I, Thomas J. Reddish, certify that:

     1.   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  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: October 26, 2004                  /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and
                                        Chief Financial Officer


                                      -34-
<PAGE>


Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended  September 30, 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  September 30, 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.



                                      -35-
[{"type": "10-Q", "sequence": "1", "filename": "tcb10q3q04.txt", "description": "TCBK 09/30/04 FORM 10-Q", "secsgml_size_bytes": 153988}]
{"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": "041120657"}, "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 September 30, 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 October 26, 2004:  15,702,317
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 Disclosure about Market Risk         27

  Item 4 - Controls and Procedures                                           28

PART II - OTHER INFORMATION                                                  29

  Item 1 - Legal Proceedings                                                 29

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

  Item 6 - Exhibits                                                          29

  Signatures                                                                 32

  Exhibits                                                                   33
FORWARD-LOOKING STATEMENTS

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

    -  a slowdown in the national and California economies;
    -  increased economic  uncertainty  created by the 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)
                                                               At September 30,           At December 31,
                                                            2004              2003             2003
                                                      -------------------------------   -----------------
Assets:
     Cash and due from banks                              $64,318           $66,747          $80,603
     Federal funds sold                                         -             1,900              326
         Cash and cash equivalents                         64,318            68,647           80,929
                                                      -------------------------------   -----------------
     Investment securities available for sale             292,966           350,941          316,436
     Loans
         Commercial                                       151,998           152,477          142,252
         Consumer                                         384,560           297,186          319,029
         Real estate mortgages                            527,808           420,312          458,369
         Real estate construction                          62,057            60,066           61,591
                                                      -------------------------------   -----------------
         Total loans                                    1,126,423           930,041          981,241
     Allowance for loan losses                            (16,216)          (13,460)         (13,773)
                                                      -------------------------------   -----------------
         Loans, net of allowance for loan losses        1,110,207           916,581          967,468
     Premises and equipment, net                           20,118            19,787           19,521
     Cash value of life insurance                          40,196            38,644           38,980
     Other real estate owned                                    -             1,545              932
     Accrued interest receivable                            6,177             6,152            6,027
     Goodwill and other intangible assets                  20,589            21,992           21,604
     Other assets                                          18,926            16,914           16,858
                                                      -------------------------------   -----------------
         Total Assets                                  $1,573,497        $1,441,203       $1,468,755
                                                      ===============================   =================
Liabilities:
     Deposits:
         Noninterest-bearing demand                      $298,319          $267,148         $298,462
         Interest-bearing demand                          224,619           211,219          220,875
         Savings                                          474,345           426,340          441,461
         Time certificates, $100,000 and over             106,305            99,574           94,500
         Other time certificates                          188,553           191,571          181,525
                                                      -------------------------------   -----------------
         Total deposits                                 1,292,141         1,195,852        1,236,823
     Federal funds purchased                               57,300            55,700           39,500
     Accrued interest payable                               2,706             2,556            2,638
     Other liabilities                                     17,265            18,756           18,328
     Other borrowings                                      27,159            22,894           22,887
     Junior subordinated debt                              41,238            20,619           20,619
                                                      -------------------------------   -----------------
         Total Liabilities                              1,437,809         1,316,377        1,340,795
                                                      -------------------------------   -----------------
Shareholders' Equity:
     Authorized - 50,000,000 shares of common stock Issued and outstanding:
         15,698,000 at September 30, 2004                  70,375
         15,692,000 at September 30, 2003                                    69,875
         15,668,000 at December 31, 2003                                                      69,767
     Retained earnings                                     64,158            53,728           56,379
     Accumulated other comprehensive income, net            1,155             1,223            1,814
                                                      -------------------------------   -----------------
         Total Shareholders' Equity                       135,688           124,826          127,960
                                                      -------------------------------   -----------------
Total Liabilities and Shareholders' Equity             $1,573,497        $1,441,203       $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 September 30,Nine months ended September 30,
                                                    2004            2003         2004            2003
                                               --------------------------------------------------------
Interest Income:
     Interest and fees on loans                  $18,867         $16,228       $53,157          $43,930
     Interest on federal funds sold                    1              25            12              127
     Interest on investment securities
       available for sale
        Taxable                                    2,651           2,389         8,010            8,072
        Tax exempt                                   432             463         1,312            1,486
                                               --------------------------------------------------------
        Total interest income                     21,951          19,105        62,491           53,615
                                               --------------------------------------------------------
Interest Expense:
     Interest on interest-bearing demand deposits    107             137           312              387
     Interest on savings                             805             893         2,569            2,519
     Interest on time certificates of deposit      1,585           1,771         4,452            5,753
     Interest on Federal funds purchased             221              38           405              101
     Interest on other borrowings                    327             325           967              964
     Interest on junior subordinated debt            449             141           890              141
                                               --------------------------------------------------------
       Total interest expense                      3,494           3,305         9,595            9,865
                                               --------------------------------------------------------
Net Interest Income                               18,457          15,800        52,896           43,750
                                               --------------------------------------------------------
Provision for loan losses                          1,300             150         3,250              450
                                               --------------------------------------------------------
Net Interest Income After Provision for
     Loan Losses                                  17,157          15,650        49,646           43,300
                                               --------------------------------------------------------
Noninterest Income:
     Service charges and fees                      4,434           3,118        13,427           10,602
     Gain on sale of investments                       -              97             -              197
     Gain on sale of loans                           258             936         1,316            3,388
     Commissions on sale of non-deposit
       investment products                           578             396         1,707            1,305
     Other                                         1,091             659         2,608            1,664
                                               --------------------------------------------------------
     Total Noninterest Income                      6,361           5,206        19,058           17,156
                                               --------------------------------------------------------
Noninterest Expense:
     Salaries and related benefits                 8,319           7,460        24,926           21,973
     Other                                         6,770           6,589        19,921           19,095
                                               --------------------------------------------------------
     Total Noninterest Expense                    15,089          14,049        44,847           41,068
                                               --------------------------------------------------------
Income Before Income Taxes                         8,429           6,807        23,857           19,388

     Provision for income taxes                    3,226           2,469         9,030            7,183
                                               --------------------------------------------------------
Net Income                                         5,203           4,338        14,827           12,205
                                               --------------------------------------------------------
Comprehensive Income:
     Change in unrealized gain (loss) on
        securities available for sale, net         3,139          (2,210)         (659)          (1,080)
                                               --------------------------------------------------------
Comprehensive Income                              $8,342          $2,128       $14,168          $11,125
                                               ========================================================
Average Shares Outstanding                        15,672          15,700        15,643           15,144
Diluted Average Shares Outstanding                16,247          16,190        16,225           15,578
Per Share Data
     Basic Earnings                                $0.33           $0.28         $0.95            $0.81
     Diluted Earnings                              $0.32           $0.27         $0.91            $0.78
     Dividends Paid                                $0.11           $0.10         $0.32            $0.30
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                   12,205                     12,205
  Stock issued, including
    stock option tax benefits      18,459                                18,459
  Exercise of stock options,
    including tax benefits          1,016                                 1,016
  Repurchase of common stock          (72)      (157)                      (229)
  Dividends                                   (4,559)                    (4,559)
  Unrealized loss on securities
    available for sale, net                               (1,080)        (1,080)
                                 -----------------------------------------------
Balance September 30, 2003        $69,875    $53,728      $1,223       $124,826
                                 ===============================================

Balance, December 31, 2003        $69,767    $56,379      $1,814       $127,960
  Net income for the period                   14,827                     14,827
  Exercise of stock options,
    including tax benefits          1,354                                 1,354
Repurchase of common stock           (746)    (2,047)                    (2,793)
  Dividends                                   (5,001)                    (5,001)
  Unrealized loss on securities
    available for sale, net                                 (659)          (659)
                                 -----------------------------------------------
Balance September 30, 2004        $70,375    $64,158      $1,155       $135,688
                                 ===============================================

See accompanying notes to unaudited condensed consolidated financial statements

                                      -4-
TRICO BANCSHARES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands, unaudited)
                                                                       For the nine months
                                                                       ended September 30,
                                                                     2004               2003
                                                                 -------------------------------
Operating Activities:
   Net income                                                      $14,827             $12,205
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation and amortization of property and equipment       2,431               2,108
       Amortization of intangible assets                             1,016                 877
       Provision for loan losses                                     3,250                 450
       Amortization of investment securities premium, net            1,448               2,920
       Investment security gains net                                     -                (197)
       Originations of loans for resale                            (70,670)           (147,602)
       Proceeds from sale of loans originated for resale            71,352             149,355
       Gain on sale of loans                                        (1,316)             (3,388)
       Amortization of mortgage servicing rights                       562               1,042
       (Reduction of) provision for mortgage servicing
         rights valuation allowance                                   (600)                600
       Gain on sale of other real estate owned                        (566)                (60)
       Gain on sale of fixed assets                                    (20)                 (3)
       Change in assets and liabilities:
         (Increase) decrease in interest receivable                   (150)                 34
         Increase (decrease) in interest payable                        68                (445)
         (Increase) decrease in other assets and liabilities        (3,384)                987
                                                                 -------------------------------
Net Cash Provided by Operating Activities                           18,248              18,883
                                                                 -------------------------------
Investing Activities:
   Net cash obtained in mergers and acquisitions                         -               7,450
   Proceeds from maturities of securities available-for-sale        62,476             170,120
   Proceeds from sale of securities available-for-sale                   -              22,320
   Purchases of securities available-for-sale                      (41,515)           (169,113)
   Net increase in loans                                          (145,989)           (168,329)
   Proceeds from sale of premises and equipment                        541                  15
   Purchases of property and equipment                              (3,210)             (2,191)
   Proceeds from sale of other real estate owned                     1,490                  60
   Purchase of life insurance                                            -             (22,475)
                                                                 -------------------------------
Net Cash Used by Investing Activities                             (126,207)           (162,143)
                                                                 -------------------------------
Financing Activities:
   Net increase in deposits                                         55,318              64,566
   Net increase in Federal funds purchased                          17,800              55,700
   Net increase (decrease) in other borrowings                       4,272                 (30)
   Issuance of junior subordinated debt                             20,619              20,619
   Repurchase of Common Stock                                       (2,793)               (229)
   Dividends paid                                                   (5,001)             (4,559)
   Exercise of stock options/issuance of Common Stock                1,133                 570
                                                                 -------------------------------
Net Cash Provided by Financing Activities                           91,348             136,637
                                                                 -------------------------------
Net Decrease in Cash and Cash Equivalents                          (16,611)             (6,623)
                                                                 -------------------------------
Cash and Cash Equivalents and Beginning of Period                   80,929              75,270
                                                                 -------------------------------
Cash and Cash Equivalents at End of Period                         $64,318             $68,647
                                                                 ===============================
Supplemental Disclosure of Noncash Activities:
   Unrealized loss on securities available for sale                ($1,061)            ($1,930)
   Loans transferred to other real estate owned                          -                $613
Supplemental Disclosure of Cash Flow Activity:
   Cash paid for interest expense                                   $9,527             $10,236
   Cash paid for income taxes                                      $11,030              $4,810
   Income tax benefit from stock option exercises                     $221                $446
The acquisition of North State National Bank
   Involved the following:
   Common stock issued                                                                 $18,459
   Liabilities assumed                                                                $126,722
   Fair value of assets acquired, other than cash
     and cash equivalents                                                            ($118,905)
   Core deposit intangible                                                             ($3,365)
   Goodwill                                                                           ($15,461)
   Net cash and cash equivalents received                                               $7,450
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 period  presented.  The interim results for the three and nine month
periods ended September 30, 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 12 in-store  branch  offices in the
California  counties of Butte,  Contra Costa, Del Norte,  Fresno,  Glenn,  Kern,
Lake, Lassen, Madera,  Mendocino,  Merced, Nevada, Placer,  Sacramento,  Shasta,
Siskiyou,  Stanislaus,  Sutter, Tehama, Tulare and Yuba. The Company's operating
policy since its inception has emphasized retail banking.  Most of the Company's
customers are retail customers and small to medium sized businesses.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  On an on-going basis,  the Company  evaluates its
estimates,  including  those  related to the adequacy of the  allowance for loan
losses,  investments,  intangible assets,  income taxes and  contingencies.  The
Company  bases its  estimates  on  historical  experience  and on various  other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions.  The 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
nine months ended  September 30, 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 an other than temporary 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 nine months ended  September 30, 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 September 30, 2004 and December 31, 2003.

                                 December 31,                          Sept. 30,
   (Dollars in thousands)            2003     Additions   Reductions     2004
                                 -----------------------------------------------
   Mortgage servicing rights        $3,413      $634         ($562)     $3,485
   Valuation allowance                (600)        -           600           -
                                 -----------------------------------------------
    Mortgage servicing rights, net
        of valuation allowance      $2,813      $634           $38      $3,485
                                 ===============================================

                                      -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 September 30, 2004, the Company had no
mortgage  loans held for sale. At September 30, 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 for land  improvement  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  Standards 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.

The following table summarizes the Company's goodwill intangible as of September
30, 2004 and December 31, 2003.

                                  December 31,                         Sept. 30,
  (Dollar in Thousands)              2003      Additions   Reductions    2004
                                  ----------------------------------------------
   Goodwill                        $15,519          -            -      $15,519
                                  ==============================================

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 Standards 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.

The  following  table  summarizes  the Company's  core deposit  intangible as of
September 30, 2004 and December 31, 2003.

                                  December 31,                         Sept. 30,
  (Dollar in Thousands)              2003      Additions   Reductions    2004
                                  ----------------------------------------------
   Core deposit intangibles        $13,643            -           -     $13,643
   Accumulated amortization         (7,843)     ($1,016)          -      (8,859)
   Core deposit intangibles, net    $5,800      ($1,016)          -      $4,784

                                      -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 September 30, 2004 and December 31, 2003.

                                  December 31,                         Sept. 30,
  (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.

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  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) and Statement of Financial
Accounting  Standards  No.  148,  Accounting  for  Stock-Based   Compensation  -
Transition  and  Disclosure  (SFAS 148) permit  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 Sept. 30,     Nine Months Ended Sept. 30,
(in thousands, except per share amounts)      2004             2003           2004             2003
                                              ----             ----           ----             ----
Net income                   As reported     $5,203           $4,338        $14,827          $12,205
                               Pro forma     $5,101           $4,271        $14,458          $12,030
Basic earnings per share     As reported      $0.33            $0.28          $0.95            $0.81
                               Pro forma      $0.33            $0.27          $0.92            $0.79
Diluted earnings per share   As reported      $0.32            $0.27          $0.91            $0.78
                               Pro forma      $0.31            $0.26          $0.89            $0.77
Stock-based employee compensation
   cost, net of related tax effects,
   included in net income    As reported         $0               $0             $0               $0
                               Pro forma       $102              $67           $369             $175
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  supplemental  retirement  plans  covering  directors  and 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         Nine Months
                                                            Ended September 30,  Ended September 30,
(in thousands)                                                2004       2003       2004     2003
                                                              ----       ----       ----     ----
Net pension cost included the following components:
Service cost-benefits earned during the period                 $76        $31       $227      $94
Interest cost on projected benefit obligation                  123        105        371      314
Amortization of net obligation at transition                     3          9          8       27
Amortization of prior service cost                              27         20         81       60
Recognized net actuarial loss                                   27         38         82      115
                                                              -----------------------------------
Net periodic pension cost                                     $256       $203       $769     $610
                                                              ===================================
During the nine months ended  September 30, 2004,  the Company  contributed  and
paid out as benefits  $378,000  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.

Based on the current  circumstances,  and the  establishment  of the plans noted
above,  the Company  currently  estimates net periodic pension cost for the year
ending December 31, 2004 will be approximately  $1,026,000  compared to $812,000
and $738,000  that was recorded for the years ended  December 31, 2003 and 2002,
respectively.

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
nine months ended September 30, 2004 and 2003 are reported as follows:

                                          Nine Months Ended Sept. 30,
                                             2004             2003
                                         -----------------------------

Unrealized Gain on Securities                    (in thousands)

Beginning Balance                           $2,519           $3,048
Unrealized loss arising during the
  period, net of tax                          (659)          (1,080)
                                         -----------------------------
Ending Balance                              $1,860           $1,968
                                         =============================
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                               $1,155           $1,223
                                         =============================

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.

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

                                                           (Unaudited)                  (Unaudited)
                                                       Three months ended            Nine months ended
                                                            Sept. 30,                     Sept. 30,
                                                ------------------------------------------------------------
                                                      2004              2003        2004           2003
Net Interest Income (FTE)                           $18,712          $16,069     $53,670         $44,612
Provision for loan losses                            (1,300)            (150)     (3,250)           (450)
Noninterest income                                    6,361            5,206      19,058          17,156
Noninterest expense                                 (15,089)         (14,049)    (44,847)        (41,068)
Provision for income taxes (FTE)                     (3,481)          (2,738)     (9,804)         (8,045)

Net income                                           $5,203           $4,338     $14,827         $12,205

Average shares outstanding                           15,672           15,700      15,643          15,144
Diluted average shares outstanding                   16,247           16,190      16,225          15,578
Shares outstanding at period end                     15,698           15,692      15,698          15,692

As Reported:
   Basic earnings per share                           $0.33            $0.28       $0.95           $0.81
   Diluted earnings per share                         $0.32            $0.27       $0.91           $0.78
   Return on assets                                   1.34%            1.25%       1.32%           1.26%
   Return on equity                                  15.57%           14.09%      15.12%          14.07%
   Net interest margin (FTE)                          5.35%            5.24%       5.32%           5.14%
   Net loan charge-offs to average loans              0.22%            0.07%       0.10%           0.39%
   Efficiency ratio (FTE)                            60.18%           66.04%      61.66%          66.49%

Average Balances:
   Total assets                                  $1,552,743       $1,384,672  $1,499,944      $1,291,693
   Earning assets                                 1,399,342        1,226,453   1,344,353       1,156,837
   Total loans                                    1,098,442          876,068   1,033,247         786,341
   Total deposits                                 1,275,599        1,185,059   1,253,381       1,112,111
   Shareholders' equity                            $133,628         $123,168    $130,763        $115,666

Balances at Period End:
   Total assets                                  $1,573,497       $1,441,203
   Earning assets                                 1,419,389        1,282,882
   Total loans                                    1,126,423          930,041
   Total deposits                                 1,292,141        1,195,852
   Shareholders' equity                            $135,688         $124,826

Financial Ratios at Period End:
   Allowance for loan losses to loans                 1.44%            1.45%
   Book value per share                               $8.64            $7.95
   Tangible book value per share                      $7.33            $6.55
   Equity to assets                                   8.62%            8.66%
   Total capital to risk assets                      12.36%           11.73%

Dividends Paid Per Share                              $0.11            $0.10       $0.32           $0.30
Dividend Payout Ratio                                33.17%           37.04%      33.73%          38.22%
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 Conditions 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'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  $5,203,000,  or $0.32 per diluted share,
for the three months ended September 30, 2004. These results  represent an 18.5%
increase from the $0.27 earnings per diluted share reported for the three months
ended  September 30, 2003 on earnings of $4,338,000.  The improvement in results
from the  year-ago  quarter was due to a  $2,643,000  (16.4%)  increase in fully
tax-equivalent  net interest  income to  $18,712,000,  and a $1,155,000  (22.2%)
increase in noninterest income to $6,361,000.  These  contributing  factors were
offset by a $1,150,000 increase in provision for loan losses to $1,300,000 and a
$1,040,000 (7.4%) increase in noninterest expense to $15,089,000 for the quarter
ended September 30, 2004. The Company reported earnings of $14,827,000, or $0.91
per diluted share,  for the nine months ended September 30, 2004.  These results
represent a 16.7%  increase from the $0.78  earnings per diluted share  reported
for the nine months ended  September  30, 2003 on earnings of  $12,205,000.  The
improvement in results from the year-ago period was due to a $9,058,000  (20.3%)
increase in fully  tax-equivalent  net  interest  income to  $53,670,000,  and a
$1,902,000  (11.1%)  increase  in  noninterest  income  to  $19,058,000.   These
contributing  factors were offset by a $2,800,000 increase in provision for loan
losses to $3,250,000 and a 3,779,000  (9.2%) increase in noninterest  expense to
$44,847,000 for the nine months ended September 30, 2004.

                                      -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        Nine months ended
                                         Sept. 30,                 Sept. 30,
                                ------------------------------------------------
                                   2004           2003       2004         2003
                                ------------------------------------------------
Net Interest Income (FTE)        $18,712        $16,069    $53,670      $44,612
Provision for loan losses         (1,300)          (150)    (3,250)        (450)
Noninterest income                 6,361          5,206     19,058       17,156
Noninterest expense              (15,089)       (14,049)   (44,847)     (41,068)
Provision for income taxes (FTE)  (3,481)        (2,738)    (9,804)      (8,045)
                                ------------------------------------------------
Net income                        $5,203         $4,338    $14,827      $12,205
                                ================================================

Net income for the third quarter of 2004 was $865,000  (19.9%) more than for the
same  quarter of 2003.  An increase in fully  taxable  equivalent  net  interest
income (up  $2,643,000  or 16.4%),  and an  increase in  noninterest  income (up
$1,155,000  or 22.2%) more than offset an  increase  in the  provision  for loan
losses (up $1,150,000) and an increase in noninterest expenses (up $1,040,000 or
7.4%).  The  increase  in net  interest  income  (FTE) was due to an increase in
average balance of interest-earning  assets (up $172,889,000 or 14.1%) and an 11
basis point increase in net interest margin.  The increase in noninterest income
was  mainly due to an  increase  in service  charges  on  deposit  accounts  (up
$191,000 or 6.0%),  the absence of a provision  for  mortgage  servicing  rights
compared to a provision of $600,000 in the year-ago quarter, and a $384,000 gain
on sale of other real estate owned in the most recent quarter; all of which were
partially  offset  by a  decrease  in gain on sale of loans  (down  $678,000  or
72.4%).  The increase in provision for loan losses was mainly due to loan growth
as loan quality  remains high and loan  charge-offs  were low to moderate in the
most recent  quarter.  The increase in noninterest  expense was mainly due to an
increase in salary and benefit expense (up $859,000 or 11.5% to $8,319,000). The
increase in salary and benefits expense was mainly due to the opening of de-novo
branches in Roseville  (November  2003),  Folsom  (December  2003),  and Turlock
(April 2004),  and regular  salary  increases.  Other  noninterest  expense also
increased (up $181,000 or 2.7% to $6,770,000). The increase in other noninterest
expense was to due to the new branches noted above, and general price increases.

Net income for the nine months ended  September 30, 2004 was $2,622,000  (21.5%)
more than for the same period of 2003. An increase in fully  taxable  equivalent
net interest  income (up  $9,058,000 or 20.3%),  and an increase in  noninterest
income (up $1,902,000 or 11.1%), more than offset increases in the provision for
loan losses (up $2,800,000)  and  noninterest  expenses (up $3,779,000 or 9.2%).
The  increase  in net  interest  income  (FTE) was due to an increase in average
balance of  interest-earning  assets (up  $187,516,000 or 16.2%) and an 18 basis
point increase in net interest margin (FTE). The increase in noninterest  income
was  mainly due to an  increase  in service  charges  on  deposit  accounts  (up
$747,000  or 8.1%),  a  $600,000  recovery  of a  mortgage  servicing  valuation
allowance  compared to a provision  of $600,000 in the  year-ago  period,  and a
$566,000  gain on sale of other real  estate  owned  compared  to $60,000 in the
year-ago  period;  all of which were  partially  offset by a decrease in gain on
sale of loans (down  $2,072,000  or 61.2%).  The increase in provision  for loan
losses was  mainly  due to loan  growth as loan  quality  remains  high and loan
charge-offs  were  low to in the nine  months  ended  September  30,  2004.  The
increase  in  noninterest  expense  was mainly due to an  increase in salary and
benefit expense (up $2,953,000 or 13.4% to $24,926,000).  The increase in salary
and  benefits  expense  was mainly due to the  opening  of de-novo  branches  in
Roseville (November 2003), Folsom (December 2003), and Turlock (April 2004), and
regular salary increases.  Other noninterest expense also increased (up $826,000
or 4.3% to $19,921,000). The increase in other noninterest expense was to due to
the new branches noted above, and general price increases.

                                      -14-
Net Interest Income

Following is a summary of the components of net interest  income for the periods
indicated (dollars in thousands):
Three months ended             Nine months ended
                                                September 30,                 September 30,
                                         -------------------------------------------------------
                                              2004         2003            2004         2003
                                         -------------------------------------------------------
Interest income                        $21,951      $19,105          $62,491      $53,615
     Interest expense                        (3,494)      (3,305)          (9,595)      (9,865)
     FTE adjustment                             255          269              774          862
                                         -------------------------------------------------------
        Net interest income (FTE)           $18,712      $16,069          $53,670      $44,612
                                         =======================================================
     Average earning assets              $1,399,342   $1,226,453       $1,344,353   $1,156,837

     Net interest margin (FTE)                5.35%        5.24%            5.32%        5.14%
The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on earning assets and interest  expense on
interest-bearing liabilities. Net interest income (FTE) during the third quarter
of  2004  increased   $2,643,000  (16.4%)  from  the  same  period  in  2003  to
$18,712,000. The increase in net interest income (FTE) was due to an increase in
average balance of earning assets (up  $172,889,000 or 14.1% to  $1,399,342,000)
and an 11 basis point increase in net interest margin (FTE).

Net  interest  income  (FTE)  during  the first  nine  months of 2004  increased
$9,058,000 (20.3%) from the same period in 2003 to $53,670,000.  The increase in
net interest  income (FTE) was due to an increase in average  balance of earning
assets  (up  $187,516,000  or 16.2%  to  $1,344,353,000)  and an 18 basis  point
increase in net interest margin (FTE).

Interest Income

Interest income (FTE) for the third quarter of 2004 increased $2,832,000 (14.6%)
from the  third  quarter  of 2003.  The  increase  was the net  effect of higher
average interest-earning assets (up $172,889,000 or 14.1% to $1,399,342,000) and
a 3 basis point increase in the yield on those average  earning assets to 6.35%.
The growth in  interest-earning  assets was the result of growth in average loan
balances  of  $222,374,000  (25.4%) to  $1,098,442,000  offset by a decrease  in
average  investment and Federal funds balances totaling  $49,485,000  (14.1%) to
$300,900,000.  The average yield on the Company's  earning  assets  increased to
6.35%  from  6.32% in the  year-ago  quarter.  This  increase  in yield on total
earning  assets  was the  result of a 54 basis  point  decrease  in loan  yields
(reflective  of general  interest rate markets  during much of the twelve months
ended September 30, 2004) that was offset by a change in mix of average earnings
assets towards more loans and less investments and Federal funds sold.

Interest  income (FTE) for the nine months ended  September  30, 2004  increased
$8,788,000 (16.1%) from the same period of 2003. The increase was the net effect
of  higher  average   interest-earning  assets  (up  $187,516,000  or  16.2%  to
$1,344,353,000)  that was  partially  offset by a 1 basis point  decrease in the
yield on those average earning assets to 6.27%.  The growth in  interest-earning
assets was the result of growth in average loan balances of $246,906,000 (31.4%)
to $1,033,247,000  offset by a decrease in average  investment and Federal funds
balances totaling $59,390,000 (16.0%) to $311,106,000.  The average yield on the
Company's earning assets decreased to 6.27% from 6.28% for the nine months ended
September  30,  2004.  This  decrease in yield on total  earning  assets was the
result of a 59 basis  point  decrease  in loan  yields  (reflective  of  general
interest rate markets during much of the twelve months ended September 30, 2004)
that was offset by a change in mix of average earnings assets towards more loans
and less investments and Federal funds sold.

                                      -15-
Interest Expense

Interest expense increased $189,000 (5.7%) to $3,494,000 in the third quarter of
2004  compared to  $3,305,000 in the year-ago  quarter.  The average  balance of
interest-bearing liabilities increased $143,669,000 (14.8%) to $1,115,672,000 in
the third quarter of 2004 compared to $972,003,000 in the year-ago quarter.  The
increase in  interest-bearing  liabilities was concentrated in the lower earning
interest-bearing  demand deposits (up $17,655,000 or 8.2%), savings deposits (up
$69,706,000 or 17.2%), and Federal funds purchased (up $43,484,000 or 315%). The
average balance of the higher earning time deposits decreased $15,444,000 (5.1%)
from   the   year-ago   quarter.   In   addition,   the   average   balance   of
noninterest-bearing  deposits  increased  $18,623,000  (7.1%) from the  year-ago
quarter.  The average  balance of junior  subordinated  debt was $38,664,000 and
$13,560,000  for the quarters ended  September 30, 2004 and 2003,  respectively.
The average rate paid for all deposit categories of interest-bearing liabilities
decreased  from the  average  rate paid in the  year-ago  quarter as a result of
deposit market interest rate decreases.  Increases in the rates paid for Federal
funds  purchased  and junior  subordinated  debt are due to recent  increases in
short-term borrowing rates.  Overall, the average rate paid for interest-bearing
liabilities  decreased 11 basis points to 1.25% in the quarter  ended  September
30, 2004 compared to 1.36% in the quarter ended September 30, 2003.

Interest  expense  decreased  $270,000  (2.7%) to $9,595,000 for the nine months
ended  September 30, 2004 compared to  $9,865,000  in the year-ago  period.  The
average balance of  interest-bearing  liabilities  increased $158,273 (17.3%) to
$1,072,953,000  for the  nine  months  ended  September  30,  2004  compared  to
$914,716,000  in  the  year-ago   period.   The  increase  in   interest-bearing
liabilities  was  concentrated  in the  lower  earning  interest-bearing  demand
deposits (up  $23,787,000 or 11.6%),  and savings  deposits (up  $108,468,000 or
29.6%).  The  average  balance  of the higher  earning  time  deposits  was down
$28,933,000  (9.5%) from the year-ago period.  In addition,  for the nine months
ended  September 30, 2004, the average balance of  noninterest-bearing  deposits
increased  $37,948,000 (16.1%) from the year-ago period, and the average balance
of Federal funds  purchased was  $42,202,000 in the nine months ended  September
30, 2004 compared to $11,142,000 in the year-ago nine month period.  The average
balance of junior  subordinated  debt was  $27,333,000 in the nine-month  period
ended  September  30, 2004  compared to  $4,519,000  in the year-ago  nine-month
period.  The average rate paid for all deposit  categories  of  interest-bearing
liabilities  decreased  from the average  rate paid in the  year-ago  nine-month
period as a result of deposit market interest rate  decreases.  Increases in the
rates paid for Federal funds purchased and junior  subordinated  debt are due to
recent increases in short-term  borrowing rates.  Overall, the average rate paid
for interest-bearing  liabilities decreased 25 basis points to 1.19% in the nine
months  ended  September  30, 2004  compared  to 1.44% in the nine months  ended
September 30, 2003.

Net Interest Margin (FTE)

The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:

                                   Three months ended          Nine months ended
                                        Sept. 30,                  Sept. 30,
                                   ---------------------------------------------
                                    2004         2003         2004         2003
                                   ---------------------------------------------
Yield on earning assets             6.35%        6.32%        6.27%        6.28%
Rate paid on interest-bearing
     Liabilities                    1.25%        1.36%        1.19%        1.44%
                                   ---------------------------------------------
     Net interest spread            5.10%        4.96%        5.08%        4.84%
Impact of all other net
     noninterest-bearing funds      0.25%        0.28%        0.24%        0.30%
                                   ---------------------------------------------
        Net interest margin         5.35%        5.24%        5.32%        5.14%
                                   =============================================

                                      -16-
Net  interest  margin in the third  quarter of 2004  increased  11 basis  points
compared to the third quarter of 2003.  Net interest  margin for the nine months
ended  September 30, 2004 increased 18 basis points  compared to the nine months
ended  September 30, 2003.  During the second half of 2003 and the first half of
2004,  the Company was able to  decrease  the rates it paid on  interest-bearing
deposits  and manage the mix of assets and  liabilities  to offset the effect of
decreasing loan yields during this time, and maintain a relatively flat and high
net  interest  margin.  During  the third  quarter  of 2004,  short-term  market
interest  rates began to rise which  resulted in slight  increases  in both loan
yields and rates paid on interest bearing  liabilities,  the net effect of which
was a slight (8 basis point)  increase in net interest  margin when  compared to
the second quarter of 2004.

Summary of Average Balances, Yields/Rates and Interest Differential

The following tables present, for the periods indicated,  information  regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the amounts of interest  income (FTE) 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(FTE) includes
proceeds  from loans on  nonaccrual  loans only to the extent cash payments have
been received and applied to interest  income.  Yields on  securities  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
                                       ----------------------------------------------------------------
                                            September 30, 2004                 September 30, 2003
                                       -----------------------------     ------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------     ------------------------------
Assets:
Loans                                  $1,098,442  $18,867    6.87%       $876,068 $16,228     7.41%
Investment securities - taxable           266,714    2,651    3.98%        301,784   2,389     3.17%
Investment securities - nontaxable         33,821      687    8.13%         37,468     732     7.81%
Federal funds sold                            365        1    1.10%         11,133      25     0.90%
                                       -----------------------------    -------------------------------
Total earning assets                    1,399,342   22,206    6.35%      1,226,453  19,374     6.32%
Other assets                              153,401  --------                158,219 --------
                                       ----------                       ----------
Total assets                           $1,552,743                       $1,384,672
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $231,914      107    0.18%       $214,259     137     0.26%
Savings deposits                          475,045      805    0.68%        405,339     893     0.88%
Time deposits                             286,677    1,585    2.21%        302,121   1,771     2.34%
Federal funds purchased                    57,310      221    1.54%         13,826      38     1.10%
Other borrowings                           26,062      327    5.02%         22,898     325     5.68%
Junior subordinated debt                   38,664      449    4.65%         13,560     141     4.16%
                                       -----------------------------    -------------------------------
Total interest-bearing liabilities      1,115,672    3,494    1.25%        972,003   3,305     1.36%
Noninterest-bearing deposits              281,963  --------                263,340 --------
Other liabilities                          21,480                          26,161
Shareholders' equity                      133,628                         123,168
                                       ----------                       ----------
Total liabilities and shareholders'
  equity                               $1,552,743                       $1,384,672
                                       ==========                       ==========
Net interest spread(1)                                        5.10%                            4.96%
Net interest income and interest margin(2)         $18,712    5.35%                $16,069     5.24%
                                                   =================               ====================
(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.

                                      -17-
For the nine months ended
                                       ----------------------------------------------------------------
                                            September 30, 2004                 September 30, 2003
                                       -----------------------------     ------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------     ------------------------------
Assets:
Loans                                  $1,033,247  $53,157    6.86%       $786,341 $43,930     7.45%
Investment securities - taxable           274,666    8,010    3.89%        316,219   8,072     3.40%
Investment securities - nontaxable         34,716    2,086    8.01%         39,119   2,348     8.00%
Federal funds sold                          1,724       12    0.93%         15,158     127     1.12%
                                       -----------------------------    -------------------------------
Total earning assets                    1,344,353   63,265    6.27%      1,156,837  54,477     6.28%
Other assets                              155,591  --------                134,856 --------
                                       ----------                       ----------
Total assets                           $1,499,944                       $1,291,693
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $228,121      312    0.18%       $204,334     387     0.25%
Savings deposits                          475,193    2,569    0.72%        366,725   2,519     0.92%
Time deposits                             276,155    4,452    2.15%        305,088   5,753     2.51%
Federal funds purchased                    42,202      405    1.28%         11,142     101     1.21%
Other borrowings                           23,949      967    5.38%         22,908     964     5.61%
Junior subordinated debt                   27,333      890    4.34%          4,519     141     4.16%
                                       -----------------------------     ------------------------------
Total interest-bearing liabilities      1,072,953    9,595    1.19%        914,716   9,865     1.44%
Noninterest-bearing deposits              273,912  --------                235,964 --------
Other liabilities                          22,316                           25,347
Shareholders' equity                      130,763                          115,666
                                       ----------                       ----------
Total liabilities and shareholders'
  equity                               $1,499,944                       $1,291,693
                                       ==========                       ==========
Net interest spread(1)                                        5.08%                            4.84%
Net interest income and interest margin(2)         $53,670    5.32%                $44,612     5.14%
                                                   =================               ====================
(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.

                                      -18-
Summary of  Changes in  Interest  Income and  Expense  due to Changes in Average
Asset & Liability Balances and Yields Earned & Rates Paid

The following tables set forth a summary of the changes in interest income (FTE)
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 Sept. 30, 2004
                                                compared with three months
                                                   ended Sept. 30, 2003
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                         $4,119    ($1,480)     $2,639
Investments - taxable                           (278)       540         262
Investments - nontaxable                         (71)        26         (45)
Federal funds sold                               (24)         -         (24)
                                             ---------------------------------
   Total earning assets                        3,746       (914)      2,832
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                  11        (41)        (30)
Savings deposits                                 153       (241)        (88)
Time deposits                                    (90)       (96)       (186)
Federal funds purchased                          120         63         183
Other borrowings                                  45        (43)          2
Junior subordinated debt                         261         47         308
                                             ---------------------------------
   Total interest-bearing liabilities            500       (311)        189
                                             ---------------------------------
Increase (decrease) in Net Interest Income    $3,246      ($603)     $2,643
                                             =================================

                                             Nine months ended Sept. 30, 2004
                                                 compared with nine months
                                                    ended Sept. 30, 2003
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                        $13,796    ($4,569)     $9,227
Investments - taxable                         (1,060)       998         (62)
Investments - nontaxable                        (264)         2        (262)
Federal funds sold                              (113)        (2)       (115)
                                             ---------------------------------
   Total earning assets                       12,359     (3,571)      8,788
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                  45       (120)        (75)
Savings deposits                                 748       (698)         50
Time deposits                                   (545)      (756)     (1,301)
Federal funds purchased                          282         22         304
Other borrowings                                  44        (41)          3
Junior subordinated debt                         712         37         749
                                             ---------------------------------
   Total interest-bearing liabilities          1,286     (1,556)       (270)
                                             ---------------------------------
Increase (decrease) in Net Interest Income   $11,073    ($2,015)     $9,058
                                             =================================

                                      -19-
Provision for Loan Losses

The Company  provided  $1,300,000  for loan losses in the third  quarter of 2004
versus $150,000 in the third quarter of 2003.  During the third quarter of 2004,
the Company  recorded  $613,000  of net loan charge offs versus  $145,000 of net
loan charge offs in the year earlier quarter.

The Company  provided  $3,250,000  for loan losses  during the nine months ended
September 30, 2004 versus  $450,000  during the nine months ended  September 30,
2003.  During the nine months ended  September  30, 2004,  the Company  recorded
$807,000 of net loan charge offs versus  $2,295,000 of net loan  charge-offs  in
the year earlier nine-month period.

Noninterest Income

The following  table  summarizes the  components of  noninterest  income for the
periods indicated (dollars in thousands).
Three months ended             Nine months ended
                                                      Sept. 30,                     Sept. 30,
                                               ----------------------------------------------------
                                                  2004          2003           2004           2003
                                               ----------------------------------------------------
Service charges on deposit accounts         $3,399        $3,208        $10,005         $9,258
     ATM fees and interchange                       693           566          1,939          1,683
     Other service fees                             342           (56)           883            261
     Mortgage servicing valuation
       allowance (provision) recovery                 -          (600)           600           (600)
     Gain on sale of loans                          258           936          1,316          3,388
     Commissions on sale of
       nondeposit investment products               578           396          1,707          1,305
     Gain on sale of investments                      -            97              -            197
     Gain on disposal of fixed assets                 8             -             20              3
     Gain on sale of other real estate owned        384             -            566             60
     Increase in cash value of life insurance       352           446          1,216            961
     Other noninterest income                       347           213            806            640
                                               ----------------------------------------------------
     Total noninterest income                    $6,361        $5,206        $19,058        $17,156
                                               ====================================================
Noninterest income for the third quarter of 2004 increased $1,155,000 (22.2%) to
$6,361,000 from $5,206,000 in the year-ago quarter.  The increase in noninterest
income from the  year-ago  quarter was  partially  due to an increase in service
charges on deposit  accounts (up $191,000 or 6.0%),  an increase in ATM fees and
interchange  (up $127,000 or 22.4%),  and an increase in  commission  on sale of
nondeposit  investment  products (up $182,000 or 46.0%).  The increases in these
areas were mainly due to  continued  growth in the  Company's  customer  base in
existing markets, and penetration of new markets through new branch openings. In
the quarter ended  September  30, 2004,  the Company had a gain on sale of other
real estate owned of $384,000.  Other service fees (including mortgage servicing
fees net of mortgage servicing asset amortization), mortgage servicing valuation
allowance (provision)  recovery,  and gain on sale of loans were impacted by the
recent  increase in mortgage  rates from their lows in 2003,  and the  resulting
slowdown  in  mortgage  refinance  activity;  on a combined  basis,  these three
categories  contributed  $600,000 and $280,000 of noninterest  income during the
three months ended September 30, 2004 and 2003, respectively.  While the Company
benefits from  increased  gain on sale of loans during periods of high levels of
mortgage refinance activity,  it may also experience increased  amortization and
provisions for mortgage servicing  valuations of mortgage servicing rights. (See
Notes to Unaudited Condensed  Consolidated  Financial  Statements for additional
information  concerning  the  Company's  mortgage  operations  and  valuation of
mortgage servicing rights.)

                                      -20-
Noninterest  income for the nine  months  ended  September  30,  2004  increased
$1,902,000  (11.1%) to $19,058,000  from $17,156,000 in the same period in 2003.
The  increase in  noninterest  income from the  year-ago  nine-month  period was
partially due to an increase in service charges on deposit accounts (up $747,000
or 8.1%), an increase in ATM fees and interchange (up $256,000 or 15.2%), and an
increase in commission on sale of nondeposit investment products (up $402,000 or
30.8%).  The increases in these areas were mainly due to continued growth in the
Company's  customer base in existing  markets,  and  penetration  of new markets
through new branch  openings.  During the nine months ended  September 30, 2004,
the Company recorded an increase in cash value of life insurance (up $255,000 or
26.5%), and a gain on sale of other real estate owned (up $506,000 to $566,000).
Other service fees (including  mortgage servicing fees net of mortgage servicing
asset   amortization),   mortgage  servicing  valuation  allowance   (provision)
recovery,  and gain on sale of loans were  impacted  by the recent  increase  in
mortgage rates from their lows in 2003,  and the resulting  slowdown in mortgage
refinance  activity;  on a combined basis,  these three  categories  contributed
$2,799,000  and  $3,049,000 of  noninterest  income during the nine months ended
September 30, 2004 and 2003, respectively.

Noninterest Expense

The following  table  summarizes the  components of noninterest  expense for the
periods indicated (dollars in thousands).
Three months ended             Nine months ended
                                                  Sept. 30,                     Sept. 30,
                                            ----------------------------------------------------
                                              2004          2003           2004           2003
                                            ----------------------------------------------------
Salaries                                $5,289        $5,006         $15,572       $14,048
     Commissions and incentives               1,062           929           3,522         3,401
     Employee benefits                        1,968         1,525           5,832         4,524
     Occupancy                                1,001           922           2,947         2,604
     Equipment                                  913           877           2,763         2,456
     Professional fees                          695           582           1,802         1,797
     Telecommunications                         426           384           1,222         1,167
     Data processing and software               413           386           1,196         1,026
     Intangible amortization                    343           325           1,016           877
     ATM network charges                        344           255             964           742
     Courier service                            255           258             786           766
     Advertising and marketing                  268           226             693           868
     Postage                                    201           202             668           630
     Operational losses                         126           240             278           546
     Assessments                                 76            72             221           197
     Other                                    1,709         1,860           5,365         5,419
                                            ----------------------------------------------------
     Total                                  $15,089       $14,049         $44,847       $41,068
                                            ====================================================
     Average full time equivalent staff         533           516             535           499
     Noninterest expense to revenue (FTE)     60.18%        66.04%         61.66%         66.49%
Noninterest expense for the third quarter of 2004 increased $1,040,000 (7.4%) to
$15,089,000  from  $14,049,000  in the third  quarter of 2003.  The  increase in
noninterest  expense was mainly due to an increase in salary and benefit expense
(up  $859,000  or 11.5% to  $8,319,000).  The  increase  in salary and  benefits
expense was mainly due to the opening of de-novo branches in Roseville (November
2003),  Folsom  (December  2003),  and Turlock (April 2004),  and regular salary
increases.  The other components noninterest expense also increased (up $181,000
or 2.7% to $6,770,000).

Noninterest  expense  for the first  nine  months of 2003  increased  $3,779,000
(9.2%) to  $44,847,000  from  $41,068,000  in the first nine months of 2003. The
increase  in  noninterest  expense  was mainly due to an  increase in salary and
benefit expense (up $2,953,000 or 13.4% to $24,926,000).  The increase in salary
and  benefits  expense  was mainly due to the  opening  of de-novo  branches  in
Roseville (November 2003), Folsom (December 2003), and Turlock (April 2004), and
regular  salary  increases.  The other  components of  noninterest  expense also
increased (up $826,000 or 4.3% to $19,921,000).

Provision for Income Tax

The effective  tax rate for the three months ended  September 30, 2004 was 38.3%
and reflects an increase  from 36.3% for the three months  ended  September  30,
2003.  The effective  tax rate for the nine months ended  September 30, 2004 was
37.9% and reflects a increase from 37.1% for the nine months ended September 30,
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, state and municipal securities,
and bank owned life insurance.

                                      -21-
Classified Assets

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

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

                               At Sept. 30, 2004           At December 31, 2003
                           -------------------------    ------------------------
                             Gross Guaranteed  Net       Gross Guaranteed   Net
                           -----------------------------------------------------
Classified loans            $24,592  $9,820  $14,772    $29,992 $11,209  $18,783
Other classified assets           -       -        -        932       -      932
                           -----------------------------------------------------
Total classified assets     $24,592  $9,820  $14,772    $30,924 $11,209  $19,715
                           =====================================================
Allowance for loan losses/
     Classified loans                         109.8%                       73.3%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies and its government-sponsored  agencies at September 30, 2004, decreased
$4,943,000 (25.1%) to $14,772,000 from $19,715,000 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
nine months,  ended  September  30, 2004,  if all such loans had been current in
accordance with their original terms, totaled $956,000. Interest income actually
recognized  on these loans during the nine months ended  September  30, 2004 was
$717,000.

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

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

As shown in the following table, total nonperforming assets net of guarantees of
the  U.S.  Government,  including  its  agencies  and  its  government-sponsored
agencies,  decreased  $395,000 (7.4%) to $4,931,000 during the first nine months
of 2004. Nonperforming assets net of guarantees represent 0.31% 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 Sept. 30, 2004           At December 31, 2003
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
Performing nonaccrual loans                   $10,433   $7,569   $2,864    $10,997  $7,936   $3,061
Nonperforming, nonaccrual loans                 2,292      314    1,978      2,551   1,252    1,299
                                              ------------------------------------------------------
Total nonaccrual loans                         12,725    7,883    4,842     13,548   9,188    4,360
Loans 90 days past due and still accruing          89        -       89         34       -       34
                                              ------------------------------------------------------
Total nonperforming loans                      12,814    7,883    4,931     13,582   9,188    4,394
Other real estate owned                             -        -        -        932       -      932
                                              ------------------------------------------------------
Total nonperforming assets                    $12,814   $7,883   $4,931    $14,514  $9,188   $5,326
                                              ======================================================

Nonperforming loans to total loans                                0.44%                       0.45%
Allowance for loan losses/nonperforming loans                      329%                        313%
Nonperforming assets to total assets                              0.31%                       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.

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.

                                      -23-
Based on the current conditions of the loan portfolio,  management believes that
the  $16,216,000  allowance for loan losses at September 30, 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        Nine months ended
                                        Sept. 30,                Sept. 30,
                                ------------------------------------------------
                                   2004          2003       2004          2003
                                ------------------------------------------------
  Balance, beginning of period   $15,529       $13,455    $13,773       $14,377
  Addition through merger              -             -          -           928
  Loan loss provision              1,300           150      3,250           450
  Loans charged off                 (687)         (551)    (1,053)       (2,894)
  Recoveries of previously
    charged-off loans                 74           406        246           599
                                ------------------------------------------------
  Net charge-offs                   (613)         (145)      (807)       (2,295)
                                ------------------------------------------------
  Balance, end of period         $16,216       $13,460    $16,216       $13,460
                                ================================================
  Allowance for loan losses/loans outstanding               1.44%         1.45%

Junior Subordinated Debt

On July 31, 2003, the Company formed a subsidiary  business trust, TriCo Capital
Trust I, to issue trust preferred securities.  Concurrently with the issuance of
the trust preferred  securities,  the trust issued 619 shares of common stock to
the Company for $1,000 per share or an aggregate of $619,000.  In addition,  the
Company  issued a Junior  Subordinated  Debenture  to the Trust in the amount of
$20,619,000.  The terms of the  Junior  Subordinated  Debenture  are  materially
consistent  with the terms of the  trust  preferred  securities  issued by TriCo
Capital  Trust I. Also on July 31,  2003,  TriCo  Capital  Trust I completed  an
offering of 20,000 shares of cumulative  trust preferred  securities for cash in
an  aggregate  amount  of  $20,000,000.   The  trust  preferred  securities  are
mandatorily  redeemable  upon  maturity on October 7, 2033 with an interest rate
that resets  quarterly at three-month  LIBOR plus 3.05%,  or 4.16% for the first
quarterly  interest  period.  TriCo  Capital Trust I has the right to redeem the
trust  preferred  securities  on or after October 7, 2008.  The trust  preferred
securities  were issued through an  underwriting  syndicate to which the Company
paid underwriting fees of $7.50 per trust preferred  security or an aggregate of
$150,000. The net proceeds of $19,850,000 will be used to finance the opening of
new branches,  improve bank services and  technology,  repurchase  shares of the
Company's  common stock under its  repurchase  plan and  increase the  Company's
capital. The trust preferred securities have not been and will not be registered
under the Securities  Act of 1933, as amended,  or applicable  state  securities
laws  and were  sold  pursuant  to an  exemption  from  registration  under  the
Securities  Act of 1933.  The trust  preferred  securities may not be offered or
sold in the United States absent  registration  or an applicable  exemption from
the  registration  requirements  of the Securities Act of 1933, as amended,  and
applicable state securities laws.

As a result of the adoption of FIN 46R, the Company deconsolidated TriCo Capital
Trust I as of and for year ended  December 31, 2003.  The  $20,619,000 of junior
subordinated debentures issued by TriCo Capital Trust I were reflected as junior
subordinated  debt in the  consolidated  balance sheet at September 30, 2004 and
December 31, 2003. The common stock issued by TriCo Capital Trust I was recorded
in other assets in the  consolidated  balance  sheet at  September  30, 2004 and
December 31, 2003.

                                      -24-
Prior to December 31, 2003, TriCo Capital Trust I was a consolidated  subsidiary
and was included in liabilities  in the  consolidated  balance sheet,  as "Trust
preferred  securities."  The common  securities and  debentures,  along with the
related income effects were eliminated in the consolidated financial statements.

On June 22, 2004, the Company formed a subsidiary  business trust, TriCo Capital
Trust II, to issue trust preferred securities. Concurrently with the issuance of
the trust preferred  securities,  the trust issued 619 shares of common stock to
the Company for $1,000 per share or an aggregate of $619,000.  In addition,  the
Company  issued a Junior  Subordinated  Debenture  to the Trust in the amount of
$20,619,000.  The terms of the  Junior  Subordinated  Debenture  are  materially
consistent  with the terms of the  trust  preferred  securities  issued by TriCo
Capital  Trust II. Also on June 22, 2004,  TriCo  Capital  Trust II completed an
offering of 20,000 shares of cumulative  trust preferred  securities for cash in
an  aggregate  amount  of  $20,000,000.   The  trust  preferred  securities  are
mandatorily redeemable upon maturity on July 23, 2034 with an interest rate that
resets  quarterly  at  three-month  LIBOR  plus  2.55%,  or 4.10%  for the first
quarterly  interest  period.  TriCo Capital Trust II has the right to redeem the
trust  preferred  securities  on or after  July 23,  2009.  The trust  preferred
securities  were issued through an  underwriting  syndicate to which the Company
paid underwriting fees of $2.50 per trust preferred  security or an aggregate of
$50,000.  The net proceeds of $19,950,000  are being used to finance the opening
of new branches, improve bank services and technology,  repurchase shares of the
Company's  common stock under its  repurchase  plan and  increase the  Company's
capital. The trust preferred securities have not been and will not be registered
under the Securities  Act of 1933, as amended,  or applicable  state  securities
laws  and were  sold  pursuant  to an  exemption  from  registration  under  the
Securities  Act of 1933.  The trust  preferred  securities may not be offered or
sold in the United States absent  registration  or an applicable  exemption from
the  registration  requirements  of the Securities Act of 1933, as amended,  and
applicable state securities laws.

The $20,619,000 of junior subordinated  debentures issued by TriCo Capital Trust
II were reflected as junior subordinated debt in the consolidated  balance sheet
at September  30, 2004.  The common stock issued by TriCo  Capital  Trust II was
recorded in other assets in the  consolidated  balance  sheet at  September  30,
2004.

The debentures  issued by TriCo Capital Trust I and TriCo Capital Trust II, less
the common  securities  of TriCo  Capital  Trust I and TriCo  Capital  Trust II,
continue to qualify as Tier 1 or Tier 2 capital under interim guidance issued by
the Board of Governors of the Federal Reserve System (Federal Reserve Board).

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 was  effected  in the form of a stock
dividend  that  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 were  distributed on
April 30, 2004.

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  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 October 26,
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.

The  Company's  primary  capital  resource is  shareholders'  equity,  which was
$135,688,000  at  September  30,  2004.  This amount  represents  an increase of
$7,728,000  from December 31, 2003, the net result of  comprehensive  income for
the period  ($14,168,000)  and the issuance of common shares via the exercise of
stock options  ($1,354,000),  partially offset by the repurchase of common stock
($2,793,000) and dividends paid  ($5,001,000).  The Company's ratio of equity to
total assets was 8.62%, 8.66%, and 8.71% as of September 30, 2004, September 30,
2003, and December 31, 2003, respectively.

                                      -25-
The following  summarizes the ratios of capital to risk-adjusted  assets for the
periods indicated:
To Be Well
                             At September 30,         At            Minimum    Capitalized Under
                             ----------------    December 31,    Regulatory   Prompt Corrective
                             2004       2003        2003         Requirement  Action Provisions
                             ------------------------------------------------------------------
Tier I Capital            11.00%     10.55%     10.41%           4.00%            6.00%
   Total Capital             12.36%     11.73%     11.57%           8.00%           10.00%
   Leverage ratio             9.81%      8.85%      8.68%           4.00%            5.00%
Off-Balance Sheet Arrangements

The Company has certain ongoing  commitments under operating and capital leases.
These commitments do not significantly impact operating results. As of September
30,  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 $420 million at September 30, 2004 from $333
million at December 31, 2003. The commitments represent 37.3% of the total loans
outstanding at September 30, 2004 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.

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

Asset and Liability Management

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

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

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

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

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

The results of the  simulations  noted above indicate that the balance sheet was
relatively  balanced  (earnings do not significantly  change when interest rates
change) and slightly  asset  sensitive  (earnings  increase when interest  rates
rise) at September  30, 2004 and 2003,  respectively.  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  September  30,  2004 and  2003,  the  Company  had no  derivative  financial
instruments.

                                      -27-
Liquidity

The Company's  principal  source of asset liquidity is cash and amounts due from
banks,  federal funds sold, and marketable  investment  securities available for
sale.  At  September  30, 2004,  federal  funds sold and  investment  securities
available for sale totaled $292,966,000,  representing a decrease of $23,796,000
or 7.5% from  December 31,  2003,  and a decrease of  $59,875,000  or 17.0% from
September 30, 2003. In addition, the Company generates additional liquidity from
its  operating  activities.  The Company's  profitability  during the first nine
months of 2004 generated cash flows from  operations of $18,248,000  compared to
$18,883,000  during the first nine 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  $62,476,000  during the nine months ended  September  30, 2004
compared to $192,440,000  for the nine months ended  September 30, 2003.  During
the nine months ended September 30, 2004, the Company invested $41,515,000,  and
$145,989,000  in  securities,  and net loan  growth,  respectively,  compared to
$169,113,000,  $168,329,000,  and $22,475,000 used to purchase investments,  net
loan growth, and life insurance  policies,  respectively,  during the first nine
months of 2003. These changes in investment,  loan, and life insurance  balances
contributed to net cash used for investing activities of $126,207,000 during the
nine months ended  September  30, 2004,  compared to net cash used for investing
activities  of  $162,143,000  during the nine months ended  September  30, 2003.
Financing  activities  provided net cash of  $91,348,000  during the nine months
ended September 30, 2004, compared to net cash provided by financing  activities
of $136,637,000  during the nine months ended  September 30, 2003.  Increases in
deposit  balances,  Federal funds  borrowed and issuance of junior  subordinated
debt accounted for $55,318,000, $17,800,000 and $20,619,000 of financing sources
of funds,  respectively,  during  the nine  months  ended  September  30,  2004,
compared to deposit  balance,  Federal  funds  borrowed  and  issuance of junior
subordinated  debt accounted for  $64,566,000,  $55,700,000  and  $20,619,000 of
financing sources of funds, respectively, during the nine months ended September
30, 2003.  Dividends paid used $5,001,000 and $4,559,000 of cash during the nine
months ended September 30, 2004 and September 30, 2003, respectively.  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 September  30, 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.

                                      -28-
PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

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

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

The following table shows information concerning the common stock repurchased by
the Company  during the third quarter of 2004  pursuant to the  Company's  stock
repurchase  plan  originally  announced on July 31, 2003,  as amended  effective
April 9, 2004,  to conform with the  Company's  two-for-one  stock split paid on
April 30, 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
-----------------------------------------------------------------------------------------------------------
July 1-31, 2004             -              -                        -                 277,400
August 1-31, 2004           -              -                        -                 277,400
September 1-30, 2004        -              -                        -                 277,400
-----------------------------------------------------------------------------------------------------------
Total                       -              -                        -                 277,400
Item 6 - Exhibits

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

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

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

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

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

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

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

    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).

                                      -29-
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
               20,  2004 filed as Exhibit  10.8 to TriCo's  Quarterly  Report on
               Form 10-Q for the quarter ended June 30, 2004.

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

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

    10.11*     2004  TriCo  Bancshares  Deferred   Compensation  Plan  effective
               January  1, 2004  filed as  Exhibit  10.11 to  TriCo's  Quarterly
               Report on Form 10-Q for the quarter ended June 30, 2004.

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

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

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

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

    10.16*     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.

                                      -30-
10.17*     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.

    10.18*     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.

    10.19*     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.

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

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

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

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

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

    32.1       Section 1350 Certification of CEO

    32.2       Section 1350 Certification of CFO

       * Previously filed and incorporated by reference.

                                      -31-
SIGNATURES

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

                                     TRICO BANCSHARES
                                       (Registrant)

Date:  October 26, 2004              /s/ Thomas J. Reddish
                                     -----------------------------------
                                     Thomas J. Reddish
                                     Executive Vice President and
                                     Chief Financial Officer

                                      -32-
Exhibit 31.1

Certification  Pursuant to Rule  13a-14(a)/15d-14(a)  of the Securities Exchange
Act of 1934, as Amended

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-15(e)  and  15d-15(e))  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: October 26, 2004                  /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer

                                      -33-
Exhibit 31.2

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

I, Thomas J. Reddish, certify that:

     1.   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  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: October 26, 2004                  /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and
                                        Chief Financial Officer

                                      -34-
Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period ended  September 30, 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  September 30, 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.

                                      -35-