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 June 30, 2002                   Commission file number 0-10661
-------------------------------                   ------------------------------

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


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

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

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


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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of August 12, 2002:  7,025,690


<PAGE>
<TABLE>
<CAPTION>


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

                                                                                     June 30,             December 31,
                                                                                 ------------------     ------------------
                                                                                       2002                   2001
<S>                                                                                     <C>                    <C>
Assets:
Cash and due from banks                                                                   $ 54,094               $ 59,264
Federal funds sold and repurchase agreements                                                27,800                 18,700
                                                                                 ------------------     ------------------
     Cash and cash equivalents                                                              81,894                 77,964
Securities available-for-sale                                                              234,544                224,590
Loans, net of allowance for loan losses
  of $13,613 and $13,058, respectively                                                     658,187                645,674
Premises and equipment, net                                                                 16,195                 16,457
Cash Value of Life Insurance                                                                14,927                 14,602
Other real estate owned                                                                         71                     71
Accrued interest receivable                                                                  5,419                  5,522
Intangible assets                                                                            4,615                  5,070
Other assets                                                                                13,709                 15,497
                                                                                 ------------------     ------------------
     Total assets                                                                      $ 1,029,561            $ 1,005,447
                                                                                 ==================     ==================

Liabilities:
Deposits:
 Noninterest-bearing demand                                                              $ 188,546              $ 190,386
 Interest-bearing demand                                                                   169,343                165,542
 Savings                                                                                   255,264                247,399
 Time certificates                                                                         284,757                277,066
                                                                                 ------------------     ------------------
     Total deposits                                                                        897,910                880,393
Accrued interest payable and other liabilities                                              15,589                 15,165
Long term borrowings                                                                        22,940                 22,956
                                                                                 ------------------     ------------------
     Total liabilities                                                                     936,439                918,514
Shareholders' equity:
Common stock                                                                                50,047                 49,679
Retained earnings                                                                           41,682                 37,909
Accumulated other comprehensive income (loss)                                                1,393                   (655)
                                                                                 ------------------     ------------------
     Total shareholders' equity                                                             93,122                 86,933
                                                                                 ------------------     ------------------
     Total liabilities and shareholders' equity                                        $ 1,029,561            $ 1,005,447
                                                                                 ==================     ==================



See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                       For the three months                      For the six months
                                                          ended June 30,                           ended June 30,
                                                    2002                  2001                2002                2001
<S>                                                   <C>                  <C>                 <C>                 <C>
Interest income:
  Interest and fees on loans                          $ 13,046             $ 14,968            $ 26,054            $ 29,861
  Interest on investment
   securities-taxable                                    2,309                2,258               4,539               4,956
  Interest on investment
   securities-tax exempt                                   553                  554               1,107               1,111
  Interest on federal funds sold                           167                  547                 333                 951
                                               ----------------      ---------------      --------------      --------------
     Total interest income                              16,075               18,327              32,033              36,879
                                               ----------------      ---------------      --------------      --------------
Interest expense:
  Interest on deposits                                   2,857                5,816               5,801              12,506
  Interest on other borrowings                             322                  507                 641               1,012
                                               ----------------      ---------------      --------------      --------------
     Total interest expense                              3,179                6,323               6,442              13,518
                                               ----------------      ---------------      --------------      --------------
     Net interest income                                12,896               12,004              25,591              23,361
Provision for loan losses                                  500                  775               1,300               2,650
                                               ----------------      ---------------      --------------      --------------
    Net interest income after
     provision for loan losses                          12,396               11,229              24,291              20,711
Noninterest income:
  Service charges and fees                               2,141                2,097               4,114               3,970
  Gain on sale of insurance company stock                    -                    -                   -               1,756
  Other income                                           1,802                1,480               3,655               2,879
                                               ----------------      ---------------      --------------      --------------
     Total noninterest income                            3,943                3,577               7,769               8,605
                                               ----------------      ---------------      --------------      --------------
Noninterest expenses:
  Salaries and related expenses                          5,773                5,207              11,512              10,334
  Other, net                                             5,190                5,026               9,853               9,638
                                               ----------------      ---------------      --------------      --------------
     Total noninterest expenses                         10,963               10,233              21,365              19,972
                                               ----------------      ---------------      --------------      --------------
Net income before income taxes                           5,376                4,573              10,695               9,344
  Income taxes                                           2,011                1,736               4,001               3,528
                                               ----------------      ---------------      --------------      --------------
     Net income                                        $ 3,365              $ 2,837             $ 6,694             $ 5,816
                                               ================      ===============      ==============      ==============
Basic earnings per common share                         $ 0.48               $ 0.40              $ 0.96              $ 0.82
                                               ================      ===============      ==============      ==============
Diluted earnings per common share                       $ 0.47               $ 0.39              $ 0.93              $ 0.80
                                               ================      ===============      ==============      ==============


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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




                                               Common stock                     Accumulated
                                         -------------------------                 Other
                                            Number                 Retained    Comprehensive                Comprehensive
                                           of shares     Amount    earnings    Income (Loss)      Total         Income
                                         -----------------------------------------------------------------------------------
<S>                                            <C>          <C>          <C>             <C>         <C>           <C>
Balance, December 31, 2001                 7,000,980    $49,679     $37,909        ($655)        $86,933
Exercise of Common Stock options              34,710        439                                      439
Repurchase of Common Stock                   (10,000)       (71)       (119)                        (190)
Common stock cash dividends                                          (2,802)                      (2,802)
Comprehensive income:
 Net income                                                           6,694                        6,694          $6,694
 Other comprehensive income:
   Change in unrealized loss
    on securities, net of tax                                                        2,048         2,048           2,048
                                                                                                           -----------------
Comprehensive income                                                                                              $8,742
                                         -----------------------------------------------------------------------------------
Balance, June 30, 2002                     7,025,690    $50,047     $41,682         $1,393       $93,122
                                         ------------------------------------------------------------------





See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                        TRICO BANCSHARES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited, in thousands)
                                                                       For the six months
                                                                         ended June 30,
                                                                     2002              2001
                                                                 --------------    --------------
<S>                                                                    <C>               <C>
Operating activities:
  Net income                                                           $ 6,694           $ 5,816
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                          1,300             2,650
      Provision for losses on other real estate owned                        -                18
      Depreciation and amortization                                      1,316             1,349
      Amortization of intangible assets                                    455               455
      Accretion and amortization of investment
           securities discounts and premiums, net                          702               100
      Deferred income taxes                                                (66)              169
      Investment security (gains) losses, net                                -            (1,756)
      Gain on sale of OREO                                                   -               (31)
      Gain on sale of loans                                             (1,502)             (798)
      Loss on sale of fixed assets                                          19                 8
      Decrease in interest receivable                                      103               994
      (Decrease) increase in interest payable                             (849)              304
      Decrease (increase) in other assets and liabilities                1,674            (1,386)
                                                                 --------------    --------------
        Net cash provided by operating activities                        9,846             7,892
                                                                 --------------    --------------
Investing activities:
  Proceeds from maturities of securities available-for-sale             60,067            43,044
  Proceeds from sales of securities available-for-sale                       -             3,265
  Purchases of securities available-for-sale                           (67,448)             (127)
  Proceeds from sale of fixed assets                                         8                 9
  Net increase in loans                                                (12,311)          (24,297)
  Purchases of premises and equipment                                     (942)           (1,221)
  Proceeds from sale of OREO                                                 -               784
                                                                 --------------    --------------
        Net cash provided by (used in) investing activities            (20,626)           21,457
                                                                 --------------    --------------
Financing activities:
  Net increase in deposits                                              17,517             6,891
  Net decrease in Fed funds purchased                                        -              (500)
  Payments of principal on long-term debt agreements                       (16)           (1,014)
  Repurchase of common stock                                              (190)           (2,710)
  Cash dividends - Common                                               (2,802)           (2,831)
  Exercise of common stock options                                         201               318
                                                                 --------------    --------------
        Net cash provided by financing activities                       14,710               154
                                                                 --------------    --------------
        Increase in cash and cash equivalents                            3,930            29,503
Cash and cash equivalents at beginning of period                        77,964            58,190
                                                                 --------------    --------------
Cash and cash equivalents at end of period                            $ 81,894          $ 87,693
                                                                 ==============    ==============
Supplemental information
  Cash paid for taxes                                                  $ 2,000           $ 3,100
  Cash paid for interest                                               $ 7,291          $ 13,214



See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

</TABLE>


<PAGE>


Item 1.  Notes to Unaudited Condensed Consolidated Financial Statements

Note A - Basis of Presentation

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

The  interim  results  for the six months  ended June 30,  2002 and 2001 are not
necessarily  indicative of results for the full year. It is suggested that these
financial  statements be read in conjunction  with the financial  statements and
the notes  included in the Company's  Annual Report for the year ended  December
31, 2001.

Certain amounts previously  reported in the 2001 financial  statements have been
reclassified to conform to the 2002 presentation.  These  reclassifications  did
not affect previously reported net income or total shareholders' equity.

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standard No. 141, "Business  Combinations" (SFAS 141),
and  Statement of Financial  Accounting  Standard No. 142,  "Goodwill  and Other
Intangible  Assets" (SFAS 142).  SFAS 141 requires  that the purchase  method of
accounting be used for all business  combinations  initiated after June 30, 2001
and specifies  criteria that  intangible  assets  acquired in a purchase  method
business  combination  must  meet  to be  recognized  and  reported  apart  from
goodwill.  SFAS 142 requires that goodwill and intangible assets with indefinite
useful  lives no longer be  amortized  after 2001,  but instead be  periodically
evaluated  for  impairment.  Intangible  assets with  definite  useful lives are
required to be amortized over their  respective  estimated useful lives to their
estimated residual values, and also reviewed for impairment.

Effective  January 1, 2002,  the Company was required to adopt the provisions of
SFAS 142. Accordingly,  any goodwill and any intangible asset determined to have
an indefinite useful life that are acquired in a purchase  business  combination
will not be  amortized,  but will  continue to be evaluated  for  impairment  in
accordance  with the  appropriate  accounting  literature.  The Company was also
required to reassess the useful lives and residual values of all such intangible
assets and make any necessary amortization period adjustments by March 31, 2002.
No such adjustments were required to be made.

In  addition,  to the  extent an  intangible  asset is  identified  as having an
indefinite  useful life, the Company was required to test the  intangible  asset
for impairment in the first quarter of 2002. The Company has no intangibles with
indefinite useful life.

As of the date of  adoption,  the Company  had  identifiable  intangible  assets
consisting of core deposit premiums and minimum pension liability.  Core deposit
premiums are amortized  using an accelerated  method over a period of ten years.
Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon  actuarial  estimates.  The Company  has no goodwill  (unidentifiable
intangible  assets).  As of June 30, 2002 and December 31, 2001, the Company had
unamortized  core deposit  premiums of $4,097,000 and $4,553,000,  respectively.
Amortization  of core deposit  premiums was $454,000 during the first six months
of 2002 and 2001.  Core deposit  premiums are scheduled to amortize at a rate of
$228,000 per quarter through the quarter ended December 31, 2006.

<PAGE>

Note B - Comprehensive Income

For the  Company,  comprehensive  income  includes  net income  reported  on the
statement  of  income,  changes  in the  fair  value  of its  available-for-sale
investments  and  changes  in  minimum  pension  liability   reported  as  other
comprehensive  income. The following table presents net income adjusted by these
elements to determine total comprehensive income (in thousands).


                                         Three months ended     Six months ended
                                               June 30,              June 30,
                                           2002      2001       2002       2001
Net income                               $ 3,365   $ 2,837    $ 6,694   $ 5,816
Net change in unrealized gains (losses)
  on securities available-for-sale         2,004      (172)     2,048       284
Net change in minimum
  pension liability                            -      (360)         -      (360)
                                         --------  --------   --------  --------
Comprehensive income                     $ 5,369   $ 2,305    $ 8,742   $ 5,740
                                         ========  ========   ========  ========


<PAGE>


Note C - Earnings per Share

The Company's basic and diluted  earnings per share are as follows (in thousands
except per share data):
                                                Three Months Ended June 30, 2002
                                                           Weighted
                                                            Average   Per-Share
                                                  Income    Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders     $3,365    7,011,306    $0.48
Common stock options outstanding                    --        202,494
                                                            ---------
Diluted Earnings per Share
  Net income available to common shareholders     $3,365    7,213,800    $0.47
                                                  ======    =========

                                                Three Months Ended June 30, 2001
                                                           Weighted
                                                            Average   Per-Share
                                                  Income    Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders     $2,837    7,078,085    $0.40
Common stock options outstanding                    --        132,268
                                                            ---------
Diluted Earnings per Share
  Net income available to common shareholders     $2,837    7,210,353    $0.39
                                                  ======    =========

                                                 Six Months Ended June 30, 2002
                                                           Weighted
                                                            Average   Per-Share
                                                  Income    Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders     $6,694    7,001,945    $0.96
Common stock options outstanding                    --        163,908
                                                            ---------
Diluted Earnings per Share
  Net income available to common shareholders     $6,694    7,165,853    $0.93
                                                  ======    =========

                                                 Six Months Ended June 30, 2001
                                                           Weighted
                                                            Average   Per-Share
                                                  Income    Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders     $5,816    7,109,299    $0.82
Common stock options outstanding                    --        130,553
                                                            ---------
Diluted Earnings per Share
  Net income available to common shareholders     $5,816    7,239,852    $0.80
                                                  ======    =========

<PAGE>


Note D - Business Segments

The Company is principally  engaged in traditional  community banking activities
provided  through its twenty-nine  branches and eight in-store  branches located
throughout Northern California.  Community banking activities include the Bank's
commercial and retail  lending,  deposit  gathering and investment and liquidity
management  activities.  In addition to its community banking services, the Bank
offers investment brokerage and leasing services.

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

Summarized financial information concerning the Bank's reportable segments is as
follows (in thousands):
                                      Community
                                       Banking          Other         Total
Three Months Ended June 30, 2002
Net interest income                     $12,643          $253        $12,896
Noninterest income                        3,064           879          3,943
Noninterest expense                      10,401           562         10,963
Net income                                3,011           354          3,365
Assets                               $1,012,726       $16,835     $1,029,561

Three Months Ended June 30, 2001
Net interest income                     $11,749          $255        $12,004
Noninterest income                        2,944           633          3,577
Noninterest expense                       9,787           446         10,233
Net income                                2,623           214          2,837
Assets                                 $965,400       $14,893       $980,293

Six Months Ended June 30, 2002
Net interest income                     $25,105          $486        $25,591
Noninterest income                        6,275         1,494          7,769
Noninterest expense                      20,304         1,061         21,365
Net income                                6,124           570          6,694
Assets                               $1,012,726       $16,835     $1,029,561

Six Months Ended June 30, 2001
Net interest income                     $22,910          $451        $23,361
Noninterest income                        7,279         1,326          8,605
Noninterest expense                      19,057           915         19,972
Net income                                5,400           416          5,816
Assets                                 $965,400       $14,893       $980,293



<PAGE>


Note E - Noninterest Income

Included  in the  results  for the six months  ended June 30, 2001 and the three
months  ended March 31, 2001 is a one-time  pre-tax  income item of  $1,756,000.
This one-time item represents the realized gain recorded by the Company upon the
sale of 88,796 common shares of John Hancock Financial Services,  Inc. (JHF) for
proceeds of $3,265,000.


Note F - Stock Repurchase Plan

On March 15, 2001, the Company  announced the completion of its stock repurchase
plan  initially  announced on July 20, 2000.  Under this  repurchase  plan,  the
Company  repurchased  a total of 150,000  shares of which  110,000  shares  were
repurchased since December 31, 2000.

On  October  19,  2001,  the  Company  announced  the  completion  of its  stock
repurchase  plan initially  announced on March 15, 2001.  Under this  repurchase
plan, the Company repurchased a total of 150,000 shares.

Also on October 19,  2001,  the Company  announced  that its Board of  Directors
approved  a new  plan  to  repurchase,  as  conditions  warrant,  up to  150,000
additional  shares of the  Company's  stock on the open  market or in  privately
negotiated transactions.  The timing of purchases and the exact number of shares
to be purchased will depend on market conditions.  The 150,000 shares covered by
this repurchase  plan represent  approximately  2.2% of the Company's  6,992,080
common  shares  outstanding  on October 19, 2001.  As of December 31, 2001,  the
Company  repurchased  108,800  shares  under this new plan.  During the quarters
ended March 31, 2002 and June 30,  2002,  the Company  repurchased  10,000 and 0
shares under this new plan, respectively.

Note G - Shareholder Rights Plan

On June 25, 2001, the Company  announced that its Board of Directors adopted and
entered  into a  Shareholder  Rights  Plan  designed  to  protect  and  maximize
shareholder  value and to assist the Board of  Directors  in  ensuring  fair and
equitable  benefit to all  shareholders in the event of a hostile bid to acquire
the Company.

The Company  adopted this Rights Plan to protect  stockholders  from coercive or
otherwise unfair takeover  tactics.  In general terms, the Rights Plan imposes a
significant  penalty  upon any person or group that  acquires 15% or more of the
Company's  outstanding  common stock without the approval of the Company's Board
of  Directors.  The Rights Plan was not adopted in response to any known attempt
to acquire control of the Company.

Under the Rights  Plan, a dividend of one  Preferred  Stock  Purchase  Right was
declared  for each  common  share held of record as of the close of  business on
July 10, 2001.  No separate  certificates  evidencing  the Rights will be issued
unless and until they become exercisable.

The Rights  generally  will not become  exercisable  unless an acquiring  entity
accumulates or initiates a tender offer to purchase 15% or more of the Company's
common stock. In that event, each Right will entitle the holder,  other than the
unapproved acquirer and its affiliates,  to purchase either the Company's common
stock or shares in an acquiring entity at one-half of market value.

The Right's initial exercise price,  which is subject to adjustment,  is $49.00.
The Company's Board of Directors generally will be entitled to redeem the Rights
at a redemption price of $.01 per Right until an acquiring entity acquires a 15%
position. The Rights expire on July 10, 2011.


<PAGE>


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

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

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

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,  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.  (See  caption  "Allowance  for  Loan  Losses"  for a more  detailed
discussion).

The  following   discussion  and  analysis  is  designed  to  provide  a  better
understanding  of the significant  changes and trends related to the Company and
its subsidiaries'  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.

Overview

The Company had earnings of $3,365,000  for the quarter ended June 30, 2002. The
quarterly earnings represent an 18.6% increase over the $2,837,000  reported for
the same period of 2001.  Diluted  earnings per share for the second  quarter of
2002 were $0.47 versus $0.39 in the year  earlier  period.  Earnings for the six
months  ended  June  30,  2002  were  $6,694,000  versus  year  ago  results  of
$5,816,000,  and  represented a 15.1% increase.  The diluted  earnings per share
were  $0.93 and $0.80 for the  respective  six-month  periods.  Included  in the
results for the three  months ended March 31, 2001 and the six months ended June
30, 2001, was a one-time  pre-tax gain of $1,756,000  from the sale of insurance
company stock.  Excluding the one-time gain noted above,  the Company would have
reported  diluted earnings per share of $0.93 and $0.65 in the six month periods
ended June 30, 2002 and 2001, respectively.

<PAGE>

The  improvement  in results  from the  year-ago  quarter  was due to a $930,000
(7.6%) increase in fully  tax-equivalent  net interest income to $13,222,000,  a
$275,000  (35.5%)  decrease  in  provision  for loan losses to  $500,000,  and a
$366,000   (10.2%)   increase  in  noninterest   income  to  $3,943,000.   These
contributing  factors were  partially  offset by a $730,000  (7.1%)  increase in
noninterest expense to $10,963,000 for the quarter ended June 30, 2002.

The improvement in results for the six month period ended June 30, 2002 compared
to the  results  for the six  month  period  ended  June  30,  2001 was due to a
$2,283,000  (9.5%)  increase  in fully  tax-equivalent  net  interest  income to
$26,222,000,  a  $1,350,000  (50.9%)  decrease in  provision  for loan losses to
$1,300,000,  and a $920,000 (13.4%) increase in noninterest income to $7,769,000
from  $6,849,000  for the six months  ended June 30,  2001,  and  excluding  the
one-time gain of $1,756,000 from the sale of insurance  company stock in the six
months ended June 30, 2001. These contributing  factors were partially offset by
a $1,393,000  (7.0%) increase in noninterest  expense to $21,365,000 for the six
months ended June 30, 2002.

During the quarters  ended June 30, 2002 and 2001,  the  Company's  net interest
margin was 5.74% and 5.59%,  respectively,  on  interest-earning  asset balances
averaging  $921,486,000 and $880,068,000,  respectively.  These  improvements in
both net  interest  margin and interest  earning  asset  balances  resulted in a
$930,000  (7.6%)  increase  in  fully  tax-equivalent  net  interest  income  to
$13,222,000  in the quarter ended June 30, 2002 compared to  $12,292,000  in the
quarter ended June 30, 2001.

During the six months ended June 30, 2002 and 2001,  the  Company's net interest
margin was 5.75% and 5.45%,  respectively,  on  interest-earning  asset balances
averaging  $912,041,000 and $878,299,000,  respectively.  These  improvements in
both net  interest  margin and interest  earning  asset  balances  resulted in a
$2,283,000  (9.5%)  increase  in fully  tax-equivalent  net  interest  income to
$26,222,000 in the six months ended June 30, 2002 compared to $23,939,000 in the
six months ended June 30, 2001.

Provision  for loan losses for the second  quarter of 2002 was  $500,000  versus
$775,000 in the same quarter in 2001.  The Company had net loan  charge-offs  of
$224,000  in the  second  quarter  of 2002  compared  to  $196,000  of net  loan
charge-offs  in the same period of 2001.  Nonperforming  loans were  $9,533,000,
$6,050,000,  and $5,994,000 as of June 30, 2002, December 31, 2001, and June 30,
2001, respectively,  net of U.S. Government and U.S. Government sponsored agency
guarantees of $8,801,000,  $387,000, and $950,000,  respectively. As of June 30,
2002 and 2001,  the ratio of allowance  for loan losses to total loans was 2.03%
and 1.80%, respectively.

Provision for loan losses for the six months ended June 30, 2002 was  $1,300,000
versus  $2,650,000  in the six months ended June 30,  2001.  The Company had net
loan charge-offs of $745,000 in the first half of 2002 compared to $2,400,000 of
net loan charge-offs in the same period of 2001.

Noninterest income increased $366,000 (10.2%) to $3,943,000 in the quarter ended
June 30, 2002 from  $3,577,000 in the quarter ended June 30, 2001.  The increase
in  noninterest  income from the  year-ago  quarter was mainly due to a $190,000
(34.6%) increase in commissions on sales of non-deposit  investment  products to
$738,000,  an $83,000  (23.4%)  increase in ATM fees to $438,000,  and a $61,000
(12.7%) increase in gain on sale of loans to $539,000.

<PAGE>

For the six months ended June 30,  2002,  noninterest  income was down  $836,000
(9.7%) over the same period for 2001.  Included in the results of the six months
ended June 30,  2001,  and the three  months ended March 31, 2001 was a one-time
pre-tax  income item of  $1,756,000  from the sale of insurance  company  stock.
Excluding this one-time event,  noninterest income for the six months ended June
30, 2002 would have increased  $920,000 (13.4%) to $7,769,000 from 6,849,000 for
the six  months  ended  June 30,  2001.  Service  charges  and fee income was up
$144,000  (3.6%) to $4,114,000  mainly due to increased  ATM fees.  Other income
increased  $776,000 (27.0%) to $3,655,000.  Accounting for the increase in other
income was a $704,000 (88.2%) increase in gain on sale of loans from $798,000 to
$1,502,000,  and a  $92,000  (7.8%)  increase  in  commissions  on the  sale  of
insurance, mutual funds and annuities from $1,185,000 to $1,277,000.

Noninterest  expense  increased  $730,000  (7.1%) to  $10,963,000 in the quarter
ended June 30, 2002 from  $10,233,000  in the quarter ended June 30, 2001.  This
increase in noninterest expense was mainly due to a $566,000 (10.9%) increase in
salary and benefit expense to $5,773,000. Compared to the year-ago quarter, base
salaries were up $163,000 (4.6%) to $3,704,000 while commissions and other sales
incentives  were  up  $305,000  (57.0%)  to  $839,000,  and  benefits  including
retirement  expense,  insurance,  and  payroll  taxes were up $97,000  (8.9%) to
$1,189,000  in the quarter  ended June 30, 2002.  Average  full-time  equivalent
employees  were up 30 (7.5%) to 428 during the quarter  ended June 30, 2002 from
398 during the year-ago quarter.

For the first six  months of 2002,  noninterest  expenses  increased  $1,393,000
(7.0%) to $21,365,000  compared to $19,972,000 for the six months ended June 30,
2001.  Salary and benefit expense increased  $1,178,000  (11.4%) to $11,512,000.
Base salary expense  increased  $315,000  (4.5%) due to a 27 (6.8%)  increase in
average  full-time  equivalent  employees  to 422.  Commissions  and other sales
incentives  were up  $541,000  (47.1%) to  $1,690,000,  and  benefits  including
retirement  expense,  insurance,  and payroll taxes were up $321,000  (15.2%) to
$2,431,000  in the six months ended June 30, 2002.  Other  noninterest  expenses
increased $215,000 (2.2%) to $9,853,000.

Assets of the Company  totaled  $1,029,561,000  at June 30, 2002, and represents
increases of  $24,114,000  (2.4%) from  $1,005,447  at December  31,  2001,  and
$49,268,000 (5.0%) from $980,293,000 at June 30, 2001.

As of June 30, 2002, on an annualized  basis,  the Company  realized a return on
assets of 1.34% and a return on equity of 14.80%  versus 1.21% and 13.48% in the
first half of 2001. As of June 30, 2002,  TriCo  Bancshares had a Tier 1 capital
ratio of 10.8% and a total risk-based capital ratio of 12.0%.

The  following  tables  provide a summary  of the major  elements  of income and
expense for the second  quarter of 2002 compared with the second quarter of 2001
and for the first six months of 2002 compared with the first six months of 2001.


<PAGE>

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

                                             Three months
                                            ended June 30,         Percentage
                                          2002          2001         Change
                                                                    increase
                                                                   (decrease)
Interest income                         $ 16,401      $ 18,615        -11.9%
Interest expense                           3,179         6,323        -49.7%
                                      -----------   -----------

Net interest income                       13,222        12,292          7.6%

Provision for loan losses                    500           775        -35.5%
                                      -----------   -----------

Net interest income after
  provision for loan losses               12,722        11,517         10.5%

Noninterest income                         3,943         3,577         10.2%
Noninterest expenses                      10,963        10,233          7.1%
                                      -----------   -----------

Net income before income taxes             5,702         4,861         17.3%
Income taxes                               2,011         1,736         15.8%
Tax equivalent adjustment1                   326           288         13.2%
                                      -----------   -----------

Net income                               $ 3,365       $ 2,837         18.6%
                                      ===========   ===========

Diluted earnings per common share         $ 0.47        $ 0.39         20.5%



1Interest on tax-free securities is reported on a tax equivalent basis of 1.57
and 1.52 for June 30, 2002 and 2001, respectively.

<PAGE>

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

                                              Six months
                                            ended June 30,         Percentage
                                          2002          2001         Change
                                                                    increase
                                                                   (decrease)
Interest income                         $ 32,664      $ 37,457       -12.8%
Interest expense                           6,442        13,518       -52.3%
                                      -----------   -----------

Net interest income                       26,222        23,939         9.5%

Provision for loan losses                  1,300         2,650       -50.9%
                                      -----------   -----------

Net interest income after
  provision for loan losses               24,922        21,289        17.1%

Noninterest income                         7,769         8,605        -9.7%
Noninterest expenses                      21,365        19,972         7.0%
                                      -----------   -----------

Net income before income taxes            11,326         9,922        14.2%
Income taxes                               4,001         3,528        13.4%
Tax equivalent adjustment1                   631           578         9.2%
                                      -----------   -----------

Net income                               $ 6,694       $ 5,816        15.1%
                                      ===========   ===========

Diluted earnings per common share         $ 0.93        $ 0.80        16.3%


1Interest on tax-free securities is reported on a tax equivalent basis of 1.57
and 1.52 for June 30, 2002 and 2001, respectively.


<PAGE>


Net Interest Income / Net Interest Margin

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

Throughout the first six months of 2002, the Fed Reserve Bank maintained the Fed
funds  target rate 1.75%.  In  comparison,  the Fed funds  target rate fell from
6.50% to 3.75% during the first six months of 2001. The Fed funds target rate is
an important rate because the prime lending rate generally  tracks the Fed funds
rate,  and the interest  rates on most of the Company's  variable rate loans are
tied to the prime  lending  rate.  When the Fed funds  target  rate  changes  as
drastically as it has, the Company must be able to appropriately adjust the rate
it pays on its deposits,  or the mix of its  deposits,  if it is to maintain its
net interest margin at a high level.  Through out 2001, and during the first six
months of 2002,  the Company has been  successful in adjusting its deposit rates
and the mix of its deposit in order to  maintain  its net  interest  margin at a
relatively high level.

For  the  three  months  ended  June  30,  2002,  interest  income  on  a  fully
tax-equivalent  basis decreased $2,214,000 (11.9%) over the same period in 2001.
The average  balance of total earning assets was higher by  $41,418,000  (4.7%).
Average loan and securities  balances were up $9,933,000  (1.6%) and $42,741,000
(22.3%),  respectively,   while  average  Fed  funds  sold  balances  were  down
$11,256,000 (22.6%).  The average yield on loans,  securities and Fed funds sold
was lower by 132, 104 and 265 basis points  respectively.  The overall  yield on
average earning assets decreased 134 basis points to 7.12%.

For the second quarter of 2001,  interest expense decreased  $3,144,000  (49.7%)
over  the  year  earlier  period.   The  average  balance  of   interest-bearing
liabilities was up $20,772,000 (2.9%). The average rate paid on interest bearing
liabilities decreased 182 basis points to 1.74% from the year-ago quarter.

The combined effect of the decreases in interest income and interest expense for
the second  quarter of 2002  versus  2001  resulted  in an  increase of $930,000
(7.6%) in fully  tax-equivalent  net interest income.  Fully  tax-equivalent net
interest  margin was up 15 basis points to 5.74% from 5.59% for the same periods
in 2002 and 2001.

The  six-month  period  ending June 30,  2002,  reflects a fully  tax-equivalent
interest income decrease of $4,793,000 (12.8%) over the same period in 2001. The
average  balance  of total  earning  assets was  higher by  $33,742,000  (3.8%).
Average loan and securities  balances were up $9,637,000 (1.53%) and $25,057,000
(12.4%), respectively,  while average fed funds sold balances were down $952,000
(2.4%).  The average yield on loans,  securities and Fed funds sold was lower by
132, 104 and 304 basis points respectively. The overall yield on average earning
assets decreased 137 basis points to 7.16%.

Interest expense for the six-month period end June 30, 2002 decreased $7,076,000
(52.4%)   from  the  same  period  in  2001.   The  average   balance  of  total
interest-bearing liabilities increased $13,678,000 (1.9%). The average rate paid
on total interest-bearing liabilities decreased 202 basis points to 1.78%.

<PAGE>

The net effect of the  decreases  in fully  tax-equivalent  interest  income and
interest expense for the first six months of 2002 versus 2001 was an increase of
$2,283,000   (9.5%)  in  fully   tax-equivalent   net  interest  income.   Fully
tax-equivalent  net  interest  margin  increased  30 basis  points to 5.75% from
5.45%.

The  following  four tables  provide  summaries of the  components  of the fully
tax-equivalent  interest income,  interest expense and fully  tax-equivalent net
interest  margin on earning  assets for the quarter and six month  periods ended
June 30, 2002 versus the same periods in 2001.


<PAGE>
<TABLE>
<CAPTION>

                                                     TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                    Three Months Ended
                                              June 30, 2002                                    June 30, 2001

                                Average          Income/        Yield/           Average         Income/         Yield/
                                Balance1         Expense        Rate             Balance1        Expense         Rate
<S>                                 <C>             <C>              <C>             <C>            <C>               <C>
Assets
Earning assets
  Loan 2,3                          $ 648,618       $ 13,046         8.05%           $638,685       $ 14,968          9.37%
  Securities4                         234,216          3,188         5.44%            191,475          3,100          6.48%
  Federal funds sold                   38,652            167         1.73%             49,908            547          4.38%
                                --------------   ------------   -----------      -------------   ------------    -----------
    Total earning assets              921,486         16,401         7.12%            880,068         18,615          8.46%
                                                 ------------                                    ------------
Cash and due from bank                 45,100                                          39,940
Premises and equipment                 16,260                                          16,955
Other assets,net                       40,443                                          40,965
Less:  allowance
  for loan losses                     (13,562)                                        (11,605)
                                --------------                                   -------------
      Total                       $ 1,009,727                                        $966,323
                                ==============                                   =============
Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                   $ 173,782            114         0.26%           $150,471            435          1.16%
  Savings deposits                    256,153            675         1.05%            216,534          1,163          2.15%
  Time deposits                       277,202          2,068         2.98%            309,439          4,218          5.45%
Long-term debt                         23,109            322         5.57%             33,030            507          6.14%
                                --------------   ------------   -----------      -------------   ------------    -----------
   Total interest-bearing
      liabilities                     730,246          3,179         1.74%            709,474          6,323          3.56%
                                                 ------------                                    ------------
Noninterest-bearing deposits          172,442                                         154,336
Other liabilities                      15,610                                          16,172
Shareholders' equity                   91,429                                          86,341
                                --------------                                   -------------
    Total liabilities
      and shareholders' equity    $ 1,009,727                                        $966,323
                                ==============                                   =============
Net interest rate spread5                                            5.38%                                            4.90%
Net interest income/net                             $ 13,222                                        $ 12,292
                                                 ============                                    ============
  interest margin6                                     5.74%                                           5.59%
                                                 ============                                    ============

</TABLE>


1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income  on loans  includes  fees on  loans  of $997,000  in  2002  and
   $772,000 in 2001.
4Interest income  is stated on  a tax equivalent  basis of 1.57 and 1.52 at June
   30, 2002 and 2001, respectively.
5Net   interest   rate   spread  represents   the   average   yield   earned  on
   interest-earning  assets  less the  average  rate  paid  on  interest-bearing
   liabilities.
6Net  interest margin  is computed  by dividing  net  interest  income  by total
   average earning assets.


<PAGE>
<TABLE>
<CAPTION>


                                                     TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                     Six Months Ended
                                              June 30, 2002                                    June 30, 2001

                                Average          Income/         Yield/          Average         Income/        Yield/
                                Balance1         Expense         Rate            Balance1        Expense        Rate
<S>                                 <C>              <C>             <C>            <C>              <C>             <C>
Assets
Earning assets
  Loan 2,3                          $ 645,350        $26,054         8.07%          $ 635,713        $29,861         9.39%
  Securities4                         227,504          6,277         5.52%            202,447          6,645         6.56%
  Federal funds sold                   39,187            333         1.70%             40,139            951         4.74%
                                --------------   ------------    ----------      -------------   ------------   -----------
    Total earning assets              912,041         32,664         7.16%            878,299         37,457         8.53%
                                                 ------------                                    ------------
Cash and due from bank                 44,504                                          40,229
Premises and equipment                 16,309                                          16,923
Other assets,net                       40,646                                          40,388
Less:  allowance
  for loan losses                     (13,401)                                        (12,020)
                                --------------                                   -------------
      Total                       $ 1,000,099                                       $ 963,819
                                ==============                                   =============
Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                   $ 172,694            235         0.27%          $ 151,428            957         1.26%
  Savings deposits                    254,916          1,355         1.06%            217,418          2,787         2.56%
  Time deposits                       273,947          4,211         3.07%            308,959          8,762         5.67%
Long-term debt                         23,030            641         5.57%             33,109          1,012         6.11%
                                --------------   ------------    ----------      -------------   ------------   -----------
   Total interest-bearing
      liabilities                     724,587          6,442         1.78%            710,914         13,518         3.80%
                                                 ------------                                    ------------
Noninterest-bearing deposits          169,747                                         150,978
Other liabilities                      15,298                                          15,610
Shareholders' equity                   90,467                                          86,317
                                --------------                                   -------------
    Total liabilities
      and shareholders' equity    $ 1,000,099                                       $ 963,819
                                ==============                                   =============
Net interest rate spread5                                            5.38%                                           4.73%
Net interest income/net                              $26,222                                         $23,939
                                                 ============                                    ============
  interest margin6                                     5.75%                                           5.45%
                                                 ============                                    ============

</TABLE>

1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income  on loans  includes  fees on  loans of  $1,973,000 in  2002 and
   $1,474,000 in 2001.
4Interest income is stated  on a tax  equivalent basis of 1.57  and 1.52 at June
   30, 2002 and 2001, respectively.
5Net   interest   rate   spread  represents  the   average   yield   earned   on
   interest-earning  assets  less  the  average  rate  paid  on interest-bearing
   liabilities.
6Net  interest  margin  is  computed  by dividing  net interest  income by total
   average earning assets.


<PAGE>



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

                       For the three months ended June30,
                                 2002 over 2001

                                                       Yield/
                                       Volume           Rate4          Total
                                    ----------       ---------       --------
Increase (decrease) in
  interest income:
    Loans 1,2                           $ 233        $ (2,155)        (1,922)
    Investment securities3                692            (604)            88
    Federal funds sold                   (123)           (257)          (380)
                                    ----------       ---------       --------
      Total                               802          (3,016)        (2,214)
                                    ----------       ---------       --------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                   67            (388)          (321)
    Savings deposits                      213            (701)          (488)
    Time deposits                        (439)         (1,711)        (2,150)
    Long-term debt                       (152)            (33)          (185)
                                    ----------       ---------       --------
      Total                              (311)         (2,833)        (3,144)
                                    ----------       ---------       --------

Increase in net interest income       $ 1,113          $ (183)         $ 930
                                    ==========       =========       ========


1Nonaccrual loans are included.
2Interest income on loans  includes fee income on loans  of $997,000 in 2002 and
   $772,000 in 2001.
3Interest income is stated  on a tax equivalent  basis of 1.57 and 1.52 for June
   30, 2002 and 2001, respectively.
4The rate/volume variance has been included in the rate variance.

<PAGE>

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

                        For the six months ended June 30,
                                 2002 over 2001

                                                      Yield/
                                     Volume            Rate4           Total
                                   ---------      -----------     -----------
Increase (decrease) in
  interest income:
    Loans 1,2                         $ 453         $ (4,260)       $ (3,807)
    Investment securities3              822           (1,190)           (368)
    Federal funds sold                  (23)            (595)           (618)
                                   ---------      -----------     -----------
      Total                           1,252           (6,045)         (4,793)
                                   ---------      -----------     -----------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                134             (856)           (722)
    Savings deposits                    481           (1,913)         (1,432)
    Time deposits                      (993)          (3,558)         (4,551)
    Long-term debt                     (308)             (63)           (371)
                                   ---------      -----------     -----------
      Total                            (686)          (6,390)         (7,076)
                                   ---------      -----------     -----------

Increase in net interest income     $ 1,938            $ 345         $ 2,283
                                   =========      ===========     ===========



1Nonaccrual loans are included.
2Interest income on loans includes fee income on loans of $1,973,000 in 2002 and
   $1,474,000 in 2001.
3Interest income  is stated on a tax equivalent  basis of 1.57 and 1.52 for June
   30, 2002 and 2001, respectively.
4The rate/volume variance has been included in the rate variance.


<PAGE>


Provision for Loan Losses

The Bank provided  $500,000 for loan losses in the second quarter of 2002 versus
$775,000 in 2001.  Net  charge-offs  for all loans in the second quarter of 2002
totaled $224,000 versus $196,000 in the year earlier period.

For the six months ended June 30, 2002 and 2001,  the Bank  provided  $1,300,000
and  $2,650,000 for loan losses,  respectively.  Net  charge-offs  for all loans
during the six months ended June 30, 2002 and 2001 were $745,000 and $2,400,000,
respectively.  Included in the net charge-offs  during the six months ended June
30, 2001 is $2,000,000 of charge offs related to a single borrower.

Noninterest Income

Noninterest income increased $366,000 (10.2%) to $3,943,000 in the quarter ended
June 30, 2002 from  $3,577,000 in the quarter ended June 30, 2001.  The increase
in  noninterest  income from the  year-ago  quarter was mainly due to a $190,000
(34.6%) increase in commissions on sales of non-deposit  investment  products to
$738,000,  an $83,000  (23.4%)  increase in ATM fees to $438,000,  and a $61,000
(12.7%) increase in gain on sale of loans to $539,000.

For the six months ended June 30,  2002,  noninterest  income was down  $836,000
(9.7%) over the same period for 2001.  Included in the results of the six months
ended June 30,  2001,  and the three  months ended March 31, 2001 was a one-time
pre-tax  income item of  $1,756,000  from the sale of insurance  company  stock.
Excluding this one-time event,  noninterest income for the six months ended June
30, 2002 would have increased  $920,000 (13.4%) to $7,769,000 from 6,849,000 for
the six  months  ended  June 30,  2001.  Service  charges  and fee income was up
$144,000  (3.6%) to $4,114,000  mainly due to increased  ATM fees.  Other income
increased  $776,000 (27.0%) to $3,655,000.  Accounting for the increase in other
income was a $704,000 (88.2%) increase in gain on sale of loans from $798,000 to
$1,502,000,  and a  $92,000  (7.8%)  increase  in  commissions  on the  sale  of
insurance, mutual funds and annuities from $1,185,000 to $1,277,000.

Noninterest Expense

Noninterest  expense  increased  $730,000  (7.1%) to  $10,963,000 in the quarter
ended June 30, 2002 from  $10,233,000  in the quarter ended June 30, 2001.  This
increase in noninterest expense was mainly due to a $566,000 (10.9%) increase in
salary and benefit expense to $5,773,000. Compared to the year-ago quarter, base
salaries were up $163,000 (4.6%) to $3,704,000 while commissions and other sales
incentives  were  up  $305,000  (57.0%)  to  $839,000,  and  benefits  including
retirement  expense,  insurance,  and  payroll  taxes were up $97,000  (8.9%) to
$1,189,000  in the quarter  ended June 30, 2002.  Average  full-time  equivalent
employees  were up 30 (7.5%) to 428 during the quarter  ended June 30, 2002 from
398 during  the  year-ago  quarter.  Compared  to the  year-ago  quarter,  other
noninterest  expenses increased $164,000 (3.3%) to $5,190,000 during the quarter
ended June 30, 2002.

For the first six  months of 2002,  noninterest  expenses  increased  $1,393,000
(7.0%) to $21,365,000  compared to $19,972,000 for the six months ended June 30,
2001.  Salary and benefit expense increased  $1,178,000  (11.4%) to $11,512,000.
Base salary expense  increased  $315,000  (4.5%) due to a 27 (6.8%)  increase in
average  full-time  equivalent  employees  to 422.  Commissions  and other sales
incentives  were up  $541,000  (47.1%) to  $1,690,000,  and  benefits  including
retirement  expense,  insurance,  and payroll taxes were up $321,000  (15.2%) to
$2,431,000  in the six months ended June 30, 2002.  Other  noninterest  expenses
increased $215,000 (2.2%) to $9,853,000.

<PAGE>

Provision for Income Taxes

The  effective  tax rate for the six months  ended  June 30,  2002 was 37.4% and
reflects a decrease from 37.8% in the year earlier period.

Loans

At June 30, 2002,  loan balances were  $9,042,000  (1.4%) higher than the ending
balances at June 30, 2001 and $13,068,000 (2.0%) higher than the ending balances
at December 31, 2001. On a  year-over-year  basis at June 30,  consumer and real
estate  construction  loan  balances  were  higher by  $35,150,000  (25.8%)  and
$840,000 (2.1%), respectively. Commercial and real estate mortgage loan balances
were lower by $12,547,000 (8.3%) and $14,401,000 (4.3%), respectively.

Securities

At June 30, 2002, securities available-for-sale had a fair value of $234,544,000
and an amortized cost of $231,082,000.  This portfolio contained mortgage-backed
securities with an amortized cost of $137,693,000 of which $8,964,000 were CMOs.
At June 30, 2002, the Company had no securities classified as held-to-maturity.


<PAGE>


Nonperforming Loans

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,  have  increased  $3,483,000  (56.9%) to  $9,604,000  in the first six
months of 2002.  Nonperforming assets net of guarantees represent 0.93% of total
assets.  Included in the balance of nonaccrual loans at June 30, 2002, are loans
to one agriculture related borrower totaling  $10,952,000 of which $8,444,000 is
guaranteed by a U.S. Government sponsored agency as to principal and ninety days
of interest. To date, the borrower has paid principal and interest in accordance
with the terms of the loans,  however,  due to the  financial  condition  of the
borrower the Company has placed the loans in nonaccrual  status.  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>

                                June 30, 2002                         December 31, 2001
(in thousands)                    Gross  Guaranteed    Net        Gross  Guaranteed    Net
                                ----------------------------     ---------------------------
<S>                                <C>       <C>      <C>          <C>        <C>      <C>
Nonaccrual loans                 $17,599   $ 8,801  $ 8,798      $ 5,853    $ 387   $ 5,466
Accruing loans past
  due 90 days or more                735         -      735          584        -       584
                                ----------------------------     ---------------------------

     Total nonperforming loans    18,334     8,801    9,533        6,437      387     6,050

Other real estate owned               71         -       71           71        -        71
                                ----------------------------     ---------------------------

     Total nonperforming assets  $18,405   $ 8,801  $ 9,604      $ 6,508    $ 387   $ 6,121
                                ============================     ===========================

Nonperforming loans to total loans                    1.44%                           0.92%
Allowance for loan losses to
  nonperforming loans                                  125%                            216%
Nonperforming assets to total assets                  0.96%                           0.61%
Allowance for loan losses to
  nonperforming assets                                 124%                            213%


</TABLE>

<PAGE>

Allowance for Loan Loss

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,
2001.


<PAGE>

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

                                             June 30,       June 30,
                                               2002           2001
                                                  (in thousands)
Balance, beginning of period                 $  13,058      $  11,670
Provision charged to operations                  1,300          2,650
Loans charged off                                 (843)        (2,537)
Recoveries of loans previously
  charged off                                       98            137
                                            -----------    -----------
Balance, end of period                       $  13,613      $  11,920
                                            ===========    ===========
Ending loan portfolio                        $ 671,800      $ 662,758
                                            ===========    ===========
Allowance to loans as a
  percentage of ending loan portfolio            2.03%          1.80%
                                            ===========    ===========


Equity

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

                                                                                     To Be Well
                                                                                  Capitalized Under
                                                                For Capital       Prompt Corrective
                                         Actual            Adequacy Purposes     Action Provisions
                                     Amount     Ratio        Amount     Ratio      Amount   Ratio
<S>                                  <C>       <C>            <C>       <C>        <C>        <C>
As of June 30, 2002 (amounts in thousands):
Total Capital to Risk Weighted Assets:
    Consolidated                     $96,188   12.01%       =>$64,093 =>8.0%     =>$80,116  =>10.0%
    Tri Counties Bank                $94,099   11.77%       =>$63,993 =>8.0%     =>$79,917  =>10.0%
Tier I Capital to Risk Weighted Assets:
    Consolidated                     $86,129   10.75%       =>$32,046 =>4.0%     =>$48,069  =>6.0%
    Tri Counties Bank                $84,065   10.52%       =>$31,967 =>4.0%     =>$47,949  =>6.0%
Tier I Capital to Average Assets:
    Consolidated                     $86,129    8.55%       =>$40,282 =>4.0%     =>$50,352  =>5.0%
    Tri Counties Bank                $84,065    8.36%       =>$40,204 =>4.0%     =>$50,255  =>5.0%

</TABLE>
<PAGE>

Liquidity

The  Company's  principal  source  of  asset  liquidity  is fed  funds  sold and
marketable investment securities available for sale. At June 30, 2002, fed funds
sold  and  investment  securities  available  for  sale  totaled  $262  million,
representing an increase of $19 million from December 31, 2001. In addition, the
Company  generates  additional  liquidity  from its  operating  activities.  The
Company's  profitability  during the first six months of 2002 and 2001 generated
cash flows from  operations  of $9.8  million  and $7.9  million,  respectively.
Additional  cash flows may be provided by financing  activities,  primarily  the
acceptance of deposits and  borrowings  from banks.  During the six months ended
June 30, 2002, sales & maturities of investment securities produced cash inflows
of $60.1 million.  Also,  during the six months ended June 30, 2002, the Company
invested  $67.4  million and $12.3  million in  securities  and net loan growth.
These changes in investment  and loan balances  contributed to net cash used for
investing activities of $20.6 million during the six months ended June 30, 2002.
Financing  activities  provided net cash of $14.7 million  during the six months
ended June 30, 2002.  Deposit  balance  increases,  and exercise of common stock
options, accounted for $17.5 million and $201,000 of financing sources of funds,
respectively.  Dividends  paid and the  repurchase  of  common  stock  used $2.8
million  and  $190,000  of cash  during  the six  months  ended  June 30,  2002,
respectively.  Also, the Holding  Company's  liquidity is dependent on dividends
received  from  the  Bank.  Dividends  from  the Bank  are  subject  to  certain
regulatory restrictions.

Item 3.  Qualitative and Quantitative Disclosures about Market Risk

There have not been any  significant  changes in the market risk  profile of the
Bank since December 31, 2001.


                                     PART II
Other Information

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

         (a.)       Annual   Meeting  held  May  14,  2002.  Number  of   shares
                    represented in person or by proxy and constituting a quorum:

                    5,833,207  83%
                    ---------  ---

         (b.)       Election of directors
                                                   FOR
                                                   ---
                       William J. Casey         5,503,829
                       Craig S. Compton         5,505,231
                       Brian D. Leidig          5,505,191
                       Wendell J. Lundberg      5,505,393
                       Donald E. Murphy         5,505,431
                       Richard P. Smith         5,358,632
                       Robert H. Steveson       5,351,761
                       Carroll Taresh           5,494,826
                       Alex A. Vereschagin, Jr. 5,505,431

         (c.)       Ratify  the appointment  of KPMG LLP as  independent  public
                    accountants of the Company for 2002. Votes:
                    FOR 5,750,857,   AGAINST 1,866,   ABSTAIN 80,484
                        ---------            -----            ------

<PAGE>

      Item 6.      Exhibits and Reports on Form 8-K

         (a)  Exhibits

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

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

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

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

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

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

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

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

         99.1       CEO  Certification  Pursuant to 18 U.S.C.  Section  1350, as
                    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.

         99.2       CEO  Certification  Pursuant to 18 U.S.C.  Section  1350, as
                    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.

         * Previously filed


         (b)  Reports on Form 8-K:

                 None.

<PAGE>

                                   SIGNATURES



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


                                                          TRICO BANCSHARES



Date   08/13/02                                          /s/ Richard P. Smith
    --------------------                                 -----------------------
                                                         Richard P. Smith
                                                         President and Chief
                                                         Executive Officer


Date   08/13/02                                          /s/ Thomas J. Reddish
    --------------------                                 -----------------------
                                                         Thomas J. Reddish
                                                         Vice President and
                                                         Chief Financial Officer

<PAGE>

    Exhibits:
    ---------


       99.1    Certification  Pursuant  to  18 U.S.C. Section  1350, as  Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

               In connection  with the Quarterly Report of TriCo Bancshares (the
               "Company") on  Form 10-Q for the  period ending  June 30, 2002 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



       99.2    Certification  Pursuant  to  18 U.S.C. Section  1350, as  Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

               In connection  with the Quarterly Report of TriCo Bancshares (the
               "Company") on  Form 10-Q for the  period ending  June 30, 2002 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
               Vice President and Chief Financial Officer
[{"type": "10-Q", "sequence": "1", "filename": "tcb10q2q02.txt", "description": "TCBK - 06/30/02 FORM 10-Q", "secsgml_size_bytes": 91558}]
{"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": "02730275"}, "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"}}
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 June 30, 2002                   Commission file number 0-10661
-------------------------------                   ------------------------------

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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of August 12, 2002:  7,025,690
TRICO BANCSHARES
                                CONDENSED CONSOLIDATED BALANCE SHEETS
                                             (unaudited)
                                            (in thousands)

                                                                                     June 30,             December 31,
                                                                                 ------------------     ------------------
                                                                                       2002                   2001
Assets:
Cash and due from banks                                                                   $ 54,094               $ 59,264
Federal funds sold and repurchase agreements                                                27,800                 18,700
                                                                                 ------------------     ------------------
     Cash and cash equivalents                                                              81,894                 77,964
Securities available-for-sale                                                              234,544                224,590
Loans, net of allowance for loan losses
  of $13,613 and $13,058, respectively                                                     658,187                645,674
Premises and equipment, net                                                                 16,195                 16,457
Cash Value of Life Insurance                                                                14,927                 14,602
Other real estate owned                                                                         71                     71
Accrued interest receivable                                                                  5,419                  5,522
Intangible assets                                                                            4,615                  5,070
Other assets                                                                                13,709                 15,497
                                                                                 ------------------     ------------------
     Total assets                                                                      $ 1,029,561            $ 1,005,447
                                                                                 ==================     ==================

Liabilities:
Deposits:
 Noninterest-bearing demand                                                              $ 188,546              $ 190,386
 Interest-bearing demand                                                                   169,343                165,542
 Savings                                                                                   255,264                247,399
 Time certificates                                                                         284,757                277,066
                                                                                 ------------------     ------------------
     Total deposits                                                                        897,910                880,393
Accrued interest payable and other liabilities                                              15,589                 15,165
Long term borrowings                                                                        22,940                 22,956
                                                                                 ------------------     ------------------
     Total liabilities                                                                     936,439                918,514
Shareholders' equity:
Common stock                                                                                50,047                 49,679
Retained earnings                                                                           41,682                 37,909
Accumulated other comprehensive income (loss)                                                1,393                   (655)
                                                                                 ------------------     ------------------
     Total shareholders' equity                                                             93,122                 86,933
                                                                                 ------------------     ------------------
     Total liabilities and shareholders' equity                                        $ 1,029,561            $ 1,005,447
                                                                                 ==================     ==================

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
TRICO BANCSHARES
                                        CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                        (unaudited)
                                      (in thousands except earnings per common share)

                                                       For the three months                      For the six months
                                                          ended June 30,                           ended June 30,
                                                    2002                  2001                2002                2001
Interest income:
  Interest and fees on loans                          $ 13,046             $ 14,968            $ 26,054            $ 29,861
  Interest on investment
   securities-taxable                                    2,309                2,258               4,539               4,956
  Interest on investment
   securities-tax exempt                                   553                  554               1,107               1,111
  Interest on federal funds sold                           167                  547                 333                 951
                                               ----------------      ---------------      --------------      --------------
     Total interest income                              16,075               18,327              32,033              36,879
                                               ----------------      ---------------      --------------      --------------
Interest expense:
  Interest on deposits                                   2,857                5,816               5,801              12,506
  Interest on other borrowings                             322                  507                 641               1,012
                                               ----------------      ---------------      --------------      --------------
     Total interest expense                              3,179                6,323               6,442              13,518
                                               ----------------      ---------------      --------------      --------------
     Net interest income                                12,896               12,004              25,591              23,361
Provision for loan losses                                  500                  775               1,300               2,650
                                               ----------------      ---------------      --------------      --------------
    Net interest income after
     provision for loan losses                          12,396               11,229              24,291              20,711
Noninterest income:
  Service charges and fees                               2,141                2,097               4,114               3,970
  Gain on sale of insurance company stock                    -                    -                   -               1,756
  Other income                                           1,802                1,480               3,655               2,879
                                               ----------------      ---------------      --------------      --------------
     Total noninterest income                            3,943                3,577               7,769               8,605
                                               ----------------      ---------------      --------------      --------------
Noninterest expenses:
  Salaries and related expenses                          5,773                5,207              11,512              10,334
  Other, net                                             5,190                5,026               9,853               9,638
                                               ----------------      ---------------      --------------      --------------
     Total noninterest expenses                         10,963               10,233              21,365              19,972
                                               ----------------      ---------------      --------------      --------------
Net income before income taxes                           5,376                4,573              10,695               9,344
  Income taxes                                           2,011                1,736               4,001               3,528
                                               ----------------      ---------------      --------------      --------------
     Net income                                        $ 3,365              $ 2,837             $ 6,694             $ 5,816
                                               ================      ===============      ==============      ==============
Basic earnings per common share                         $ 0.48               $ 0.40              $ 0.96              $ 0.82
                                               ================      ===============      ==============      ==============
Diluted earnings per common share                       $ 0.47               $ 0.39              $ 0.93              $ 0.80
                                               ================      ===============      ==============      ==============

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                         CHANGES IN SHAREHOLDERS' EQUITY
                                   (unaudited)
                     (in thousands, except number of shares)

                                               Common stock                     Accumulated
                                         -------------------------                 Other
                                            Number                 Retained    Comprehensive                Comprehensive
                                           of shares     Amount    earnings    Income (Loss)      Total         Income
                                         -----------------------------------------------------------------------------------
Balance, December 31, 2001                 7,000,980    $49,679     $37,909        ($655)        $86,933
Exercise of Common Stock options              34,710        439                                      439
Repurchase of Common Stock                   (10,000)       (71)       (119)                        (190)
Common stock cash dividends                                          (2,802)                      (2,802)
Comprehensive income:
 Net income                                                           6,694                        6,694          $6,694
 Other comprehensive income:
   Change in unrealized loss
    on securities, net of tax                                                        2,048         2,048           2,048
                                                                                                           -----------------
Comprehensive income                                                                                              $8,742
                                         -----------------------------------------------------------------------------------
Balance, June 30, 2002                     7,025,690    $50,047     $41,682         $1,393       $93,122
                                         ------------------------------------------------------------------

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
TRICO BANCSHARES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited, in thousands)
                                                                       For the six months
                                                                         ended June 30,
                                                                     2002              2001
                                                                 --------------    --------------
Operating activities:
  Net income                                                           $ 6,694           $ 5,816
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                          1,300             2,650
      Provision for losses on other real estate owned                        -                18
      Depreciation and amortization                                      1,316             1,349
      Amortization of intangible assets                                    455               455
      Accretion and amortization of investment
           securities discounts and premiums, net                          702               100
      Deferred income taxes                                                (66)              169
      Investment security (gains) losses, net                                -            (1,756)
      Gain on sale of OREO                                                   -               (31)
      Gain on sale of loans                                             (1,502)             (798)
      Loss on sale of fixed assets                                          19                 8
      Decrease in interest receivable                                      103               994
      (Decrease) increase in interest payable                             (849)              304
      Decrease (increase) in other assets and liabilities                1,674            (1,386)
                                                                 --------------    --------------
        Net cash provided by operating activities                        9,846             7,892
                                                                 --------------    --------------
Investing activities:
  Proceeds from maturities of securities available-for-sale             60,067            43,044
  Proceeds from sales of securities available-for-sale                       -             3,265
  Purchases of securities available-for-sale                           (67,448)             (127)
  Proceeds from sale of fixed assets                                         8                 9
  Net increase in loans                                                (12,311)          (24,297)
  Purchases of premises and equipment                                     (942)           (1,221)
  Proceeds from sale of OREO                                                 -               784
                                                                 --------------    --------------
        Net cash provided by (used in) investing activities            (20,626)           21,457
                                                                 --------------    --------------
Financing activities:
  Net increase in deposits                                              17,517             6,891
  Net decrease in Fed funds purchased                                        -              (500)
  Payments of principal on long-term debt agreements                       (16)           (1,014)
  Repurchase of common stock                                              (190)           (2,710)
  Cash dividends - Common                                               (2,802)           (2,831)
  Exercise of common stock options                                         201               318
                                                                 --------------    --------------
        Net cash provided by financing activities                       14,710               154
                                                                 --------------    --------------
        Increase in cash and cash equivalents                            3,930            29,503
Cash and cash equivalents at beginning of period                        77,964            58,190
                                                                 --------------    --------------
Cash and cash equivalents at end of period                            $ 81,894          $ 87,693
                                                                 ==============    ==============
Supplemental information
  Cash paid for taxes                                                  $ 2,000           $ 3,100
  Cash paid for interest                                               $ 7,291          $ 13,214

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
Item 1.  Notes to Unaudited Condensed Consolidated Financial Statements

Note A - Basis of Presentation

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

The  interim  results  for the six months  ended June 30,  2002 and 2001 are not
necessarily  indicative of results for the full year. It is suggested that these
financial  statements be read in conjunction  with the financial  statements and
the notes  included in the Company's  Annual Report for the year ended  December
31, 2001.

Certain amounts previously  reported in the 2001 financial  statements have been
reclassified to conform to the 2002 presentation.  These  reclassifications  did
not affect previously reported net income or total shareholders' equity.

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standard No. 141, "Business  Combinations" (SFAS 141),
and  Statement of Financial  Accounting  Standard No. 142,  "Goodwill  and Other
Intangible  Assets" (SFAS 142).  SFAS 141 requires  that the purchase  method of
accounting be used for all business  combinations  initiated after June 30, 2001
and specifies  criteria that  intangible  assets  acquired in a purchase  method
business  combination  must  meet  to be  recognized  and  reported  apart  from
goodwill.  SFAS 142 requires that goodwill and intangible assets with indefinite
useful  lives no longer be  amortized  after 2001,  but instead be  periodically
evaluated  for  impairment.  Intangible  assets with  definite  useful lives are
required to be amortized over their  respective  estimated useful lives to their
estimated residual values, and also reviewed for impairment.

Effective  January 1, 2002,  the Company was required to adopt the provisions of
SFAS 142. Accordingly,  any goodwill and any intangible asset determined to have
an indefinite useful life that are acquired in a purchase  business  combination
will not be  amortized,  but will  continue to be evaluated  for  impairment  in
accordance  with the  appropriate  accounting  literature.  The Company was also
required to reassess the useful lives and residual values of all such intangible
assets and make any necessary amortization period adjustments by March 31, 2002.
No such adjustments were required to be made.

In  addition,  to the  extent an  intangible  asset is  identified  as having an
indefinite  useful life, the Company was required to test the  intangible  asset
for impairment in the first quarter of 2002. The Company has no intangibles with
indefinite useful life.

As of the date of  adoption,  the Company  had  identifiable  intangible  assets
consisting of core deposit premiums and minimum pension liability.  Core deposit
premiums are amortized  using an accelerated  method over a period of ten years.
Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon  actuarial  estimates.  The Company  has no goodwill  (unidentifiable
intangible  assets).  As of June 30, 2002 and December 31, 2001, the Company had
unamortized  core deposit  premiums of $4,097,000 and $4,553,000,  respectively.
Amortization  of core deposit  premiums was $454,000 during the first six months
of 2002 and 2001.  Core deposit  premiums are scheduled to amortize at a rate of
$228,000 per quarter through the quarter ended December 31, 2006.
Note B - Comprehensive Income

For the  Company,  comprehensive  income  includes  net income  reported  on the
statement  of  income,  changes  in the  fair  value  of its  available-for-sale
investments  and  changes  in  minimum  pension  liability   reported  as  other
comprehensive  income. The following table presents net income adjusted by these
elements to determine total comprehensive income (in thousands).

                                         Three months ended     Six months ended
                                               June 30,              June 30,
                                           2002      2001       2002       2001
Net income                               $ 3,365   $ 2,837    $ 6,694   $ 5,816
Net change in unrealized gains (losses)
  on securities available-for-sale         2,004      (172)     2,048       284
Net change in minimum
  pension liability                            -      (360)         -      (360)
                                         --------  --------   --------  --------
Comprehensive income                     $ 5,369   $ 2,305    $ 8,742   $ 5,740
                                         ========  ========   ========  ========
Note C - Earnings per Share

The Company's basic and diluted  earnings per share are as follows (in thousands
except per share data):
                                                Three Months Ended June 30, 2002
                                                           Weighted
                                                            Average   Per-Share
                                                  Income    Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders     $3,365    7,011,306    $0.48
Common stock options outstanding                    --        202,494
                                                            ---------
Diluted Earnings per Share
  Net income available to common shareholders     $3,365    7,213,800    $0.47
                                                  ======    =========

                                                Three Months Ended June 30, 2001
                                                           Weighted
                                                            Average   Per-Share
                                                  Income    Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders     $2,837    7,078,085    $0.40
Common stock options outstanding                    --        132,268
                                                            ---------
Diluted Earnings per Share
  Net income available to common shareholders     $2,837    7,210,353    $0.39
                                                  ======    =========

                                                 Six Months Ended June 30, 2002
                                                           Weighted
                                                            Average   Per-Share
                                                  Income    Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders     $6,694    7,001,945    $0.96
Common stock options outstanding                    --        163,908
                                                            ---------
Diluted Earnings per Share
  Net income available to common shareholders     $6,694    7,165,853    $0.93
                                                  ======    =========

                                                 Six Months Ended June 30, 2001
                                                           Weighted
                                                            Average   Per-Share
                                                  Income    Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders     $5,816    7,109,299    $0.82
Common stock options outstanding                    --        130,553
                                                            ---------
Diluted Earnings per Share
  Net income available to common shareholders     $5,816    7,239,852    $0.80
                                                  ======    =========
Note D - Business Segments

The Company is principally  engaged in traditional  community banking activities
provided  through its twenty-nine  branches and eight in-store  branches located
throughout Northern California.  Community banking activities include the Bank's
commercial and retail  lending,  deposit  gathering and investment and liquidity
management  activities.  In addition to its community banking services, the Bank
offers investment brokerage and leasing services.

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

Summarized financial information concerning the Bank's reportable segments is as
follows (in thousands):
                                      Community
                                       Banking          Other         Total
Three Months Ended June 30, 2002
Net interest income                     $12,643          $253        $12,896
Noninterest income                        3,064           879          3,943
Noninterest expense                      10,401           562         10,963
Net income                                3,011           354          3,365
Assets                               $1,012,726       $16,835     $1,029,561

Three Months Ended June 30, 2001
Net interest income                     $11,749          $255        $12,004
Noninterest income                        2,944           633          3,577
Noninterest expense                       9,787           446         10,233
Net income                                2,623           214          2,837
Assets                                 $965,400       $14,893       $980,293

Six Months Ended June 30, 2002
Net interest income                     $25,105          $486        $25,591
Noninterest income                        6,275         1,494          7,769
Noninterest expense                      20,304         1,061         21,365
Net income                                6,124           570          6,694
Assets                               $1,012,726       $16,835     $1,029,561

Six Months Ended June 30, 2001
Net interest income                     $22,910          $451        $23,361
Noninterest income                        7,279         1,326          8,605
Noninterest expense                      19,057           915         19,972
Net income                                5,400           416          5,816
Assets                                 $965,400       $14,893       $980,293
Note E - Noninterest Income

Included  in the  results  for the six months  ended June 30, 2001 and the three
months  ended March 31, 2001 is a one-time  pre-tax  income item of  $1,756,000.
This one-time item represents the realized gain recorded by the Company upon the
sale of 88,796 common shares of John Hancock Financial Services,  Inc. (JHF) for
proceeds of $3,265,000.

Note F - Stock Repurchase Plan

On March 15, 2001, the Company  announced the completion of its stock repurchase
plan  initially  announced on July 20, 2000.  Under this  repurchase  plan,  the
Company  repurchased  a total of 150,000  shares of which  110,000  shares  were
repurchased since December 31, 2000.

On  October  19,  2001,  the  Company  announced  the  completion  of its  stock
repurchase  plan initially  announced on March 15, 2001.  Under this  repurchase
plan, the Company repurchased a total of 150,000 shares.

Also on October 19,  2001,  the Company  announced  that its Board of  Directors
approved  a new  plan  to  repurchase,  as  conditions  warrant,  up to  150,000
additional  shares of the  Company's  stock on the open  market or in  privately
negotiated transactions.  The timing of purchases and the exact number of shares
to be purchased will depend on market conditions.  The 150,000 shares covered by
this repurchase  plan represent  approximately  2.2% of the Company's  6,992,080
common  shares  outstanding  on October 19, 2001.  As of December 31, 2001,  the
Company  repurchased  108,800  shares  under this new plan.  During the quarters
ended March 31, 2002 and June 30,  2002,  the Company  repurchased  10,000 and 0
shares under this new plan, respectively.

Note G - Shareholder Rights Plan

On June 25, 2001, the Company  announced that its Board of Directors adopted and
entered  into a  Shareholder  Rights  Plan  designed  to  protect  and  maximize
shareholder  value and to assist the Board of  Directors  in  ensuring  fair and
equitable  benefit to all  shareholders in the event of a hostile bid to acquire
the Company.

The Company  adopted this Rights Plan to protect  stockholders  from coercive or
otherwise unfair takeover  tactics.  In general terms, the Rights Plan imposes a
significant  penalty  upon any person or group that  acquires 15% or more of the
Company's  outstanding  common stock without the approval of the Company's Board
of  Directors.  The Rights Plan was not adopted in response to any known attempt
to acquire control of the Company.

Under the Rights  Plan, a dividend of one  Preferred  Stock  Purchase  Right was
declared  for each  common  share held of record as of the close of  business on
July 10, 2001.  No separate  certificates  evidencing  the Rights will be issued
unless and until they become exercisable.

The Rights  generally  will not become  exercisable  unless an acquiring  entity
accumulates or initiates a tender offer to purchase 15% or more of the Company's
common stock. In that event, each Right will entitle the holder,  other than the
unapproved acquirer and its affiliates,  to purchase either the Company's common
stock or shares in an acquiring entity at one-half of market value.

The Right's initial exercise price,  which is subject to adjustment,  is $49.00.
The Company's Board of Directors generally will be entitled to redeem the Rights
at a redemption price of $.01 per Right until an acquiring entity acquires a 15%
position. The Rights expire on July 10, 2011.
Item 2. Management's Discussion and Analysis of
                 Financial Condition and Results of Operations

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

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

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,  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.  (See  caption  "Allowance  for  Loan  Losses"  for a more  detailed
discussion).

The  following   discussion  and  analysis  is  designed  to  provide  a  better
understanding  of the significant  changes and trends related to the Company and
its subsidiaries'  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.

Overview

The Company had earnings of $3,365,000  for the quarter ended June 30, 2002. The
quarterly earnings represent an 18.6% increase over the $2,837,000  reported for
the same period of 2001.  Diluted  earnings per share for the second  quarter of
2002 were $0.47 versus $0.39 in the year  earlier  period.  Earnings for the six
months  ended  June  30,  2002  were  $6,694,000  versus  year  ago  results  of
$5,816,000,  and  represented a 15.1% increase.  The diluted  earnings per share
were  $0.93 and $0.80 for the  respective  six-month  periods.  Included  in the
results for the three  months ended March 31, 2001 and the six months ended June
30, 2001, was a one-time  pre-tax gain of $1,756,000  from the sale of insurance
company stock.  Excluding the one-time gain noted above,  the Company would have
reported  diluted earnings per share of $0.93 and $0.65 in the six month periods
ended June 30, 2002 and 2001, respectively.
The  improvement  in results  from the  year-ago  quarter  was due to a $930,000
(7.6%) increase in fully  tax-equivalent  net interest income to $13,222,000,  a
$275,000  (35.5%)  decrease  in  provision  for loan losses to  $500,000,  and a
$366,000   (10.2%)   increase  in  noninterest   income  to  $3,943,000.   These
contributing  factors were  partially  offset by a $730,000  (7.1%)  increase in
noninterest expense to $10,963,000 for the quarter ended June 30, 2002.

The improvement in results for the six month period ended June 30, 2002 compared
to the  results  for the six  month  period  ended  June  30,  2001 was due to a
$2,283,000  (9.5%)  increase  in fully  tax-equivalent  net  interest  income to
$26,222,000,  a  $1,350,000  (50.9%)  decrease in  provision  for loan losses to
$1,300,000,  and a $920,000 (13.4%) increase in noninterest income to $7,769,000
from  $6,849,000  for the six months  ended June 30,  2001,  and  excluding  the
one-time gain of $1,756,000 from the sale of insurance  company stock in the six
months ended June 30, 2001. These contributing  factors were partially offset by
a $1,393,000  (7.0%) increase in noninterest  expense to $21,365,000 for the six
months ended June 30, 2002.

During the quarters  ended June 30, 2002 and 2001,  the  Company's  net interest
margin was 5.74% and 5.59%,  respectively,  on  interest-earning  asset balances
averaging  $921,486,000 and $880,068,000,  respectively.  These  improvements in
both net  interest  margin and interest  earning  asset  balances  resulted in a
$930,000  (7.6%)  increase  in  fully  tax-equivalent  net  interest  income  to
$13,222,000  in the quarter ended June 30, 2002 compared to  $12,292,000  in the
quarter ended June 30, 2001.

During the six months ended June 30, 2002 and 2001,  the  Company's net interest
margin was 5.75% and 5.45%,  respectively,  on  interest-earning  asset balances
averaging  $912,041,000 and $878,299,000,  respectively.  These  improvements in
both net  interest  margin and interest  earning  asset  balances  resulted in a
$2,283,000  (9.5%)  increase  in fully  tax-equivalent  net  interest  income to
$26,222,000 in the six months ended June 30, 2002 compared to $23,939,000 in the
six months ended June 30, 2001.

Provision  for loan losses for the second  quarter of 2002 was  $500,000  versus
$775,000 in the same quarter in 2001.  The Company had net loan  charge-offs  of
$224,000  in the  second  quarter  of 2002  compared  to  $196,000  of net  loan
charge-offs  in the same period of 2001.  Nonperforming  loans were  $9,533,000,
$6,050,000,  and $5,994,000 as of June 30, 2002, December 31, 2001, and June 30,
2001, respectively,  net of U.S. Government and U.S. Government sponsored agency
guarantees of $8,801,000,  $387,000, and $950,000,  respectively. As of June 30,
2002 and 2001,  the ratio of allowance  for loan losses to total loans was 2.03%
and 1.80%, respectively.

Provision for loan losses for the six months ended June 30, 2002 was  $1,300,000
versus  $2,650,000  in the six months ended June 30,  2001.  The Company had net
loan charge-offs of $745,000 in the first half of 2002 compared to $2,400,000 of
net loan charge-offs in the same period of 2001.

Noninterest income increased $366,000 (10.2%) to $3,943,000 in the quarter ended
June 30, 2002 from  $3,577,000 in the quarter ended June 30, 2001.  The increase
in  noninterest  income from the  year-ago  quarter was mainly due to a $190,000
(34.6%) increase in commissions on sales of non-deposit  investment  products to
$738,000,  an $83,000  (23.4%)  increase in ATM fees to $438,000,  and a $61,000
(12.7%) increase in gain on sale of loans to $539,000.
For the six months ended June 30,  2002,  noninterest  income was down  $836,000
(9.7%) over the same period for 2001.  Included in the results of the six months
ended June 30,  2001,  and the three  months ended March 31, 2001 was a one-time
pre-tax  income item of  $1,756,000  from the sale of insurance  company  stock.
Excluding this one-time event,  noninterest income for the six months ended June
30, 2002 would have increased  $920,000 (13.4%) to $7,769,000 from 6,849,000 for
the six  months  ended  June 30,  2001.  Service  charges  and fee income was up
$144,000  (3.6%) to $4,114,000  mainly due to increased  ATM fees.  Other income
increased  $776,000 (27.0%) to $3,655,000.  Accounting for the increase in other
income was a $704,000 (88.2%) increase in gain on sale of loans from $798,000 to
$1,502,000,  and a  $92,000  (7.8%)  increase  in  commissions  on the  sale  of
insurance, mutual funds and annuities from $1,185,000 to $1,277,000.

Noninterest  expense  increased  $730,000  (7.1%) to  $10,963,000 in the quarter
ended June 30, 2002 from  $10,233,000  in the quarter ended June 30, 2001.  This
increase in noninterest expense was mainly due to a $566,000 (10.9%) increase in
salary and benefit expense to $5,773,000. Compared to the year-ago quarter, base
salaries were up $163,000 (4.6%) to $3,704,000 while commissions and other sales
incentives  were  up  $305,000  (57.0%)  to  $839,000,  and  benefits  including
retirement  expense,  insurance,  and  payroll  taxes were up $97,000  (8.9%) to
$1,189,000  in the quarter  ended June 30, 2002.  Average  full-time  equivalent
employees  were up 30 (7.5%) to 428 during the quarter  ended June 30, 2002 from
398 during the year-ago quarter.

For the first six  months of 2002,  noninterest  expenses  increased  $1,393,000
(7.0%) to $21,365,000  compared to $19,972,000 for the six months ended June 30,
2001.  Salary and benefit expense increased  $1,178,000  (11.4%) to $11,512,000.
Base salary expense  increased  $315,000  (4.5%) due to a 27 (6.8%)  increase in
average  full-time  equivalent  employees  to 422.  Commissions  and other sales
incentives  were up  $541,000  (47.1%) to  $1,690,000,  and  benefits  including
retirement  expense,  insurance,  and payroll taxes were up $321,000  (15.2%) to
$2,431,000  in the six months ended June 30, 2002.  Other  noninterest  expenses
increased $215,000 (2.2%) to $9,853,000.

Assets of the Company  totaled  $1,029,561,000  at June 30, 2002, and represents
increases of  $24,114,000  (2.4%) from  $1,005,447  at December  31,  2001,  and
$49,268,000 (5.0%) from $980,293,000 at June 30, 2001.

As of June 30, 2002, on an annualized  basis,  the Company  realized a return on
assets of 1.34% and a return on equity of 14.80%  versus 1.21% and 13.48% in the
first half of 2001. As of June 30, 2002,  TriCo  Bancshares had a Tier 1 capital
ratio of 10.8% and a total risk-based capital ratio of 12.0%.

The  following  tables  provide a summary  of the major  elements  of income and
expense for the second  quarter of 2002 compared with the second quarter of 2001
and for the first six months of 2002 compared with the first six months of 2001.
TRICO BANCSHARES
                              CONDENSED COMPARATIVE
                                INCOME STATEMENT
                (in thousands, except earnings per common share)

                                             Three months
                                            ended June 30,         Percentage
                                          2002          2001         Change
                                                                    increase
                                                                   (decrease)
Interest income                         $ 16,401      $ 18,615        -11.9%
Interest expense                           3,179         6,323        -49.7%
                                      -----------   -----------

Net interest income                       13,222        12,292          7.6%

Provision for loan losses                    500           775        -35.5%
                                      -----------   -----------

Net interest income after
  provision for loan losses               12,722        11,517         10.5%

Noninterest income                         3,943         3,577         10.2%
Noninterest expenses                      10,963        10,233          7.1%
                                      -----------   -----------

Net income before income taxes             5,702         4,861         17.3%
Income taxes                               2,011         1,736         15.8%
Tax equivalent adjustment1                   326           288         13.2%
                                      -----------   -----------

Net income                               $ 3,365       $ 2,837         18.6%
                                      ===========   ===========

Diluted earnings per common share         $ 0.47        $ 0.39         20.5%

1Interest on tax-free securities is reported on a tax equivalent basis of 1.57
and 1.52 for June 30, 2002 and 2001, respectively.
TRICO BANCSHARES
                              CONDENSED COMPARATIVE
                                INCOME STATEMENT
                (in thousands, except earnings per common share)

                                              Six months
                                            ended June 30,         Percentage
                                          2002          2001         Change
                                                                    increase
                                                                   (decrease)
Interest income                         $ 32,664      $ 37,457       -12.8%
Interest expense                           6,442        13,518       -52.3%
                                      -----------   -----------

Net interest income                       26,222        23,939         9.5%

Provision for loan losses                  1,300         2,650       -50.9%
                                      -----------   -----------

Net interest income after
  provision for loan losses               24,922        21,289        17.1%

Noninterest income                         7,769         8,605        -9.7%
Noninterest expenses                      21,365        19,972         7.0%
                                      -----------   -----------

Net income before income taxes            11,326         9,922        14.2%
Income taxes                               4,001         3,528        13.4%
Tax equivalent adjustment1                   631           578         9.2%
                                      -----------   -----------

Net income                               $ 6,694       $ 5,816        15.1%
                                      ===========   ===========

Diluted earnings per common share         $ 0.93        $ 0.80        16.3%

1Interest on tax-free securities is reported on a tax equivalent basis of 1.57
and 1.52 for June 30, 2002 and 2001, respectively.
Net Interest Income / Net Interest Margin

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

Throughout the first six months of 2002, the Fed Reserve Bank maintained the Fed
funds  target rate 1.75%.  In  comparison,  the Fed funds  target rate fell from
6.50% to 3.75% during the first six months of 2001. The Fed funds target rate is
an important rate because the prime lending rate generally  tracks the Fed funds
rate,  and the interest  rates on most of the Company's  variable rate loans are
tied to the prime  lending  rate.  When the Fed funds  target  rate  changes  as
drastically as it has, the Company must be able to appropriately adjust the rate
it pays on its deposits,  or the mix of its  deposits,  if it is to maintain its
net interest margin at a high level.  Through out 2001, and during the first six
months of 2002,  the Company has been  successful in adjusting its deposit rates
and the mix of its deposit in order to  maintain  its net  interest  margin at a
relatively high level.

For  the  three  months  ended  June  30,  2002,  interest  income  on  a  fully
tax-equivalent  basis decreased $2,214,000 (11.9%) over the same period in 2001.
The average  balance of total earning assets was higher by  $41,418,000  (4.7%).
Average loan and securities  balances were up $9,933,000  (1.6%) and $42,741,000
(22.3%),  respectively,   while  average  Fed  funds  sold  balances  were  down
$11,256,000 (22.6%).  The average yield on loans,  securities and Fed funds sold
was lower by 132, 104 and 265 basis points  respectively.  The overall  yield on
average earning assets decreased 134 basis points to 7.12%.

For the second quarter of 2001,  interest expense decreased  $3,144,000  (49.7%)
over  the  year  earlier  period.   The  average  balance  of   interest-bearing
liabilities was up $20,772,000 (2.9%). The average rate paid on interest bearing
liabilities decreased 182 basis points to 1.74% from the year-ago quarter.

The combined effect of the decreases in interest income and interest expense for
the second  quarter of 2002  versus  2001  resulted  in an  increase of $930,000
(7.6%) in fully  tax-equivalent  net interest income.  Fully  tax-equivalent net
interest  margin was up 15 basis points to 5.74% from 5.59% for the same periods
in 2002 and 2001.

The  six-month  period  ending June 30,  2002,  reflects a fully  tax-equivalent
interest income decrease of $4,793,000 (12.8%) over the same period in 2001. The
average  balance  of total  earning  assets was  higher by  $33,742,000  (3.8%).
Average loan and securities  balances were up $9,637,000 (1.53%) and $25,057,000
(12.4%), respectively,  while average fed funds sold balances were down $952,000
(2.4%).  The average yield on loans,  securities and Fed funds sold was lower by
132, 104 and 304 basis points respectively. The overall yield on average earning
assets decreased 137 basis points to 7.16%.

Interest expense for the six-month period end June 30, 2002 decreased $7,076,000
(52.4%)   from  the  same  period  in  2001.   The  average   balance  of  total
interest-bearing liabilities increased $13,678,000 (1.9%). The average rate paid
on total interest-bearing liabilities decreased 202 basis points to 1.78%.
The net effect of the  decreases  in fully  tax-equivalent  interest  income and
interest expense for the first six months of 2002 versus 2001 was an increase of
$2,283,000   (9.5%)  in  fully   tax-equivalent   net  interest  income.   Fully
tax-equivalent  net  interest  margin  increased  30 basis  points to 5.75% from
5.45%.

The  following  four tables  provide  summaries of the  components  of the fully
tax-equivalent  interest income,  interest expense and fully  tax-equivalent net
interest  margin on earning  assets for the quarter and six month  periods ended
June 30, 2002 versus the same periods in 2001.
TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                    Three Months Ended
                                              June 30, 2002                                    June 30, 2001

                                Average          Income/        Yield/           Average         Income/         Yield/
                                Balance1         Expense        Rate             Balance1        Expense         Rate
Assets
Earning assets
  Loan 2,3                          $ 648,618       $ 13,046         8.05%           $638,685       $ 14,968          9.37%
  Securities4                         234,216          3,188         5.44%            191,475          3,100          6.48%
  Federal funds sold                   38,652            167         1.73%             49,908            547          4.38%
                                --------------   ------------   -----------      -------------   ------------    -----------
    Total earning assets              921,486         16,401         7.12%            880,068         18,615          8.46%
                                                 ------------                                    ------------
Cash and due from bank                 45,100                                          39,940
Premises and equipment                 16,260                                          16,955
Other assets,net                       40,443                                          40,965
Less:  allowance
  for loan losses                     (13,562)                                        (11,605)
                                --------------                                   -------------
      Total                       $ 1,009,727                                        $966,323
                                ==============                                   =============
Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                   $ 173,782            114         0.26%           $150,471            435          1.16%
  Savings deposits                    256,153            675         1.05%            216,534          1,163          2.15%
  Time deposits                       277,202          2,068         2.98%            309,439          4,218          5.45%
Long-term debt                         23,109            322         5.57%             33,030            507          6.14%
                                --------------   ------------   -----------      -------------   ------------    -----------
   Total interest-bearing
      liabilities                     730,246          3,179         1.74%            709,474          6,323          3.56%
                                                 ------------                                    ------------
Noninterest-bearing deposits          172,442                                         154,336
Other liabilities                      15,610                                          16,172
Shareholders' equity                   91,429                                          86,341
                                --------------                                   -------------
    Total liabilities
      and shareholders' equity    $ 1,009,727                                        $966,323
                                ==============                                   =============
Net interest rate spread5                                            5.38%                                            4.90%
Net interest income/net                             $ 13,222                                        $ 12,292
                                                 ============                                    ============
  interest margin6                                     5.74%                                           5.59%
                                                 ============                                    ============
1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income  on loans  includes  fees on  loans  of $997,000  in  2002  and
   $772,000 in 2001.
4Interest income  is stated on  a tax equivalent  basis of 1.57 and 1.52 at June
   30, 2002 and 2001, respectively.
5Net   interest   rate   spread  represents   the   average   yield   earned  on
   interest-earning  assets  less the  average  rate  paid  on  interest-bearing
   liabilities.
6Net  interest margin  is computed  by dividing  net  interest  income  by total
   average earning assets.
TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                     Six Months Ended
                                              June 30, 2002                                    June 30, 2001

                                Average          Income/         Yield/          Average         Income/        Yield/
                                Balance1         Expense         Rate            Balance1        Expense        Rate
Assets
Earning assets
  Loan 2,3                          $ 645,350        $26,054         8.07%          $ 635,713        $29,861         9.39%
  Securities4                         227,504          6,277         5.52%            202,447          6,645         6.56%
  Federal funds sold                   39,187            333         1.70%             40,139            951         4.74%
                                --------------   ------------    ----------      -------------   ------------   -----------
    Total earning assets              912,041         32,664         7.16%            878,299         37,457         8.53%
                                                 ------------                                    ------------
Cash and due from bank                 44,504                                          40,229
Premises and equipment                 16,309                                          16,923
Other assets,net                       40,646                                          40,388
Less:  allowance
  for loan losses                     (13,401)                                        (12,020)
                                --------------                                   -------------
      Total                       $ 1,000,099                                       $ 963,819
                                ==============                                   =============
Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                   $ 172,694            235         0.27%          $ 151,428            957         1.26%
  Savings deposits                    254,916          1,355         1.06%            217,418          2,787         2.56%
  Time deposits                       273,947          4,211         3.07%            308,959          8,762         5.67%
Long-term debt                         23,030            641         5.57%             33,109          1,012         6.11%
                                --------------   ------------    ----------      -------------   ------------   -----------
   Total interest-bearing
      liabilities                     724,587          6,442         1.78%            710,914         13,518         3.80%
                                                 ------------                                    ------------
Noninterest-bearing deposits          169,747                                         150,978
Other liabilities                      15,298                                          15,610
Shareholders' equity                   90,467                                          86,317
                                --------------                                   -------------
    Total liabilities
      and shareholders' equity    $ 1,000,099                                       $ 963,819
                                ==============                                   =============
Net interest rate spread5                                            5.38%                                           4.73%
Net interest income/net                              $26,222                                         $23,939
                                                 ============                                    ============
  interest margin6                                     5.75%                                           5.45%
                                                 ============                                    ============
1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income  on loans  includes  fees on  loans of  $1,973,000 in  2002 and
   $1,474,000 in 2001.
4Interest income is stated  on a tax  equivalent basis of 1.57  and 1.52 at June
   30, 2002 and 2001, respectively.
5Net   interest   rate   spread  represents  the   average   yield   earned   on
   interest-earning  assets  less  the  average  rate  paid  on interest-bearing
   liabilities.
6Net  interest  margin  is  computed  by dividing  net interest  income by total
   average earning assets.
TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                 (in thousands)

                       For the three months ended June30,
                                 2002 over 2001

                                                       Yield/
                                       Volume           Rate4          Total
                                    ----------       ---------       --------
Increase (decrease) in
  interest income:
    Loans 1,2                           $ 233        $ (2,155)        (1,922)
    Investment securities3                692            (604)            88
    Federal funds sold                   (123)           (257)          (380)
                                    ----------       ---------       --------
      Total                               802          (3,016)        (2,214)
                                    ----------       ---------       --------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                   67            (388)          (321)
    Savings deposits                      213            (701)          (488)
    Time deposits                        (439)         (1,711)        (2,150)
    Long-term debt                       (152)            (33)          (185)
                                    ----------       ---------       --------
      Total                              (311)         (2,833)        (3,144)
                                    ----------       ---------       --------

Increase in net interest income       $ 1,113          $ (183)         $ 930
                                    ==========       =========       ========

1Nonaccrual loans are included.
2Interest income on loans  includes fee income on loans  of $997,000 in 2002 and
   $772,000 in 2001.
3Interest income is stated  on a tax equivalent  basis of 1.57 and 1.52 for June
   30, 2002 and 2001, respectively.
4The rate/volume variance has been included in the rate variance.
TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                 (in thousands)

                        For the six months ended June 30,
                                 2002 over 2001

                                                      Yield/
                                     Volume            Rate4           Total
                                   ---------      -----------     -----------
Increase (decrease) in
  interest income:
    Loans 1,2                         $ 453         $ (4,260)       $ (3,807)
    Investment securities3              822           (1,190)           (368)
    Federal funds sold                  (23)            (595)           (618)
                                   ---------      -----------     -----------
      Total                           1,252           (6,045)         (4,793)
                                   ---------      -----------     -----------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                134             (856)           (722)
    Savings deposits                    481           (1,913)         (1,432)
    Time deposits                      (993)          (3,558)         (4,551)
    Long-term debt                     (308)             (63)           (371)
                                   ---------      -----------     -----------
      Total                            (686)          (6,390)         (7,076)
                                   ---------      -----------     -----------

Increase in net interest income     $ 1,938            $ 345         $ 2,283
                                   =========      ===========     ===========

1Nonaccrual loans are included.
2Interest income on loans includes fee income on loans of $1,973,000 in 2002 and
   $1,474,000 in 2001.
3Interest income  is stated on a tax equivalent  basis of 1.57 and 1.52 for June
   30, 2002 and 2001, respectively.
4The rate/volume variance has been included in the rate variance.
Provision for Loan Losses

The Bank provided  $500,000 for loan losses in the second quarter of 2002 versus
$775,000 in 2001.  Net  charge-offs  for all loans in the second quarter of 2002
totaled $224,000 versus $196,000 in the year earlier period.

For the six months ended June 30, 2002 and 2001,  the Bank  provided  $1,300,000
and  $2,650,000 for loan losses,  respectively.  Net  charge-offs  for all loans
during the six months ended June 30, 2002 and 2001 were $745,000 and $2,400,000,
respectively.  Included in the net charge-offs  during the six months ended June
30, 2001 is $2,000,000 of charge offs related to a single borrower.

Noninterest Income

Noninterest income increased $366,000 (10.2%) to $3,943,000 in the quarter ended
June 30, 2002 from  $3,577,000 in the quarter ended June 30, 2001.  The increase
in  noninterest  income from the  year-ago  quarter was mainly due to a $190,000
(34.6%) increase in commissions on sales of non-deposit  investment  products to
$738,000,  an $83,000  (23.4%)  increase in ATM fees to $438,000,  and a $61,000
(12.7%) increase in gain on sale of loans to $539,000.

For the six months ended June 30,  2002,  noninterest  income was down  $836,000
(9.7%) over the same period for 2001.  Included in the results of the six months
ended June 30,  2001,  and the three  months ended March 31, 2001 was a one-time
pre-tax  income item of  $1,756,000  from the sale of insurance  company  stock.
Excluding this one-time event,  noninterest income for the six months ended June
30, 2002 would have increased  $920,000 (13.4%) to $7,769,000 from 6,849,000 for
the six  months  ended  June 30,  2001.  Service  charges  and fee income was up
$144,000  (3.6%) to $4,114,000  mainly due to increased  ATM fees.  Other income
increased  $776,000 (27.0%) to $3,655,000.  Accounting for the increase in other
income was a $704,000 (88.2%) increase in gain on sale of loans from $798,000 to
$1,502,000,  and a  $92,000  (7.8%)  increase  in  commissions  on the  sale  of
insurance, mutual funds and annuities from $1,185,000 to $1,277,000.

Noninterest Expense

Noninterest  expense  increased  $730,000  (7.1%) to  $10,963,000 in the quarter
ended June 30, 2002 from  $10,233,000  in the quarter ended June 30, 2001.  This
increase in noninterest expense was mainly due to a $566,000 (10.9%) increase in
salary and benefit expense to $5,773,000. Compared to the year-ago quarter, base
salaries were up $163,000 (4.6%) to $3,704,000 while commissions and other sales
incentives  were  up  $305,000  (57.0%)  to  $839,000,  and  benefits  including
retirement  expense,  insurance,  and  payroll  taxes were up $97,000  (8.9%) to
$1,189,000  in the quarter  ended June 30, 2002.  Average  full-time  equivalent
employees  were up 30 (7.5%) to 428 during the quarter  ended June 30, 2002 from
398 during  the  year-ago  quarter.  Compared  to the  year-ago  quarter,  other
noninterest  expenses increased $164,000 (3.3%) to $5,190,000 during the quarter
ended June 30, 2002.

For the first six  months of 2002,  noninterest  expenses  increased  $1,393,000
(7.0%) to $21,365,000  compared to $19,972,000 for the six months ended June 30,
2001.  Salary and benefit expense increased  $1,178,000  (11.4%) to $11,512,000.
Base salary expense  increased  $315,000  (4.5%) due to a 27 (6.8%)  increase in
average  full-time  equivalent  employees  to 422.  Commissions  and other sales
incentives  were up  $541,000  (47.1%) to  $1,690,000,  and  benefits  including
retirement  expense,  insurance,  and payroll taxes were up $321,000  (15.2%) to
$2,431,000  in the six months ended June 30, 2002.  Other  noninterest  expenses
increased $215,000 (2.2%) to $9,853,000.
Provision for Income Taxes

The  effective  tax rate for the six months  ended  June 30,  2002 was 37.4% and
reflects a decrease from 37.8% in the year earlier period.

Loans

At June 30, 2002,  loan balances were  $9,042,000  (1.4%) higher than the ending
balances at June 30, 2001 and $13,068,000 (2.0%) higher than the ending balances
at December 31, 2001. On a  year-over-year  basis at June 30,  consumer and real
estate  construction  loan  balances  were  higher by  $35,150,000  (25.8%)  and
$840,000 (2.1%), respectively. Commercial and real estate mortgage loan balances
were lower by $12,547,000 (8.3%) and $14,401,000 (4.3%), respectively.

Securities

At June 30, 2002, securities available-for-sale had a fair value of $234,544,000
and an amortized cost of $231,082,000.  This portfolio contained mortgage-backed
securities with an amortized cost of $137,693,000 of which $8,964,000 were CMOs.
At June 30, 2002, the Company had no securities classified as held-to-maturity.
Nonperforming Loans

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,  have  increased  $3,483,000  (56.9%) to  $9,604,000  in the first six
months of 2002.  Nonperforming assets net of guarantees represent 0.93% of total
assets.  Included in the balance of nonaccrual loans at June 30, 2002, are loans
to one agriculture related borrower totaling  $10,952,000 of which $8,444,000 is
guaranteed by a U.S. Government sponsored agency as to principal and ninety days
of interest. To date, the borrower has paid principal and interest in accordance
with the terms of the loans,  however,  due to the  financial  condition  of the
borrower the Company has placed the loans in nonaccrual  status.  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.
June 30, 2002                         December 31, 2001
(in thousands)                    Gross  Guaranteed    Net        Gross  Guaranteed    Net
                                ----------------------------     ---------------------------
Nonaccrual loans                 $17,599   $ 8,801  $ 8,798      $ 5,853    $ 387   $ 5,466
Accruing loans past
  due 90 days or more                735         -      735          584        -       584
                                ----------------------------     ---------------------------

     Total nonperforming loans    18,334     8,801    9,533        6,437      387     6,050

Other real estate owned               71         -       71           71        -        71
                                ----------------------------     ---------------------------

     Total nonperforming assets  $18,405   $ 8,801  $ 9,604      $ 6,508    $ 387   $ 6,121
                                ============================     ===========================

Nonperforming loans to total loans                    1.44%                           0.92%
Allowance for loan losses to
  nonperforming loans                                  125%                            216%
Nonperforming assets to total assets                  0.96%                           0.61%
Allowance for loan losses to
  nonperforming assets                                 124%                            213%
Allowance for Loan Loss

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,
2001.
The following table presents information concerning the allowance and provision
for loan losses for the six months ended.

                                             June 30,       June 30,
                                               2002           2001
                                                  (in thousands)
Balance, beginning of period                 $  13,058      $  11,670
Provision charged to operations                  1,300          2,650
Loans charged off                                 (843)        (2,537)
Recoveries of loans previously
  charged off                                       98            137
                                            -----------    -----------
Balance, end of period                       $  13,613      $  11,920
                                            ===========    ===========
Ending loan portfolio                        $ 671,800      $ 662,758
                                            ===========    ===========
Allowance to loans as a
  percentage of ending loan portfolio            2.03%          1.80%
                                            ===========    ===========

Equity

The following table indicates the amounts of regulatory capital of the Company.
To Be Well
                                                                                  Capitalized Under
                                                                For Capital       Prompt Corrective
                                         Actual            Adequacy Purposes     Action Provisions
                                     Amount     Ratio        Amount     Ratio      Amount   Ratio
As of June 30, 2002 (amounts in thousands):
Total Capital to Risk Weighted Assets:
    Consolidated                     $96,188   12.01%       =>$64,093 =>8.0%     =>$80,116  =>10.0%
    Tri Counties Bank                $94,099   11.77%       =>$63,993 =>8.0%     =>$79,917  =>10.0%
Tier I Capital to Risk Weighted Assets:
    Consolidated                     $86,129   10.75%       =>$32,046 =>4.0%     =>$48,069  =>6.0%
    Tri Counties Bank                $84,065   10.52%       =>$31,967 =>4.0%     =>$47,949  =>6.0%
Tier I Capital to Average Assets:
    Consolidated                     $86,129    8.55%       =>$40,282 =>4.0%     =>$50,352  =>5.0%
    Tri Counties Bank                $84,065    8.36%       =>$40,204 =>4.0%     =>$50,255  =>5.0%
Liquidity

The  Company's  principal  source  of  asset  liquidity  is fed  funds  sold and
marketable investment securities available for sale. At June 30, 2002, fed funds
sold  and  investment  securities  available  for  sale  totaled  $262  million,
representing an increase of $19 million from December 31, 2001. In addition, the
Company  generates  additional  liquidity  from its  operating  activities.  The
Company's  profitability  during the first six months of 2002 and 2001 generated
cash flows from  operations  of $9.8  million  and $7.9  million,  respectively.
Additional  cash flows may be provided by financing  activities,  primarily  the
acceptance of deposits and  borrowings  from banks.  During the six months ended
June 30, 2002, sales & maturities of investment securities produced cash inflows
of $60.1 million.  Also,  during the six months ended June 30, 2002, the Company
invested  $67.4  million and $12.3  million in  securities  and net loan growth.
These changes in investment  and loan balances  contributed to net cash used for
investing activities of $20.6 million during the six months ended June 30, 2002.
Financing  activities  provided net cash of $14.7 million  during the six months
ended June 30, 2002.  Deposit  balance  increases,  and exercise of common stock
options, accounted for $17.5 million and $201,000 of financing sources of funds,
respectively.  Dividends  paid and the  repurchase  of  common  stock  used $2.8
million  and  $190,000  of cash  during  the six  months  ended  June 30,  2002,
respectively.  Also, the Holding  Company's  liquidity is dependent on dividends
received  from  the  Bank.  Dividends  from  the Bank  are  subject  to  certain
regulatory restrictions.

Item 3.  Qualitative and Quantitative Disclosures about Market Risk

There have not been any  significant  changes in the market risk  profile of the
Bank since December 31, 2001.

                                     PART II
Other Information

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

         (a.)       Annual   Meeting  held  May  14,  2002.  Number  of   shares
                    represented in person or by proxy and constituting a quorum:

                    5,833,207  83%
                    ---------  ---

         (b.)       Election of directors
                                                   FOR
                                                   ---
                       William J. Casey         5,503,829
                       Craig S. Compton         5,505,231
                       Brian D. Leidig          5,505,191
                       Wendell J. Lundberg      5,505,393
                       Donald E. Murphy         5,505,431
                       Richard P. Smith         5,358,632
                       Robert H. Steveson       5,351,761
                       Carroll Taresh           5,494,826
                       Alex A. Vereschagin, Jr. 5,505,431

         (c.)       Ratify  the appointment  of KPMG LLP as  independent  public
                    accountants of the Company for 2002. Votes:
                    FOR 5,750,857,   AGAINST 1,866,   ABSTAIN 80,484
                        ---------            -----            ------
Item 6.      Exhibits and Reports on Form 8-K

         (a)  Exhibits

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

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

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

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

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

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

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

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

         99.1       CEO  Certification  Pursuant to 18 U.S.C.  Section  1350, as
                    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.

         99.2       CEO  Certification  Pursuant to 18 U.S.C.  Section  1350, as
                    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.

         * Previously filed

         (b)  Reports on Form 8-K:

                 None.
SIGNATURES

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

                                                          TRICO BANCSHARES

Date   08/13/02                                          /s/ Richard P. Smith
    --------------------                                 -----------------------
                                                         Richard P. Smith
                                                         President and Chief
                                                         Executive Officer

Date   08/13/02                                          /s/ Thomas J. Reddish
    --------------------                                 -----------------------
                                                         Thomas J. Reddish
                                                         Vice President and
                                                         Chief Financial Officer
Exhibits:
    ---------

       99.1    Certification  Pursuant  to  18 U.S.C. Section  1350, as  Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

               In connection  with the Quarterly Report of TriCo Bancshares (the
               "Company") on  Form 10-Q for the  period ending  June 30, 2002 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

       99.2    Certification  Pursuant  to  18 U.S.C. Section  1350, as  Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

               In connection  with the Quarterly Report of TriCo Bancshares (the
               "Company") on  Form 10-Q for the  period ending  June 30, 2002 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
               Vice President and Chief Financial Officer